Quarterly report pursuant to Section 13 or 15(d)

Borrowings

v3.20.2
Borrowings
 9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
BORROWINGS BORROWINGSOur borrowings as of September 30, 2020, and December 31, 2019, are summarized below (dollars in thousands):
  Carrying Value as of   As of September 30, 2020
September 30, 2020   December 31, 2019  
Stated Interest
Rates(1)
(Range; Wtd. Avg)
   Maturity Dates
(Range; Wtd. Avg)
Notes and bonds payable:
Fixed-rate notes payable $ 405,249  $ 394,569 
3.00%–5.70%; 4.03%
2/14/2022–11/1/2045; March 2032
Fixed-rate bonds payable 89,883  90,380 
2.61%–4.57%; 3.44%
12/11/2020–9/13/2028; May 2023
Total notes and bonds payable 495,132  484,949 
Debt issuance costs – notes and bonds payable (3,211) (3,120) N/A N/A
Notes and bonds payable, net $ 491,921  $ 481,829 
Variable-rate revolving lines of credit $ 11,600  $ 100  2.50% 4/5/2024
Total borrowings, net $ 503,521  $ 481,929 
 
(1)Where applicable, stated interest rates are before interest patronage (as described below).
As of September 30, 2020, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $827.7 million. The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 4.03% and 3.99% for the three and nine months ended September 30, 2020, respectively, as compared to 4.03% and 3.97% for the three and nine months ended September 30, 2019. In addition, 2019 interest patronage from our Farm Credit Notes Payable (as defined below), which we recorded during the three months ended March 31, 2020, resulted in a 20.4% reduction (approximately 98 basis points) to the stated interest rates on such borrowings. We are unable to estimate the total amount of interest patronage to be received related to interest accrued during 2020 on our Farm Credit Notes Payable. See below under “—Farm Credit Notes Payable“ for further discussion on interest patronage.
As of September 30, 2020, we were in compliance with all covenants applicable to the above borrowings.
New MetLife Facility
As of December 31, 2019, our facility with Metropolitan Life Insurance Company (“MetLife”) consisted of a total of $200.0 million of term notes (the “Prior MetLife Term Notes”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the Prior MetLife Term Notes, the “Prior MetLife Facility”). The draw period for the Prior MetLife Term Notes expired on December 31, 2019, with approximately $21.5 million being left undrawn, and MetLife had no obligation to disburse the remaining funds under those notes.
On February 20, 2020, we entered into an agreement with MetLife to remove the MetLife Lines of Credit from the Prior MetLife Facility and create a new credit facility consisting of a new $75.0 million long-term note payable (the “New MetLife Term Note”) and the MetLife Lines of Credit (collectively, the “New MetLife Facility”).
The following table summarizes the pertinent terms of the New MetLife Facility as of September 30, 2020 (dollars in thousands, except for footnotes):
Issuance Aggregate
Commitment		 Maturity
Dates		 Principal
Outstanding		   Interest Rate Terms   Undrawn
Commitment		  
New MetLife Term Note $ 75,000 
(1)
 1/5/2030 $ —  N/A
(2)
 75,000 
(3)
MetLife Lines of Credit 75,000  4/5/2024 11,600 
3-month LIBOR + 2.00%
(4)
 63,400 
(3)
Total principal outstanding $ 11,600    
 
(1)If the aggregate commitment under the New MetLife Term Note is not fully utilized by December 31, 2022, MetLife has the option to be relieved of its obligation to disburse the additional funds under the New MetLife Term Note.
(2)Interest rates on any disbursements under the New MetLife Term Note will be based on prevailing market rates at the time of such disbursements. In addition, through December 31, 2022, the New MetLife Term Note is also subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the New MetLife Term Note).
(3)Based on the properties that were pledged as collateral under the New MetLife Facility, as of September 30, 2020, the maximum additional amount we could draw under the facility was approximately $12.7 million.
(4)The interest rate on the MetLife Lines of Credit is subject to a minimum annualized rate of 2.50%, plus an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under each line of credit).
Farm Credit Notes Payable
From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 10 different Farm Credit associations (collectively, “Farm Credit”). During the nine months ended September 30, 2020, we entered into the following loan agreements with Farm Credit (dollars in thousands):
Issuer Date of
Issuance		 Amount Maturity
Date		 Principal
Amortization
Stated Interest Rate(1)
Interest Rate Terms
Premier Farm Credit, FLCA 5/14/2020 $4,500 1/1/2045 24.6 years 4.00% Fixed through December 31, 2029 (variable thereafter)
Farm Credit West, FLCA 6/24/2020 600 5/1/2044 24.2 years 3.00% Fixed through July 31, 2026 (variable thereafter)
Farm Credit West, FLCA 6/24/2020 600 5/1/2044 24.2 years 3.00% Fixed through August 31, 2026 (variable thereafter)
Farm Credit West, FLCA 6/25/2020 8,500 11/1/2045 25.0 years 3.75% Fixed through June 30, 2030 (variable thereafter)
Farm Credit of the Virginias, ACA 8/31/2020 4,481 9/1/2030 25.0 years 3.99% Fixed throughout term
(1)Stated rate is before interest patronage, as described below.
Interest patronage, or refunded interest, on our borrowings from Farm Credit is generally recorded upon receipt and is included within Other income on our Condensed Consolidated Statements of Operations and Comprehensive Income. Receipt of interest patronage typically occurs in the first half of the calendar year following the calendar year in which the respective interest expense is accrued. During the three months ended March 31, 2020, we recorded interest patronage of approximately $1.3 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2019, which resulted in a 20.4% reduction (approximately 98 basis points) to the stated interest rates on such borrowings. In addition, during the three months ended September 30, 2020, we received approximately $306,000 of interest patronage related to our Farm Credit Notes Payable, as certain Farm Credit associations paid a portion of the 2021 interest patronage (which relates to interest accrued during 2020) early.
Conterra Note Payable
During the nine months ended September 30, 2020, we entered into a loan agreement with Conterra Agricultural Capital, LLC (“Conterra”), the terms of which are summarized in the following table (dollars in thousands):
Date of Issuance Amount Maturity Date Principal Amortization Stated Interest Rate Interest Rate Terms
6/8/2020 $2,100 7/1/2027 30.0 years 3.40% Fixed throughout term
Farmer Mac Facility
On December 5, 2014, we, through certain subsidiaries of our Operating Partnership, entered into a bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation (the “Bond Purchaser”), for a secured note purchase facility. As subsequently amended, the Bond Purchase Agreement provided for bond issuances up to an aggregate amount of $125.0 million (the “Farmer Mac Facility”) through December 11, 2018, after which date the Bond Purchaser had the option to continue buying new bonds issued under the Farmer Mac Facility.

During the nine months ended September 30, 2020, we amended and restated one bond for $8.1 million that was previously issued under the Farmer Mac Facility and was originally scheduled to mature on January 10, 2020. The pertinent terms of the amended and restated bond are summarized in the table below (dollars in thousands):
Date of Issuance Amount Maturity Date Principal Amortization Stated
Interest Rate		 Interest Rate Terms
1/10/2020 $ 8,100  1/12/2024 None
(interest only)		 2.66% Fixed throughout term
No prepayment penalty was incurred in connection with this amendment, and all other material items of the amended and restated bond remained unchanged.
Debt Service – Aggregate Maturities
Scheduled principal payments of our aggregate notes and bonds payable as of September 30, 2020, for the succeeding years are as follows (dollars in thousands):
Period Scheduled
Principal Payments
For the remaining three months ending December 31: 2020 $ 15,368 
For the fiscal years ending December 31: 2021 19,269 
2022 42,162 
2023 36,568 
2024 35,879 
2025 32,898 
Thereafter 312,988 
$ 495,132 
Fair Value
ASC 820 provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation. ASC 820-10, “Fair Value Measurements and Disclosures,” establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
•Level 1 — inputs that are based upon quoted prices (unadjusted) for identical assets or liabilities in active markets;
•Level 2 — inputs are based upon quoted prices for similar assets or liabilities in active or inactive markets or model-based valuation techniques, for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•Level 3 — inputs are generally unobservable and significant to the fair value measurement. These unobservable inputs are generally supported by little or no market activity and are based upon management’s estimates of assumptions that market participants would use in pricing the asset or liability.
As of September 30, 2020, the aggregate fair value of our long-term notes and bonds payable was approximately $497.4 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $495.1 million. The fair value of our long-term notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is calculated based on a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms. Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of September 30, 2020, is deemed to approximate their aggregate carrying value of $11.6 million.
Interest Rate Swap Agreement
In order to hedge our exposure to variable interest rates, we have entered into various interest rate swap agreements in connection with certain of our mortgage financings. In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating rates. We have adopted the fair value measurement provision for these financial instruments, and the aggregate fair value of our interest rate swap agreements is recorded in Other assets, net or Other liabilities, net, as appropriate, on our accompanying Condensed Consolidated Balance Sheets. Generally, in the absence of observable market data, we will estimate the fair value of our interest rate swaps using estimates of certain data points, including estimated remaining life, counterparty credit risk, current market yield, and interest rate spreads of similar securities as of the measurement date. As of September 30, 2020, our interest rate swaps were valued using Level 2 inputs.
In addition, we have designated our interest rate swaps as cash flow hedges, and we record changes in the fair values of the interest rate swap agreements to accumulated other comprehensive income on the Condensed Consolidated Balance Sheets. We record changes in fair value on a quarterly basis, using current market valuations at quarter end. The following table summarizes our interest rate swap as of September 30, 2020, and December 31, 2019 (dollars in thousands):
September 30, 2020 December 31, 2019
Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability Aggregate Notional Amount Aggregate Fair Value Asset Aggregate Fair Value Liability
$ 14,077  $ —  $ 1,721  $ 14,298  $ —  $ 390 

The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three and nine months ended September 30, 2020 (dollars in thousands):
Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020
Derivative in cash flow hedging relationship:
Interest rate swaps $ 95  $ (1,331)
Total $ 95  $ (1,331)
We were not party to any interest rate swap agreements during the three or nine months ended September 30, 2019.
The following table summarizes certain information regarding our derivative instruments as of September 30, 2020, and December 31, 2019 (dollars in thousands):
Derivative Liability Fair Value
Derivative Type Balance Sheet Location September 30, 2020 December 31, 2019
Derivatives Designated as Hedging Instruments:
Interest rate swaps Other liabilities, net $ 1,721  $ 390 
Total $ 1,721  $ 390