Annual report pursuant to Section 13 and 15(d)

Subsequent Events (Tables)

v3.20.4
Subsequent Events (Tables)
 12 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
Summary of Acquisition Activity During the year ended December 31, 2020, we acquired 26 new farms, which are summarized in the table below (dollars in thousands, except for footnotes).
Property Name Property
Location		 Acquisition
Date		 Total
Acreage		 No. of
Farms		 Primary
Crop(s)		 Lease
Term		 Renewal
Options		 Total
Purchase
Price
Acquisition
Costs(1)
 
Annualized
Straight-line
Rent(2)
County Road 18 Phillips, CO 1/15/2020 1,325 2 Sugar beets, edible beans, potatoes, & corn 6.0 years None $ 7,500  $ 39  $ 416 
Lamar Valley Chase, NE 5/7/2020 678 1 Potatoes, edible beans, & corn 6.7 years
2 (5 years)
 3,500  42  204 
Driver Road(3)
Kern, CA 6/5/2020 590 1 Pecans 4.7 years
2 (10 years)
 14,169  52  784 
Mt. Hermon Wicomico & Caroline, MD, and Sussex, DE 8/31/2020 939 5 Sod & vegetables 10.0 years
2 (5 years)
 7,347  226  432 
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  131  1,734 
West Lost Hills(4)(7)(8)
Fresno, CA 10/1/2020 801 1 Pistachios 1.1 years
4 (3 years)
 31,827  77  1,752 
Tractor Road Bamberg & Orangeburg, SC 10/23/2020 597 3 Sod 9.5 years None 3,765  72  244 
American Ave Fresno, CA 12/11/2020 236 1 Current: Table grapes; Future: Almonds 19.9 years
1 (5 years)
 3,600  50  241 
Round Mountain Ventura, CA 12/15/2020 368 3 Misc. vegetables 1.6 years None 20,750  64  949 
West Sierra Tulare, CA 12/17/2020 4,642 1 Almonds, pomegranates (conventional & organic), pistachios, and oats 9.9 years
1 (10 years)
 61,500  107  3,886 
Eight Mile Road(9)
San Joaquin, CA 12/24/2020 1,036 2 Conventional & organic blueberries 10.0 years
3 (5 years)
 34,300  81  2,030 
Rock Road(9)
Whatcom, WA 12/24/2020 638 2 Blueberries 10.0 years
3 (5 years)
 31,700  74  1,885 
Fountain Springs(4)
Tulare, CA 12/31/2020 160 1 Citrus (mandarins & lemons) 7.8 years
2 (5 years)
 4,200  50  252 
14,544 26 $ 255,991  $ 1,065     $ 14,809 
(1)Includes approximately $75,000 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)Unaudited; based on the minimum cash rental payments guaranteed under the respective 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 an annual 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 should the tenant become physically unable to continue farming operations on the property, 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 Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
(7)Lease provides for an initial term of 3.1 years but also includes an annual tenant termination option should the tenant become physically unable to continue farming operations on the property, 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.
(8)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 $294,000 at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
(9)These two properties were acquired as part of a single transaction. In addition, in connection with the acquisition of these properties, we committed to provide up to $3.0 million as additional compensation for a cold storage facility subject to a ground lease, contingent upon the approval by local municipal entity. We are currently unable to estimate when or if this approval will be obtained.
During the year ended December 31, 2019, we acquired 26 new farms, which are summarized in the table below (dollars in thousands, except for footnotes).
Property
Name		 Property
Location		 Acquisition
Date		 Total
Acreage		 No. of
Farms		 Primary
Crop(s) / Use		 Lease
Term		 Renewal
Options		 Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
Somerset Road Lincoln, NE 1/22/2019 695 1 Popcorn & edible beans 4.9 years
1 (5 years)
 $ 2,400  $ 33  $ 126 
Greenhills Boulevard(3)
Madera, CA 4/9/2019 928 1 Pistachios 10.6 years
2 (5 years)
 28,550  141  1,721 
Van Buren Trail Van Buren, MI 5/29/2019 159 2 Blueberries & cranberries 10.6 years
2 (5 years)
 2,682  26  206 
Blue Star Highway Allegran & Van Buren, MI 6/4/2019 357 8 Blueberries 10.6 years
2 (5 years)
 5,100  30  390 
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 
San Juan Grade Road(4)
Monterey, CA 7/11/2019 324 1 Strawberries & vegetables 0.3 years None 9,000  68  632 
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 
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 
Las Posas Road(7)
Ventura, CA 8/28/2019 413 3 Sod & vegetables 3.3 years
1 (2 years)
 21,320  111  1,283 
Withers Road(8)
Napa, CA 8/29/2019 366 1 Wine grapes 10.3 years
2 (10 years)
 32,000  84  2,256 
Highway 17(9)
Hayes, NE 10/7/2019 2,561 3 Corn, soybeans, & edible beans 0.2 years None 9,690  44  489 
Indian Highway(10)
Hayes & Hitchcock, NE 10/7/2019 1,289 2 Corn, soybeans, & edible beans 0.3 years None 5,000  36  788 
Sutter Avenue
(Phase II)(3)(6)
Fresno, CA 11/1/2019 1,099 1 Pistachios 8.0 years
2 (5 years)
 37,000  73  2,365 
13,330 26 $ 252,722  $ 1,376  $ 16,682 
(1)Includes approximately $76,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.
(2)Unaudited; based on the minimum cash rental payments guaranteed under the respective leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)Leases provide for an annual participation rent component based on the gross crop revenues earned on the respective farms. The rent figures above represent only the minimum cash guaranteed under the respective leases.
(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 (which occurred in two phases), 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. On August 16, 2019, we acquired an 11.75% ownership interest in the LLC that was valued at approximately $280,000 at the time of acquisition, and on November 1, 2019, we acquired an additional 13.25% interest in the LLC that was valued at approximately $307,000 at the time of acquisition. Our acquired ownership in the LLC is included within Other assets, net on the accompanying Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
(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.
(9)In connection with the acquisition of this property, we executed a 10-year, follow-on lease with a new, unrelated third-party tenant that will commence upon the expiration of the three-month lease executed on the date of acquisition. The follow-on lease provides for minimum annualized straight-line rents of approximately $630,000, plus a participation rent component based on the gross revenues earned on the farm. The farm is expected to be converted to organic farmland by the second half of 2021. In addition, the incoming tenant intends to construct a building on a portion of the property to act as its headquarters, and pursuant to the follow-on lease, we are obligated to purchase the building from the tenant at a price approximately equal to the total construction cost. Construction of this building has not yet begun, and we are unable to estimate the total cost of the building at this time. As stipulated in the follow-on lease, we will earn additional rent on the total construction cost of the building as disbursements are made by us
(10)In connection with this acquisition, we executed a four-month leaseback agreement with the seller that provides for a fixed rental payment of $250,000. In addition, we also executed a 10-year, follow-on lease with a new, unrelated third-party tenant that will commence upon the expiration of the four-month leaseback agreement. The follow-on lease provides for minimum annualized straight-line rents of approximately $372,000, plus a participation rent component based on the gross revenues earned on the farm. In addition, the farm is expected to be converted to organic farmland by the second half of 2021.
Summary of Borrowings Our borrowings as of December 31, 2020 and 2019 are summarized below (dollars in thousands):
  Carrying Value as of   As of December 31, 2020
December 31, 2020   December 31, 2019  
Stated Interest
Rates(1)
(Range; Wtd Avg)
   Maturity Dates
(Range; Wtd Avg)
Notes and bonds payable:
Fixed-rate notes payable $ 492,182  $ 394,569 
2.45%–5.70%; 3.78%
2/14/2022–11/1/2045; December 2031
Variable-rate notes payable(2)
45,525  — 
2.14%–3.00%; 2.18%
 12/1/2022–11/1/2045; July 2030
Fixed-rate bonds payable 89,883  90,380 
2.13%–4.57%; 3.50%
8/17/2021–10/31/2028; June 2024
Total notes and bonds payable 627,590  484,949 
Debt issuance costs – notes and bonds payable (3,629) (3,120) N/A N/A
Notes and bonds payable, net $ 623,961  $ 481,829 
Variable-rate revolving lines of credit $ 100  $ 100  2.50% 4/5/2024
Total borrowings, net $ 624,061  $ 481,929 
(1)Where applicable, stated interest rates are before interest patronage (as described below).
(2)Notes were fixed subsequent to December 31, 2020; see Note 11, “Subsequent Events.”
Subsequent to the year ended December 31, 2020, we entered into the following loan agreements with the terms of which are summarized in the following table (dollars in thousands):
Lender Date of
Issuance		 Amount Maturity Date Principal Amortization Stated Interest Rate Interest Rate Terms
Farm Credit West, FLCA 1/28/2021 $ 2,073  11/1/2045 24.8 years 3.23% Fixed through December 31, 2027 (variable thereafter)
Farmer Mac 2/4/2021 2,460  10/31/2028 25.0 years 3.13% Fixed throughout term
Subsequent to December 31, 2020, we fixed the interest rates on these loans, as summarized in the following table (dollars in thousands):
Lender Date of Fixed
Agreement		 Loan
Amount		 Original Variable Interest Rate Terms New Fixed Interest Rate Terms
Farm Credit West, FLCA 1/8/2021 $ 2,160 
3.00%, subject to change monthly
3.70%, fixed through 1/31/2031; variable thereafter
Rabo AgriFinance, LLC(1)
1/15/2021 37,170 
1-month LIBOR + 2.00%
3.21%; fixed throughout term
Rabo AgriFinance, LLC(1)
1/15/2021 6,195 
1-month LIBOR + 2.00%
2.46%; fixed throughout term
(1)Interest rates were fixed via our entry into interest rate swap agreements.
Summary of Equity Activity
The following table provides information on certain equity sales that have occurred subsequent to December 31, 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(2)
313,646 $ 24.88  $ 7,802  $ 7,135 
Common Stock – ATM Program 524,148 14.47  7,582  7,507 
(1)Net of Series C Selling Commissions and Series C Dealer-Manager Fees or underwriting commissions and discounts (in each case, as applicable).
(2)Excludes approximately 367 shares issued pursuant to the DRIP.
Monthly Distributions Declared by Company's Board of Directors On January 12, 2021, our Board of Directors 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: January 22, 2021 January 29, 2021 $ 0.1328125 
Total Series A Term Preferred Stock Distributions: $ 0.1328125 
Series B Preferred Stock: January 27, 2021 February 5, 2021 $ 0.125 
February 24, 2021 March 5, 2021 0.125 
March 24, 2021 April 5, 2021 0.125 
Total Series B Preferred Stock Distributions: $ 0.375 
Series C Preferred Stock: January 27, 2021 February 5, 2021 $ 0.125 
February 24, 2021 March 5, 2021 0.125 
March 24, 2021 April 5, 2021 0.125 
Total Series C Preferred Stock Distributions: $ 0.375 
Series D Term Preferred Stock(1):
February 17, 2021 February 28, 2021
(2)
 $ 0.142361 
March 25, 2021 April 5, 2021 0.104167 
Total Series D Term Preferred Stock Distributions: $ 0.246528 
Common Stock(3):
January 22, 2021 January 29, 2021 $ 0.04495 
February 17, 2021 February 26, 2021 0.04495 
March 18, 2021 March 31, 2021 0.04495 
Total Common Stock Distributions: $ 0.13485 
(1)Dividends on the Series D Term Preferred Stock were declared on January 25, 2021.
(2)To be paid on the following business day.
(3)The same amounts paid to common stockholders will be paid as distributions on each OP Unit held by non-controlling OP Unitholders as of the above record dates.