Real Estate and Intangible Assets |
REAL ESTATE AND INTANGIBLE ASSETS
All of our properties are wholly-owned on a fee-simple basis, except where noted. The following table provides certain summary information about the 111 farms we owned as of December 31, 2019 (dollars in thousands, except for footnotes):
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|
|
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|
|
|
|
|
|
Location |
|
No. of Farms |
|
Total Acres |
|
Farm Acres |
|
Net Cost Basis(1)
|
|
Encumbrances(2)
|
California(3)
|
|
42 |
|
14,830 |
|
13,610 |
|
$ |
420,537 |
|
|
$ |
261,957 |
|
Florida |
|
23 |
|
20,770 |
|
16,256 |
|
211,132 |
|
|
133,327 |
|
Arizona(4)
|
|
6 |
|
6,280 |
|
5,228 |
|
55,941 |
|
|
22,427 |
|
Colorado |
|
10 |
|
31,448 |
|
24,513 |
|
42,125 |
|
|
27,089 |
|
Nebraska |
|
8 |
|
7,104 |
|
6,402 |
|
27,439 |
|
|
17,246 |
|
Michigan |
|
15 |
|
962 |
|
682 |
|
12,408 |
|
|
7,646 |
|
Texas |
|
1 |
|
3,667 |
|
2,219 |
|
8,335 |
|
|
5,227 |
|
Washington |
|
1 |
|
746 |
|
417 |
|
8,302 |
|
|
5,052 |
|
Oregon |
|
3 |
|
418 |
|
363 |
|
6,266 |
|
|
3,840 |
|
North Carolina |
|
2 |
|
310 |
|
295 |
|
2,284 |
|
|
1,238 |
|
|
|
111 |
|
86,535 |
|
69,985 |
|
$ |
794,769 |
|
|
$ |
485,049 |
|
|
|
(1) |
Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Specifically, includes Investments in real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net; plus net above-market lease values, lease incentives, and net investments in special-purpose LLCs included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Consolidated Balance Sheets. |
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(2) |
Excludes approximately $3.1 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Consolidated Balance Sheets.
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|
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(3) |
Includes ownership in a special-purpose LLC that owns a pipeline conveying water to one of our properties. As of December 31, 2019, this investment had a carrying value of approximately $587,000 and is included within Other assets, net on the accompanying Consolidated Balance Sheet.
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|
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(4) |
Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively. In total, these two farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $2.1 million as of December 31, 2019 (included in Lease intangibles, net on the accompanying Consolidated Balance Sheet).
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Real Estate
The following table sets forth the components of our investments in tangible real estate assets as of December 31, 2019 and 2018 (dollars in thousands):
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|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
December 31, 2018 |
Real estate: |
|
|
|
|
Land and land improvements |
|
$ |
583,247 |
|
|
$ |
417,310 |
|
Irrigation and drainage systems |
|
108,222 |
|
|
71,583 |
|
Horticulture |
|
107,941 |
|
|
48,894 |
|
Farm-related facilities |
|
20,665 |
|
|
18,510 |
|
Other site improvements |
|
7,180 |
|
|
6,707 |
|
Real estate, at gross cost |
|
827,255 |
|
|
563,004 |
|
Accumulated depreciation |
|
(35,174 |
) |
|
(24,051 |
) |
Real estate, net |
|
$ |
792,081 |
|
|
$ |
538,953 |
|
Real estate depreciation expense on these tangible assets was approximately $11.2 million and $8.2 million for the years ended December 31, 2019 and 2018, respectively.
Included in the figures above are amounts related to improvements made on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of December 31, 2019 and 2018, we recorded tenant improvements, net of accumulated depreciation, of approximately $2.2 million and $2.4 million, respectively. We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $292,000 and $334,000 during the years ended December 31, 2019 and 2018, respectively.
Intangible Assets and Liabilities
The following table summarizes the carrying value of certain lease intangible assets and the related accumulated amortization as of December 31, 2019 and 2018 (dollars in thousands):
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|
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|
|
|
|
|
|
|
December 31, 2019 |
|
December 31, 2018 |
Lease intangibles: |
|
|
|
|
Leasehold interest – land |
|
$ |
3,498 |
|
|
$ |
3,498 |
|
In-place leases |
|
2,293 |
|
|
2,046 |
|
Leasing costs |
|
2,066 |
|
|
1,963 |
|
Tenant relationships |
|
414 |
|
|
414 |
|
Lease intangibles, at gross cost |
|
8,271 |
|
|
7,921 |
|
Accumulated amortization |
|
(3,444 |
) |
|
(2,235 |
) |
Lease intangibles, net |
|
$ |
4,827 |
|
|
$ |
5,686 |
|
Total amortization expense related to these lease intangible assets was approximately $1.6 million and $1.1 million for the years ended December 31, 2019 and 2018, respectively.
The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of December 31, 2019 and 2018 (dollars in thousands):
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|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
December 31, 2018 |
Intangible Asset or Liability |
|
Deferred
Rent Asset
(Liability)
|
|
Accumulated
(Amortization)
Accretion
|
|
Deferred
Rent Asset
(Liability)
|
|
Accumulated
(Amortization)
Accretion
|
Above-market lease values and lease incentives(1)
|
|
$ |
111 |
|
|
$ |
(41 |
) |
|
$ |
126 |
|
|
$ |
(18 |
) |
Below-market lease values and other deferred revenues(2)
|
|
(886 |
) |
|
257 |
|
|
(917 |
) |
|
202 |
|
|
|
$ |
(775 |
) |
|
$ |
216 |
|
|
$ |
(791 |
) |
|
$ |
184 |
|
|
|
(1) |
Net above-market lease values and lease incentives are included as part of Other assets, net on the accompanying Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue on the accompanying Consolidated Statements of Operations and Comprehensive Income. |
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|
(2) |
Net below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue on the accompanying Consolidated Statements of Operations and Comprehensive Income. |
Total amortization related to above-market lease values and lease incentives was approximately $128,000 and $13,000 for the years ended December 31, 2019 and 2018, respectively. Total accretion related to below-market lease values and other deferred revenues was approximately $172,000 and $77,000 for the years ended December 31, 2019 and 2018, respectively. In addition, we wrote off approximately $105,000 and $117,000 of deferred rent assets and deferred rent liabilities, respectively, during the year ended December 31, 2019, due to expiration of their respective amortization or accretion periods.
The estimated aggregate amortization expense to be recorded related to in-place lease values, leasing costs, and tenant relationships and the estimated net impact on lease revenue from the amortization of above-market lease values and lease incentives or accretion of above-market lease values and other deferred revenues for each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):
|
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|
|
|
|
|
|
|
|
|
Period |
|
Estimated
Amortization
Expense
|
|
Estimated Net
Increase (Decrease)
to Lease Revenue
|
For the fiscal years ending December 31: |
2020 |
|
$ |
1,374 |
|
|
$ |
137 |
|
|
2021 |
|
1,062 |
|
|
113 |
|
|
2022 |
|
780 |
|
|
115 |
|
|
2023 |
|
692 |
|
|
108 |
|
|
2024 |
|
624 |
|
|
89 |
|
|
Thereafter |
|
295 |
|
|
(3 |
) |
|
|
|
$ |
4,827 |
|
|
$ |
559 |
|
Acquisitions
Upon our adoption of ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” on October 1, 2016, most acquisitions, including those with a prior leasing history, are generally treated as an asset acquisition under ASC 360. For acquisitions accounted for as asset acquisitions under ASC 360, all acquisition-related costs, other than those costs that directly related to either originating new leases we execute upon acquisition or reviewing in-place leases we assumed upon acquisition, are capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired or liabilities assumed. Upon our adoption of ASU 2016-02 on January 1, 2019, costs that directly related to either negotiating and originating new leases or reviewing assumed leases (generally, external legal costs) are expensed as incurred, whereas these costs were generally capitalized as part of leasing costs under the previous leasing standard. In addition, total consideration for acquisitions may include a combination of cash and equity securities, such as OP Units. When OP Units are issued in connection with acquisitions, we determine the fair value of the OP Units issued based on the number of units issued multiplied by the closing price of the Company’s common stock on the date of acquisition. Unless otherwise noted, all properties acquired during 2019 and 2018 were accounted for as asset acquisitions under ASC 360.
2019 Acquisitions
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).
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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)
|
|
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 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 |
|
Highway 17(9)
|
|
Hayes, NE |
|
10/7/2019 |
|
2,561 |
|
3 |
|
Corn, soybeans, & edible beans |
|
0.2 years |
|
None |
|
9,690 |
|
|
44 |
|
|
489 |
|
|
5,739 |
|
Indian Highway(10)
|
|
Hayes & Hitchcock, NE |
|
10/7/2019 |
|
1,289 |
|
2 |
|
Corn, soybeans, & edible beans |
|
0.3 years |
|
None |
|
5,000 |
|
|
36 |
|
|
788 |
|
|
3,045 |
|
Sutter Avenue II(3)(6)
|
|
Fresno, CA |
|
11/1/2019 |
|
1,099 |
|
1 |
|
Pistachios |
|
8.0 years |
|
2 (5 years) |
|
37,000 |
|
|
73 |
|
|
2,365 |
|
|
25,500 |
|
|
|
|
|
|
|
13,330 |
|
26 |
|
|
|
|
|
|
|
$ |
252,722 |
|
|
$ |
1,376 |
|
|
$ |
16,682 |
|
|
$ |
154,683 |
|
|
|
(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.
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(2) |
Annualized straight-line rent is 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. |
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(3) |
Leases provide for a 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. |
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(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.
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(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.
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(6) |
In connection with the acquisition of Sutter Avenue (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. 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. As our investment in the LLC is deemed to constitute “significant influence,” we have accounted for this investment under the equity method. From the commencement of our ownership in the LLC through December 31, 2019, there was no material income or loss recognized by the LLC; thus, no net income or loss was recorded by us during the year ended December 31, 2019. Our combined 25.0% ownership interest in the LLC, which had an aggregate carrying value of approximately $587,000 as of December 31, 2019, is included within Other assets, net on the accompanying Consolidated Balance Sheet.
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(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.
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(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 by February 25, 2020. We are currently unable to estimate when this approval will be obtained, if at all. If approval is obtained, we have 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.
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(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
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|
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(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.
|
During the year ended December 31, 2019, in the aggregate, we recognized operating revenues of approximately $6.8 million and net income of approximately $2.4 million related to the above acquisitions.
2018 Acquisitions
During the year ended December 31, 2018, we acquired 13 new farms, which are summarized in the table below (dollars in thousands, except for footnotes).
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Property Name |
|
Property
Location
|
|
Acquisition
Date
|
|
Total
Acreage
|
|
No. of Farms |
|
Primary
Crop(s)
|
|
Lease
Term(1)
|
|
Renewal
Options
|
|
Total
Purchase
Price
|
|
Acquisition
Costs
|
|
Annualized
Straight-line
Rent(1)
|
|
New
Long-term
Debt
|
Taft Highway(2)
|
|
Kern, CA |
|
1/31/2018 |
|
161 |
|
1 |
|
Potatoes and Melons |
|
N/A |
|
N/A |
|
$ |
2,945 |
|
|
$ |
32 |
|
|
$ |
— |
|
|
$ |
1,473 |
|
Cemetery Road |
|
Van Buren, MI |
|
3/13/2018 |
|
176 |
|
1 |
|
Blueberries |
|
9.6 years |
|
None |
|
2,100 |
|
|
39 |
|
|
150 |
|
|
1,260 |
|
Owl Hammock(3)
|
|
Collier & Hendry, FL |
|
7/12/2018 |
|
5,630 |
|
5 |
|
Vegetables and Melons |
|
7.0 years |
|
2 (5 years) |
|
37,350 |
|
|
197 |
|
|
2,148 |
|
|
22,410 |
|
Plantation Road |
|
Jackson, FL |
|
9/6/2018 |
|
574 |
|
1 |
|
Peanuts and Melons |
|
2.3 years |
|
None |
|
2,600 |
|
|
35 |
|
|
142 |
|
|
1,560 |
|
Flint Avenue |
|
Kings, CA |
|
9/13/2018 |
|
194 |
|
2 |
|
Cherries |
|
15.3 years |
|
1 (5 years) |
|
6,850 |
|
|
61 |
|
|
523 |
|
|
4,110 |
|
Sunnyside Avenue(4)
|
|
Madera, CA |
|
11/1/2018 |
|
951 |
|
1 |
|
Figs and Pistachios |
|
8.0 years |
|
2 (5 years) |
|
23,000 |
|
|
65 |
|
|
1,237 |
|
|
13,800 |
|
Bunker Hill(5)
|
|
Hartley, TX |
|
11/20/2018 |
|
3,667 |
|
1 |
|
Chip Potatoes |
|
1.1 years |
|
None |
|
8,400 |
|
|
37 |
|
|
356 |
|
|
5,280 |
|
Olsen Road(4)(6)
|
|
Merced, CA |
|
12/6/2018 |
|
761 |
|
1 |
|
Almonds |
|
0.9 years |
|
3 (5 years) & 1 (3 years) |
|
8,181 |
|
|
45 |
|
|
25 |
|
|
— |
|
|
|
|
|
|
|
12,114 |
|
13 |
|
|
|
|
|
|
|
$ |
91,426 |
|
|
$ |
511 |
|
|
$ |
4,581 |
|
|
$ |
49,893 |
|
|
|
(1) |
Annualized straight-line rent is 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) |
Farm was purchased with no lease in place at the time of acquisition. |
|
|
(3) |
In connection with the acquisition of this property, we committed to provide up to $2.0 million of capital for certain irrigation and property improvements. As stipulated in the lease, we will earn additional rental income on the total cost of the improvements as disbursements are made by us at a rate commensurate with the annual yield on the farmland (as determined by each year's minimum cash rent per the lease).
|
|
|
(4) |
Leases provide for a 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. |
|
|
(5) |
Purchase price is net of a $100,000 credit provided to us by the seller.
|
|
|
(6) |
Lease provided for an initial rent payment of approximately $471,000 to be paid upon commencement of the lease, with all subsequent annual rent payments to be participation rents based on the gross revenues earned on the farm. In accordance with GAAP, the initial rent payment (which represents the only cash rental payment guaranteed under the lease) is being recognized over the full term of the lease, including all tenant renewal options (which management believes to represent the minimum lease term, as defined by GAAP).
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During the year ended December 31, 2018, in the aggregate, we recognized operating revenues of approximately $1.6 million, and net income of approximately $290,000, related to the above acquisitions.
Purchase Price Allocations
The allocation of the aggregate purchase price for the farms acquired during each of the years ended December 31, 2019 and 2018 is as follows (dollars in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition Period |
|
Land and
Land
Improvements
|
|
Irrigation & drainage Systems |
|
Horticulture |
|
Farm-related
Facilities
|
|
Other Site Improvements |
|
In-place
Leases
|
|
Leasing
Costs
|
|
Below-Market Leases(1)
|
|
Investment in LLC(2)
|
|
Total
Purchase
Price
|
2019 Acquisitions |
|
$ |
164,681 |
|
|
$ |
26,184 |
|
|
$ |
58,240 |
|
|
$ |
2,080 |
|
|
$ |
358 |
|
|
560 |
|
|
$ |
117 |
|
|
$ |
(85 |
) |
|
$ |
587 |
|
|
$ |
252,722 |
|
2018 Acquisitions |
|
72,508 |
|
|
4,313 |
|
|
13,288 |
|
|
123 |
|
|
— |
|
|
763 |
|
|
526 |
|
|
(95 |
) |
|
— |
|
|
91,426 |
|
|
|
(1) |
Included within Other liabilities, net on the accompanying Consolidated Balance Sheets. |
|
|
(2) |
Included within Other assets, net on the accompanying Consolidated Balance Sheets. |
Acquired Intangibles and Liabilities
The following table shows the weighted-average amortization periods (in years) for the intangible assets acquired and liabilities assumed in connection with new real estate acquired during the years ended December 31, 2019 and 2018:
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|
|
|
|
|
|
|
Weighted-Average
Amortization Period (in Years)
|
Intangible Assets and Liabilities |
|
2019 |
|
2018 |
In-place leases |
|
1.9 |
|
5.9 |
Leasing costs |
|
3.0 |
|
6.9 |
Below-market lease values and other deferred revenue |
|
2.5 |
|
1.1 |
All intangible assets and liabilities |
|
2.1 |
|
6.0 |
Significant Existing Real Estate Activity
Leasing Activity
The following table summarizes certain leasing activity that occurred on our existing properties during the year ended December 31, 2019 (dollars in thousands, except footnotes):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRIOR LEASES |
|
NEW LEASES(1)
|
Farm Locations |
Number
of
Leases
|
Total
Farm
Acres
|
|
Total
Annualized
Straight-line
Rent(2)
|
# of Leases
with
Participation
Rents
|
Lease
Structures
(# of NNN
/ NN)(3)
|
|
Total Annualized Straight-line Rent(2)
|
Wtd. Avg.
Term (Years)
|
# of Leases with Participation Rents |
Lease
Structures
(# of NNN
/ NN)(3)
|
AZ, CA, FL, MI, NE, TX |
24 |
16,955 |
|
$ |
9,543 |
|
3 |
14 / 10 |
|
$ |
10,795 |
|
6.4 |
3 |
11 / 13 |
|
|
(1) |
In connection with certain of these leases, we committed to provide capital for certain improvements on these farms. See Note 7, “Commitments and Contingencies—Operating Obligations” for additional information on certain of these commitments.
|
|
|
(2) |
Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. |
|
|
(3) |
“NNN” refers to leases under triple-net lease arrangements, and “NN” refers to leases under partial-net lease arrangements. For a description of each of these types of lease arrangements, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Leases—General.”
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See Note 11, “Subsequent Events—Leasing Activity” for additional leasing activity that occurred subsequent to December 31, 2019.
Project Completion
During 2018 and 2019, we replaced a total of 40 irrigation pivots on one of our properties in Colorado at an aggregate cost of approximately $2.6 million. Pursuant to lease amendments executed during the year ended December 31, 2019, in connection with this project, we will earn additional straight-line rental income of approximately $196,000 per year throughout the remaining term of the lease, which expires on February 28, 2021.
Future Minimum Lease Payments
We account for all of our leasing arrangements in which we are the lessor as operating leases. The majority of our leases are subject to fixed rental increases, and a small subset of our lease portfolio includes lease payments based on an index, such as the consumer price index (“CPI”). In addition, several of our leases contain participation rent components based on the gross revenues earned on the respective farms. Most of our leases also include tenant renewal options; however, these renewal options are generally based on then-current market rental rates and are therefore typically excluded from the determination of the minimum lease term. Our leases do not generally include tenant termination options.
The following tables summarize the future lease payments to be received under non-cancelable leases as of December 31, 2019 and 2018 (dollars in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019 |
|
As of December 31, 2018 |
Period |
|
Tenant
Lease
Revenue
|
|
Period |
|
Tenant Lease Revenue |
For the fiscal years ending December 31, |
2020 |
|
$ |
46,483 |
|
|
For the fiscal years ending December 31, |
2019 |
|
$ |
30,290 |
|
|
2021 |
|
40,799 |
|
|
|
2020 |
|
26,917 |
|
|
2022 |
|
38,793 |
|
|
|
2021 |
|
20,980 |
|
|
2023 |
|
39,351 |
|
|
|
2022 |
|
19,775 |
|
|
2024 |
|
34,080 |
|
|
|
2023 |
|
19,413 |
|
|
Thereafter |
|
125,137 |
|
|
|
Thereafter |
|
59,934 |
|
|
|
|
$ |
324,643 |
|
|
|
|
|
$ |
177,309 |
|
Portfolio Diversification and Concentrations
Diversification
The following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of December 31, 2019 and 2018 (dollars in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and For the Year Ended December 31, 2019 |
|
As of and For the Year Ended December 31, 2018 |
State |
|
Number of Farms |
|
Total Acres |
|
% of Total Acres |
|
Lease Revenue |
|
% of Total Lease Revenue |
|
Number of Farms |
|
Total Acres |
|
% of Total Acres |
|
Lease Revenue |
|
% of Total Lease Revenue |
California(1)
|
|
42 |
|
14,830 |
|
17.1% |
|
$ |
21,701 |
|
|
53.3% |
|
33 |
|
10,147 |
|
13.8% |
|
$ |
13,672 |
|
|
46.6% |
Florida |
|
23 |
|
20,770 |
|
24.0% |
|
11,115 |
|
|
27.3% |
|
22 |
|
17,184 |
|
23.5% |
|
8,133 |
|
|
27.7% |
Colorado |
|
10 |
|
31,448 |
|
36.3% |
|
2,857 |
|
|
7.0% |
|
10 |
|
31,448 |
|
42.9% |
|
2,743 |
|
|
9.3% |
Arizona |
|
6 |
|
6,280 |
|
7.3% |
|
2,219 |
|
|
5.5% |
|
6 |
|
6,280 |
|
8.6% |
|
2,045 |
|
|
7.0% |
Nebraska |
|
8 |
|
7,104 |
|
8.2% |
|
665 |
|
|
1.6% |
|
2 |
|
2,559 |
|
3.5% |
|
580 |
|
|
2.0% |
Texas |
|
1 |
|
3,667 |
|
4.2% |
|
527 |
|
|
1.3% |
|
1 |
|
3,667 |
|
5.0% |
|
60 |
|
|
0.2% |
Oregon |
|
3 |
|
418 |
|
0.5% |
|
515 |
|
|
1.3% |
|
3 |
|
418 |
|
0.6% |
|
893 |
|
|
3.0% |
Washington |
|
1 |
|
746 |
|
0.9% |
|
506 |
|
|
1.2% |
|
1 |
|
746 |
|
1.1% |
|
718 |
|
|
2.4% |
Michigan |
|
15 |
|
962 |
|
1.1% |
|
429 |
|
|
1.1% |
|
5 |
|
446 |
|
0.6% |
|
370 |
|
|
1.3% |
North Carolina |
|
2 |
|
310 |
|
0.4% |
|
158 |
|
|
0.4% |
|
2 |
|
310 |
|
0.4% |
|
148 |
|
|
0.5% |
|
|
111 |
|
86,535 |
|
100.0% |
|
$ |
40,692 |
|
|
100.0% |
|
85 |
|
73,205 |
|
100.0% |
|
$ |
29,362 |
|
|
100.0% |
|
|
(1) |
According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
|
Concentrations
Credit Risk
As of December 31, 2019, our farms were leased to 72 different, unrelated third-party tenants, with certain tenants leasing more than one farm. One unrelated third-party tenant (“Tenant A”) leases five of our farms, and aggregate lease revenue attributable to Tenant A accounted for approximately $4.5 million, or 10.9% of the total lease revenue recorded during the year ended December 31, 2019. If Tenant A fails to make rental payments, elects to terminate its leases prior to their expirations, or does not renew its leases (and we cannot re-lease the farms on satisfactory terms), there could be a material adverse effect on our financial performance and ability to continue operations. No other individual tenant represented greater than 10.0% of the total lease revenue recorded during the year ended December 31, 2019.
Geographic Risk
Farms located in California and Florida accounted for approximately $21.7 million (53.3%) and $11.1 million (27.3%), respectively, of the total lease revenue recorded during the year ended December 31, 2019. Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster occur where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. None of our farms in California were materially impacted by the wildfires that occurred there during the year ended December 31, 2019. No other single state accounted for more than 10.0% of the total rental revenue recorded during the year ended December 31, 2019.
|