Quarterly report pursuant to Section 13 or 15(d)

SUBSEQUENT EVENTS (Tables)

v3.21.2
SUBSEQUENT EVENTS (Tables)
 9 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]  
Schedule of Asset Acquisitions
During the nine months ended September 30, 2021, we acquired 21 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)
Palmer Mill Road Dorchester, MD 3/3/2021 228 2 Sod 10.0 years
2 (5 years)
 $ 1,600  $ 56  $ 89 
Eight Mile Road – Port Facility San Joaquin, CA 3/11/2021 5 1 Cooling facility and storage 9.8 years
3 (5 years)
 3,977  50  189 
South Avenue Tehama, CA 4/5/2021 2,285 1 Olives for olive oil 14.7 years
1 (5 years)
 37,800  149  2,555 
Richards Avenue Atlantic, NJ 6/3/2021 116 3 Blueberries 14.9 years
2 (5 years)
 2,150  63  129 
Lerdo Highway (Phase I)(3)(4)
Kern, CA 6/4/2021 639 1 Conventional & organic almonds and banked water 10.4 years
3 (10 years)
 26,492  111  974 
Almena Drive Van Buren
& Eaton, MI		 6/9/2021 930 8 Blueberries 14.7 years
2 (5 years)
 13,300  49  785 
Maricopa Highway Kern, CA 8/11/2021 277 1  Organic blueberries 14.9 years
3 (5 years)
 30,000  63  2,262 
Wallace Road Yamhill, OR 8/11/2021 143 1 Organic blueberries 10.1 years
3 (5 years)
 12,320  39  768 
West Orange St. Lucie, FL 8/18/2021 617 2 Lemons and oranges 12.0 years None 5,241  180  367 
Lerdo Highway (Phase II)(3)(5)
Kern, CA 8/20/2021 479 1 Conventional & organic almonds and banked water 10.2 years
3 (10 years)
 14,772  53  735 
5,719 21 $ 147,652  $ 813  $ 8,853 
(1)Includes approximately $50,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.
(2)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)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.
(4)As part of the acquisition of this property, we acquired a contract to purchase 20,330 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, at a fixed price. We executed this contract on June 25, 2021, at an additional cost of approximately $1.2 million, which is included in the total purchase price for this property in the table above. Rent is not currently being earned on the value attributable to the water. See “—Investments in Water Assets” below for additional information on this water.
(5)As part of the acquisition of this property, we acquired a contract to purchase 5,000 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, at a fixed price. We executed this contract on August 23, 2021, at an additional cost of approximately $306,000, which is included in the total purchase price for this property in the table above. Rent is not currently being earned on the value attributable to the water. See “—Investments in Water Assets” below for additional information on this water.
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)
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 
Lamar Valley Chase, NE 5/7/2020 678 1 Potatoes, edible beans, & corn 6.7 years
2 (5 years)
 3,500  43  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)
 7,346  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 
6,066 12 $ 64,348  $ 491  $ 3,571 
(1)Includes approximately $38,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.
(2)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.
Subsequent to September 30, 2021, we acquired two 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)
Lerdo Highway (Phase III)(3)(4)
Kern, CA 10/8/2021 1,284 1 Conventional & organic almonds, conventional & organic pistachios, and banked water 10.1 years
3 (10 years)
 $ 42,959  $ 77  $ 1,981 
Raymond Road(4)
Madera, CA 10/21/2021 219 1 Almonds 10.0 years
1 (5 years)
 3,300  50  183 
1,503 2 $ 46,259  $ 127  $ 2,164 
(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)As part of the acquisition of this property, we acquired a contract to purchase 19,670 acre-feet of water stored with SWSD, located in Kern County, California, at a fixed price. We executed this contract on October 11, 2021, at an additional cost of approximately $1.2 million, which is included in the total purchase price for this property in the table above. Rent is not currently being earned on the value attributable to the water.
(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.
Summary of Borrowings
Our borrowings as of September 30, 2021, and December 31, 2020, are summarized below (dollars in thousands):
  Carrying Value as of   As of September 30, 2021
September 30, 2021 December 31, 2020
Stated Interest
Rates(1)
(Range; Wtd. Avg)
 Maturity Dates
(Range; Wtd. Avg)
Notes and bonds payable:
Fixed-rate notes payable $ 564,695  $ 492,182 
2.44%–5.70%; 3.73%
 2/14/2022–7/1/2051; November 2032
Variable-rate notes payable —  45,525  N/A N/A
Fixed-rate bonds payable 84,762  89,883 
2.13%–4.57%; 3.45%
 1/12/2022–10/31/2028; October 2024
Total notes and bonds payable 649,457  627,590 
Debt issuance costs – notes and bonds payable (3,490) (3,629) N/A N/A
Notes and bonds payable, net $ 645,967  $ 623,961 
Variable-rate revolving lines of credit $ 100  $ 100  2.50% 4/5/2024
Total borrowings, net $ 646,067  $ 624,061 
(1)Where applicable, stated interest rates are before interest patronage (as described below).
The following table summarizes the pertinent terms of the New MetLife Facility as of September 30, 2021 (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 $ 36,900 
2.75%, fixed through 1/4/2030
(2)
 38,100 
(3)
MetLife Lines of Credit 75,000  4/5/2024 100 
3-month LIBOR + 2.00%
(4)
 74,900 
(3)
Total principal outstanding $ 37,000    
(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 thereunder.
(2)Interest rates on any future 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, 2021, the maximum additional amount we could draw under the facility was approximately $24.2 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).
During the nine months ended September 30, 2021, we issued one new bond under the Farmer Mac Facility, the pertinent 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
2/4/2021 $ 2,460  10/31/2028 25.0 years 3.13% Fixed throughout term
During the nine months ended September 30, 2021, 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
Farm Credit West, FLCA(2)
1/28/2021 $2,073 11/1/2045 24.8 years 3.23% Fixed through 12/31/2027 (variable thereafter)
Mid Atlantic Farm Credit, ACA 3/3/2021 960  6/1/2045 24.4 years 3.80% Fixed through 1/31/2031 (variable thereafter)
GreenStone Farm Credit Services, FLCA 8/17/2021 7,980  8/1/2046 25.5 years 4.00% Fixed through 7/31/2031 (variable thereafter)
Golden State Farm Credit, FLCA 9/28/2021 15,960  7/1/2051 30.0 years 3.75% Fixed through 9/30/2031 (variable thereafter)
Golden State Farm Credit, FLCA 9/28/2021 6,840  7/1/2046 25.0 years 3.75% Fixed through 9/30/2031 (variable thereafter)
(1)Stated rate is before interest patronage, as described below.
(2)Loan proceeds used to repay a previously-issued loan with an outstanding balance of approximately $1.4 million and a stated interest rate of 4.99%.
During the nine months ended September 30, 2021, we entered into loan agreements with certain other lenders, 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
Rabo AgriFinance, LLC(1)
3/11/2021 $ 3,780  12/1/2030 25.0 years 3.27% Fixed throughout term
Rabo AgriFinance, LLC(1)
3/11/2021 630  12/1/2022 None
(interest only)		 2.44% Fixed throughout term
(1)Loans were issued as variable-rate loans but were subsequently fixed through our entry into interest rate swap agreements with the lender (as counterparty).
Subsequent to the quarter ended September 30, 2021, we entered into certain agreements to provide for future financings. The terms of these agreements are summarized in the following table (dollars in thousands):
Issuer Expected Funding Period Amount
Stated Interest Rate(1)
Interest Rate Terms
Rabo AgriFinance, LLC Q4 2021 $ 22,620  3.42%
Fixed throughout term(2)
Farmer Mac Q4 2021 1,290  3.32% Fixed throughout term
American AgCredit
TBD(3)
2,990  3.00% Variable, as determined by lender
(1)Where applicable, stated rate is before interest patronage, as described in Note 4 “Borrowings—Farm Credit Notes Payable—Interest Patronage.”
(2)Pursuant to an interest rate swap agreement entered into with Rabo AgriFinance, LLC, the loan will bear interest at a fixed rate of 3.42% through November 2030.
(3)A portion of this loan is tied to an ongoing development project and will not be fully available to us until the project is complete. The completion of the development project and the receipt of these loan proceeds are both expected to occur by May 2023.
Schedule of Equity Activity
The following table provides information on equity sales that have occurred subsequent to September 30, 2021 (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)
395,405 $ 24.95  $ 9,866  $ 8,995 
Common Stock – ATM Program 2,166,024 23.07  49,970  49,470 
(1)Net of Selling Commissions and Dealer-Manager Fees or underwriting discounts and commissions (in each case, as applicable).
(2)Excludes approximately 1,894 shares issued pursuant to the DRIP.
Monthly Distributions Declared by Company's Board of Directors
On October 12, 2021, 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 B Preferred Stock: October 22, 2021 October 29, 2021 $ 0.125 
November 19, 2021 November 30, 2021 0.125 
December 23, 2021 December 31, 2021 0.125 
Total Series B Preferred Stock Distributions: $ 0.375 
Series C Preferred Stock: October 28, 2021 November 5, 2021 $ 0.125 
November 29, 2021 December 6, 2021 0.125 
December 29, 2021 January 5, 2022 0.125 
Total Series C Preferred Stock Distributions: $ 0.375 
Series D Term Preferred Stock: October 22, 2021 October 29, 2021 $ 0.104167 
November 19, 2021 November 30, 2021 0.104167 
December 23, 2021 December 31, 2021 0.104167 
Total Series D Term Preferred Stock Distributions: $ 0.312501 
Common Stock(1):
October 22, 2021 October 29, 2021 $ 0.0452 
November 19, 2021 November 30, 2021 0.0452 
December 23, 2021 December 31, 2021 0.0452 
Total Common Stock Distributions: $ 0.1356 
(1)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.