Quarterly report pursuant to Section 13 or 15(d)

SUBSEQUENT EVENTS (Tables)

v3.22.2
SUBSEQUENT EVENTS (Tables)
 6 Months Ended
Jun. 30, 2022
Subsequent Events [Abstract]  
Schedule of Asset Acquisitions
During the six months ended June 30, 2022, we completed the following acquisitions, 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
Annualized
Straight-line
Rent(1)
Farm Road(2)
Charlotte, FL 5/20/2022 15 0 Adjacent parcel N/A N/A $ 54  $ 15  $ — 
County Road 35 Glenn, CA 6/16/2022 1,374 1 Olives for Olive Oil 14.5 years
1 (5 years)
 24,500  54  1,714 
1,389 1 $ 24,554  $ 69  $ 1,714 
(1)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.
(2)Represents the acquisition of a parcel of land adjacent to an existing farm, providing additional road access to such farm. No new lease was executed related to this acquisition.
During the six months ended June 30, 2021, we completed the following acquisitions, 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 — 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  51  785 
4,203 15 $ 85,319  $ 480  $ 4,721 
(1)Includes approximately $31,000 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.
Subsequent to June 30, 2022, 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)
/ Use		 Lease
Term		 Renewal
Options		 Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
Reagan Road(3)
Cochise, AZ 7/13/2022 40 0 Corn 12.5 years None $ 120  $ 14  $ 39 
North Columbia River Road and Prunedale Road(4)
Franklin & Grant, WA, and Umatilla, OR 7/21/2022 1,317 4 Wine Grapes 8.6 years None 37,250  94  2,569 
1,357 4 $ 37,370  $ 108  $ 2,608 
(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)Represents the acquisition of a parcel of farmable land adjacent to an existing farm.
(4)Upon acquisition, we executed four new leases with the existing tenants on these farms. The lease terms above represent the weighted-average lease term and aggregate annualized straight-line rent of these four leases.
Summary of Borrowings
Our borrowings as of June 30, 2022, and December 31, 2021, are summarized below (dollars in thousands):
  Carrying Value as of   As of June 30, 2022
June 30, 2022 December 31, 2021
Stated Interest
Rates(1)
(Range; Wtd. Avg)
 Maturity Dates
(Range; Wtd. Avg)
Notes and bonds payable:
Fixed-rate notes payable $ 583,114  $ 582,665 
2.44%–5.70%; 3.74%
 7/1/2022–7/1/2051; December 2032
Variable-rate notes payable 1,124  2,856  3.25% 5/1/2044
Fixed-rate bonds payable 81,342  86,052 
2.13%–4.57%; 3.46%
 12/22/2022–12/30/2030; June 2025
Total notes and bonds payable 665,580  671,573 
Debt issuance costs – notes and bonds payable (3,734) (3,691) N/A N/A
Notes and bonds payable, net $ 661,846  $ 667,882 
Variable-rate revolving lines of credit $ 100  $ 100  2.97% 4/5/2024
Total borrowings, net $ 661,946  $ 667,982 
(1)Where applicable, stated interest rates are before interest patronage (as described below).
The following table summarizes the pertinent terms of the 2022 MetLife Facility as of June 30, 2022 (dollars in thousands, except for footnotes):
Issuance Aggregate
Commitment		 Maturity
Dates		 Principal
Outstanding		   Interest Rate Terms  
Undrawn
Commitment(1)
MetLife Lines of Credit $ 75,000  4/5/2024 $ 100 
3-month LIBOR + 2.00%
(2)
 $ 74,900 
2020 MetLife Term Note 75,000 
(3)
 1/5/2030 36,900 
2.75%, fixed through 1/4/2030
(4)
 38,100 
2022 MetLife Term Note 100,000 
(5)
 1/5/2032 —  (6)

100,000 
Totals $ 250,000  $ 37,000  $ 213,000 
(1)Based on the properties that were pledged as collateral under the 2022 MetLife Facility, as of June 30, 2022, the maximum additional amount we could draw under the facility was approximately $110.3 million.
(2)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).
(3)If the aggregate commitment under the 2020 MetLife Term Note is not fully utilized by December 31, 2022, MetLife has no obligation to disburse the remaining funds under the 2020 MetLife Term Note.
(4)Interest rates on future disbursements under the 2020 MetLife Term Note will be based on prevailing market rates at the time of such disbursements. In addition, through December 31, 2022, the 2020 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 2020 MetLife Term Note).
(5)If the aggregate commitment under the 2022 MetLife Term Note is not fully utilized by December 31, 2024, MetLife has no obligation to disburse the remaining funds under the 2022 MetLife Term Note.
(6)Interest rates on future disbursements under the 2022 MetLife Term Note will be based on prevailing market rates at the time of such disbursements. In addition, through December 31, 2024, the 2022 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 2022 MetLife Term Note).
During the six months ended June 30, 2022, we issued two new bonds 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
1/11/2022 $ 1,980  12/30/2030 20.0 years 3.31% Fixed throughout term
2/25/2022 1,710  12/30/2030 25.0 years 3.68% Fixed throughout term
During the six months ended June 30, 2022, we entered into the following loan agreement with Farm Credit (dollars in thousands):
Issuer Date of
Issuance		 Amount Maturity
Date		 Principal
Amortization
Stated Interest Rate(1)
Interest Rate Terms
Northwest Farm Credit Services, FLCA 1/31/2022 $1,442 2/1/2032 20.1 years 4.65% Fixed throughout term
Farm Credit of Central Florida, ACA 4/5/2022 4,800 2/1/2046 23.8 years 4.36% Fixed through 2/28/2027; variable thereafter
(1)Stated rate is before interest patronage, as described below.
Schedule of Equity Activity
The following table provides information on equity sales that have occurred subsequent to June 30, 2022 (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)
1,579,580 $ 24.80  $ 39,178  $ 35,935 
(1)Net of Selling Commissions and Dealer-Manager Fees or underwriting discounts and commissions (in each case, as applicable).
(2)Excludes approximately 6,365 shares issued pursuant to the DRIP.
Monthly Distributions Declared by Company's Board of Directors
On July 12, 2022, 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: July 22, 2022 July 29, 2022 $ 0.125 
August 23, 2022 August 31, 2022 0.125 
September 22, 2022 September 30, 2022 0.125 
Total Series B Preferred Stock Distributions: $ 0.375 
Series C Preferred Stock: July 27, 2022 August 5, 2022 $ 0.125 
August 25, 2022 September 6, 2022 0.125 
September 27, 2022 October 5, 2022 0.125 
Total Series C Preferred Stock Distributions: $ 0.375 
Series D Term Preferred Stock: July 22, 2022 July 29, 2022 $ 0.104167 
August 23, 2022 August 31, 2022 0.104167 
September 22, 2022 September 30, 2022 0.104167 
Total Series D Term Preferred Stock Distributions: $ 0.312501 
Common Stock(1):
July 22, 2022 July 29, 2022 $ 0.0456 
August 23, 2022 August 31, 2022 0.0456 
September 22, 2022 September 30, 2022 0.0456 
Total Common Stock Distributions: $ 0.1368 
(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.