Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events (Tables)

v3.20.2
Subsequent Events (Tables)
 9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
Schedule of Asset Acquisitions, by Acquisition During the nine months ended September 30, 2020, we acquired 12 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
Property
Name		 Property
Location		 Acquisition
Date		 Total
Acres		 No. of
Farms		 Primary
Crop(s)		 Lease
Term		 Renewal
Options		 Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
New
Long-term
Debt
County Road 18 Phillips, CO 1/15/2020 1,325 2 Sugar beets, edible beans, potatoes, & corn 6.0 years None $ 7,500  $ 39  $ 417  $ 4,500 
Lamar Valley Chase, NE 5/7/2020 678 1 Potatoes, edible beans, & corn 6.7 years 2 (5 years) 3,500  42  204  2,100 
Driver Road(3)
Kern, CA 6/5/2020 590 1 Pecans 4.7 years 2 (10 years) 14,169  52  784  8,500 
Mt. Hermon Wicomico & Caroline, MD, and Sussex, DE 8/31/2020 939 5 Sod & vegetables 10.0 years 2 (5 years) 7,346  211  432  4,481 
Firestone Avenue(4)(5)(6)
Fresno, CA 9/3/2020 2,534 3 Pistachios and misc. organic & conventional vegetables 1.2 years 2 (5 years) 31,833  74  1,734  — 
6,066 12 $ 64,348  $ 418  $ 3,571  $ 19,581 
(1)Includes approximately $38,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)The lease provides for an initial term of 14.7 years and includes six tenant termination options throughout the initial term. The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(4)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(5)Lease provides for an initial term of 8.2 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(6)In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to a 12.5% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
During the nine months ended September 30, 2019, we acquired 20 new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
Property
Name		 Property
Location		 Acquisition
Date		 Total
Acres		 No. of
Farms		 Primary
Crop(s) / Use		 Lease
Term		 Renewal
Options		 Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
New
Long-term
Debt
Somerset Road Lincoln, NE 1/22/2019 695 1 Popcorn & edible beans 4.9 years 1 (5 years) $ 2,400  $ 33  $ 126  $ 1,440 
Greenhills Boulevard(3)
Madera, CA 4/9/2019 928 1 Pistachios 10.6 years 2 (5 years) 28,550  141  1,721  17,130 
Van Buren Trail Van Buren, MI 5/29/2019 159 2 Blueberries & cranberries 10.6 years 2 (5 years) 2,682  26  206  1,609 
Blue Star Highway Allegran & Van Buren, MI 6/4/2019 357 8 Blueberries 10.6 years 2 (5 years) 5,100  30  390  3,060 
Yolo County Line Road Yolo, CA 6/13/2019 542 1 Olives for olive oil 14.6 years 1 (5 years) 9,190  68  624  5,514 
San Juan Grade Road(4)
Monterey, CA 7/11/2019 324 1 Strawberries & vegetables 0.3 years None 9,000  68  632  5,400 
West Citrus Boulevard(5)
Martin, FL 7/22/2019 3,586 1 Water retention 8.4 years 2 (10 years) 57,790  516  3,696  37,700 
Sutter Avenue (Phase I)(3)(6)
Fresno, CA 8/16/2019 1,011 1 Pistachios 8.2 years 2 (5 years) 33,000  146  2,106  16,500 
Las Posas Road(7)
Ventura, CA 8/28/2019 413 3 Sod & vegetables 3.3 years 1 (2 years) 21,320  111  1,283  12,792 
Withers Road(8)
Napa, CA 8/29/2019 366 1 Wine grapes 10.3 years 2 (10 years) 32,000  84  2,256  19,254 
8,381 20 $ 201,032  $ 1,223  $ 13,040  $ 120,399 
(1)Includes approximately $63,000 of external legal fees associated with negotiating and originating the lease associated with this acquisition, which cost was expensed in the period incurred.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(4)In connection with the acquisition of this property, we executed a six-year, follow-on lease with a new tenant that will commence upon the expiration of the four-month lease executed on the date of acquisition. The follow-on lease includes one, four-year extension option and provides for minimum annualized straight-line rents of approximately $606,000. In connection with the follow-on lease, we committed to provide up to $100,000 for certain irrigation improvements on the property.
(5)As partial consideration for the acquisition of this property, we issued 288,303 OP Units, constituting an aggregate fair value of approximately $3.3 million as of the acquisition date.
(6)In connection with the acquisition of this property, we also acquired an ownership in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to an 11.75% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
(7)In connection with this acquisition, we executed two separate lease agreements with two different, unrelated third-party tenants. The lease term of 3.3 years represents the weighted-average term of the two leases. In addition, pursuant to one of these lease agreements, we committed to provide up to $1.0 million for certain irrigation improvements on the property.
(8)In connection with the acquisition of this property, we committed to provide up to approximately $4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property. Subject to such approval, we also committed to contribute up to $40,000 per approved acre for the development of such vineyards. As provided for in the lease, we will earn additional rent on all of the aforementioned costs, if any, incurred by us. See below, under “Significant Existing Real Estate Activity—Property Add-on” for additional information on the subsequent approval of additional vineyard plantings.
Subsequent to September 30, 2020, we acquired four new farms, which are summarized in the table below (dollars in thousands, except for footnotes):
Property
Name		 Property
Location		 Acquisition
Date		 Total
Acres		 No. of
Farms		 Primary
Crop(s)		 Lease
Term		 Renewal
Options		 Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
West Lost Hills Road(3)(4)(5)
Fresno, CA 10/1/2020 801 1 Pistachios 1.1 years 4 (3 years) $ 31,828  $ 52  $ 1,560 
Tractor Road Bamberg & Orangeburg, SC 10/23/2020 597 3 Sod 9.5 years None 3,765  48  244 
1,398 4 $ 35,593  $ 100  $ 1,804 
(1)Acquisitions will be accounted for as asset acquisitions in accordance with ASC 360. The figures above represent only costs paid or accrued for as of the date of this filing.
(2)Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)Lease provides for a participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(4)Lease provides for an initial term of 3.1 years but also includes an annual tenant termination option, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(5)In connection with the acquisition of this property, we also acquired a 12.5% ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties.
Summary of Borrowings Our 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).
Subsequent to September 30, 2020, through the date of this filing, we have entered into the following loan agreements (dollars in thousands):
Lender Date of
Issuance		 Principal
Amount		 Maturity
Date		 Principal
Amortization		 Stated
Interest
Rate		 Interest Rate Terms
PGIM Real Estate Finance, LLC 10/1/2020 $ 19,042  7/1/2028 25.0 years 2.47% Fixed throughout term
PGIM Real Estate Finance, LLC 10/1/2020 19,096  7/1/2028 25.0 years 2.45% Fixed throughout term
AgAmerica Lending, LLC 10/23/2020 2,259  1/1/2028 30.0 years 3.50% Fixed throughout term
Schedule of Equity Activity
The following table provides information on equity sales that have occurred subsequent to September 30, 2020 (dollars in thousands, except per-share amounts):
Type of Issuance Number of
Shares Sold		 Weighted Average Offering Price
Per Share		 Gross Proceeds
Net Proceeds(1)
Series C Preferred Stock 203,861 $ 24.92  $ 5,081  $ 4,638 
Common Stock – Follow-on Offering(2)
1,897,500 14.40  27,324  26,094 
(1)Net of Series C Selling Commissions and Series C Dealer-Manager Fees or underwriting commissions and discounts (in each case, as applicable).
(2)Includes the underwriters’ exercise of the full over-allotment option in connection with the offering.
Monthly Distributions Declared by Company's Board of Directors On October 13, 2020, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:
Issuance Record Date Payment Date Distribution per Share
Series A Term Preferred Stock: October 23, 2020 October 30, 2020 $ 0.1328125 
November 20, 2020 November 30, 2020 0.1328125 
December 23, 2020 December 31, 2020 0.1328125 
Total Series A Term Preferred Stock Distributions: $ 0.3984375 
Series B Preferred Stock: October 27, 2020 November 5, 2020 $ 0.125 
November 25, 2020 December 4, 2020 0.125 
December 24, 2020 January 5, 2021 0.125 
Total Series B Preferred Stock Distributions: $ 0.375 
Series C Preferred Stock: October 27, 2020 November 5, 2020 $ 0.125 
November 25, 2020 December 4, 2020 0.125 
December 24, 2020 January 5, 2021 0.125 
Total Series C Preferred Stock Distributions: $ 0.375 
Common Stock: October 23, 2020 October 30, 2020 $ 0.0449 
November 20, 2020 November 30, 2020 0.0449 
December 23, 2020 December 31, 2020 0.0449 
Total Common Stock Distributions: $ 0.1347