Quarterly report pursuant to Section 13 or 15(d)

Real Estate and Intangible Assets

v3.5.0.2
Real Estate and Intangible Assets
9 Months Ended
Sep. 30, 2016
Real Estate [Abstract]  
REAL ESTATE AND INTANGIBLE ASSETS
REAL ESTATE AND INTANGIBLE ASSETS
All of our properties are wholly owned on a fee-simple basis. The following table provides certain summary information about our 56 farms as of September 30, 2016:
Property Name
 
Location
 
Date
Acquired
 
No. of
Farms
 
Total
Acres
 
Farm
Acres
 
Lease
Expiration
Date
 
 
Net Cost
Basis
(1)
 
Encumbrances(2)
 
San Andreas
 
Watsonville, CA
 
6/16/1997
 
1
 
307
 
238
 
12/31/2020
 
 
$
4,756,950

 
$
7,702,672

 
West Gonzales
 
Oxnard, CA
 
9/15/1998
 
1
 
653
 
502
 
6/30/2020
 
 
12,066,248

 
30,017,766

 
West Beach
 
Watsonville, CA
 
1/3/2011
 
3
 
196
 
195
 
12/31/2023
 
 
9,277,502

 
6,717,183

 
Dalton Lane
 
Watsonville, CA
 
7/7/2011
 
1
 
72
 
70
 
10/31/2020
 
 
2,675,171

 
1,590,375

 
Keysville Road
 
Plant City, FL
 
10/26/2011
 
2
 
61
 
56
 
6/30/2020
 
 
1,239,430

 
897,600

 
Colding Loop
 
Wimauma, FL
 
8/9/2012
 
1
 
219
 
181
 
8/4/2017
 
 
3,865,019

 
2,640,000

 
Trapnell Road
 
Plant City, FL
 
9/12/2012
 
3
 
124
 
110
 
6/30/2017
(3) 
 
3,837,986

 
2,389,500

 
38th Avenue
 
Covert, MI
 
4/5/2013
 
1
 
119
 
89
 
4/4/2020
 
 
1,246,393

 
759,506

 
Sequoia Street
 
Brooks, OR
 
5/31/2013
 
1
 
218
 
206
 
5/31/2028
 
 
3,082,764

 
1,755,757

 
Natividad Road
 
Salinas, CA
 
10/21/2013
 
1
 
166
 
166
 
10/31/2024
 
 
8,923,059

 
3,964,611

 
20th Avenue
 
South Haven, MI
 
11/5/2013
 
3
 
151
 
94
 
11/4/2018
 
 
1,832,760

 
1,132,746

 
Broadway Road
 
Moorpark, CA
 
12/16/2013
 
1
 
60
 
46
 
12/15/2023
 
 
2,873,371

 
1,699,119

 
Oregon Trail
 
Echo, OR
 
12/27/2013
 
1
 
1,895
 
1,640
 
12/31/2023
 
 
13,993,354

 
7,929,221

 
East Shelton
 
Willcox, AZ
 
12/27/2013
 
1
 
1,761
 
1,320
 
2/29/2024
 
 
7,730,123

 
4,717,887

 
Collins Road
 
Clatskanie, OR
 
5/30/2014
 
2
 
200
 
157
 
9/30/2024
 
 
2,341,601

 
1,529,207

 
Spring Valley
 
Watsonville, CA
 
6/13/2014
 
1
 
145
 
110
 
9/30/2022
 
 
5,731,872

 
3,922,133

 
McIntosh Road
 
Dover, FL
 
6/20/2014
 
2
 
94
 
78
 
6/30/2017
(4) 
 
2,441,053

 
1,439,640

 
Naumann Road
 
Oxnard, CA
 
7/23/2014
 
1
 
68
 
66
 
7/31/2017
 
 
6,773,068

 
3,902,310

 
Sycamore Road
 
Arvin, CA
 
7/25/2014
 
1
 
326
 
322
 
10/31/2024
 
 
6,829,362

 
4,379,762

 
Wauchula Road
 
Duette, FL
 
9/29/2014
 
1
 
808
 
590
 
9/30/2024
 
 
13,450,170

 
7,433,100

 
Santa Clara Avenue
 
Oxnard, CA
 
10/29/2014
 
2
 
333
 
331
 
7/31/2017
 
 
24,135,194

 
14,159,324

 
Dufau Road
 
Oxnard, CA
 
11/4/2014
 
1
 
65
 
64
 
11/3/2017
 
 
6,016,522

 
3,675,000

 
Espinosa Road
 
Salinas, CA
 
1/5/2015
 
1
 
331
 
329
 
10/31/2020
 
 
16,111,013

 
10,178,000

 
Parrish Road
 
Duette, FL
 
3/10/2015
 
1
 
419
 
412
 
6/30/2025
 
 
4,141,521

 
2,374,680

 
Immokalee Exchange
 
Immokalee, FL
 
6/25/2015
 
2
 
2,678
 
1,644
 
6/30/2020
 
 
15,467,267

 
9,360,000

 
Holt County
 
Stuart, NE
 
8/20/2015
 
1
 
1,276
 
1,052
 
12/31/2018
 
 
5,423,218

 
3,301,000

 
Rock County
 
Bassett, NE
 
8/20/2015
 
1
 
1,283
 
1,049
 
12/31/2018
 
 
5,406,522

 
3,301,000

 
Bear Mountain
 
Arvin, CA
 
9/3/2015
 
3
 
854
 
841
 
1/9/2031
 
 
26,828,964

 
12,559,887

 
Corbitt Road
 
Immokalee, FL
 
11/2/2015
 
1
 
691
 
390
 
12/31/2021
 
 
3,755,637

 
3,714,880

 
Reagan Road
 
Willcox, AZ
 
12/22/2015
 
1
 
1,239
 
875
 
12/31/2025
 
 
5,750,597

 
3,639,000

 
Gunbarrel Road
 
Alamosa, CO
 
3/3/2016
 
3
 
6,191
 
4,730
 
2/28/2021
 
 
25,015,493

 
15,303,500

 
Calaveras Avenue
 
Coalinga, CA
 
4/5/2016
 
1
 
453
 
435
 
10/31/2025
 
 
15,290,013

 
9,282,000

 
Orange Avenue
 
Fort Pierce, FL
 
7/1/2016
 
1
 
401
 
400
 
6/30/2023
 
 
5,113,269

 
3,091,761

 
Lithia Road
 
Lithia, FL
 
8/11/2016
 
1
 
72
 
55
 
5/31/2021
 
 
1,700,469

 
1,020,000

 
Baca County
 
Edler, CO
 
9/1/2016
 
5
 
7,384
 
6,785
 
12/31/2020
 
 
6,385,779

 

(5) 
Diego Ranch
 
Stanislaus, CA
 
9/14/2016
 
1
 
1,357
 
1,309
 
11/15/2019
 
 
13,997,610

 

(5) 
Nevada Ranch
 
Merced, CA
 
9/14/2016
 
1
 
1,130
 
1,021
 
11/15/2019
 
 
13,231,638

 

(5) 
 
 
 
 
 
 
56
 
33,800
 
27,958
 
 
 
 
$
308,737,982

 
$
191,480,127

 

(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. Includes Investments in real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net; plus net above-market lease values included in Other assets; and less net below-market lease values, deferred revenue and unamortized tenant improvements included in Other liabilities, each as shown on the accompanying Condensed Consolidated Balance Sheet.
(2) 
Excludes approximately $1.1 million of deferred financing costs related to mortgage notes and bonds payable included in Mortgage notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet.
(3) 
There are three agricultural leases and one commercial lease on this property. Each of the agricultural leases expires on June 30, 2017, and the commercial lease expires on June 30, 2018.
(4) 
There are two leases in place on this property, one expiring on June 30, 2017, and the other expiring on June 30, 2019.
(5) 
Pledged as collateral under the MetLife Facility subsequent to September 30, 2016. See Note 10, "Subsequent Events," for further discussion.
Real Estate
The following table sets forth the components of our investments in tangible real estate assets as of September 30, 2016, and December 31, 2015:
 
 
September 30, 2016
 
December 31, 2015
Real estate:
 
 
 
 
Land and land improvements
 
$
251,906,593

 
$
192,020,381

Irrigation systems
 
33,355,718

 
21,849,508

Buildings
 
14,670,759

 
11,184,647

Horticulture
 
14,281,209

 
1,490,695

Other improvements
 
4,804,376

 
1,872,606

Real estate, at cost
 
319,018,655

 
228,417,837

Accumulated depreciation
 
(9,781,651
)
 
(6,634,412
)
Real estate, net
 
$
309,237,004

 
$
221,783,425


Real estate depreciation expense on these tangible assets was $1,224,612 and $3,161,434 for the three and nine months ended September 30, 2016, respectively, and $595,539 and $1,647,177 for the three and nine months ended September 30, 2015, respectively.
Included in the figures above are amounts related to improvements on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of September 30, 2016, and December 31, 2015, we recorded tenant improvements, net of accumulated depreciation, of $1,882,114 and $1,302,009, respectively. We recorded both depreciation expense and additional rental revenue related to these tenant improvements of $30,753 and $98,225 during the three and nine months ended September 30, 2016, respectively, and $14,780 and $27,502 for the three and nine months ended September 30, 2015, respectively.
Intangible Assets and Liabilities
The following table summarizes the carrying values of lease intangible assets and the related accumulated amortization as of September 30, 2016, and December 31, 2015:
 
 
September 30, 2016
 
December 31, 2015
Lease intangibles:
 
 
 
 
In-place leases
 
$
1,727,483

 
$
1,225,955

Leasing costs
 
1,086,846

 
677,112

Tenant relationships
 
886,743

 
886,743

Lease intangibles, at cost
 
3,701,072

 
2,789,810

Accumulated amortization
 
(1,585,987
)
 
(1,026,269
)
Lease intangibles, net
 
$
2,115,085

 
$
1,763,541

Total amortization expense related to these lease intangible assets was $207,234 and $582,095 for the three and nine months ended September 30, 2016, respectively, and $193,621 and $645,448 for the three and nine months ended September 30, 2015, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets and Other liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of September 30, 2016, and December 31, 2015.
 
 
September 30, 2016
 
December 31, 2015
Intangible Asset or Liability
 
Deferred
Rent Asset
(Liability)
 
Accumulated
(Amortization)
Accretion
 
Deferred
Rent Asset
(Liability)
 
Accumulated
(Amortization)
Accretion
Above-market lease values(1)
 
$
19,528

 
$
(12,422
)
 
$
19,528

 
$
(7,540
)
Below-market lease values and deferred revenue(2)
 
(785,917
)
 
46,818

 
(202,579
)
 
23,205

 
 
$
(766,389
)
 
$
34,396

 
$
(183,051
)
 
$
15,665


(1) 
Above-market lease values are included as part of Other assets in the accompanying Condensed Consolidated Balance Sheets, and the related amortization is recorded as a reduction of rental income.
(2) 
Below-market lease values and deferred revenue are included as a part of Other liabilities in the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to rental income.
Total amortization related to above-market lease values and deferred revenue was $1,627 and $4,882 for the three and nine months ended September 30, 2016, respectively, and $4,496 and $15,286 for the three and nine months ended September 30, 2015, respectively. Total accretion related to below-market lease values and deferred revenue was $8,951 and $23,613 for the three and nine months ended September 30, 2016, respectively, and $52,591 and $160,324 for the three and nine months ended September 30, 2015, respectively.
New Real Estate Activity
Certain acquisitions during the periods presented were accounted for as business combinations in accordance with ASC 805, as there was a prior leasing history on the property. As such, the fair value of all assets acquired and liabilities assumed were determined in accordance with ASC 805, and all acquisition-related costs were expensed as incurred, other than those costs directly related to reviewing or assigning leases that we assumed upon acquisition, which were capitalized as part of leasing costs. For acquisitions accounted for as asset acquisitions under ASC 360, all acquisition-related costs were capitalized and included as part of the fair value allocation of the identifiable tangible assets acquired, other than those costs that directly related to originating new leases we executed upon acquisition, which were capitalized as part of leasing costs.
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.
2016 New Real Estate Activity
During the nine months ended September 30, 2016, we acquired 13 new farms in seven separate transactions, which are summarized in the table below.
Property
Name
 
Property
Location
 
Acquisition
Date
 
Total
Acreage
 
No. of
Farms
 
Primary
Crop(s)
 
Lease
Term
 
Renewal
Options
 
Total
Purchase
Price
 
Acquisition
Costs
 
Annualized
Straight-line
Rent(1)
 
Net
Long-term
Debt Issued
Gunbarrel Road (2)
 
Alamosa, CO
 
3/3/2016
 
6,191
 
3
 
Organic Potatoes
 
5 years
 
1 (5 years)
 
$
25,735,815

 
$
119,085

(3) 
$
1,590,614

 
$
15,531,000

Calaveras Avenue
 
Coalinga, CA
 
4/5/2016
 
453
 
1
 
Pistachios
 
10 years
 
1 (5 years)
 
15,470,000

 
38,501

(4) 
773,500

(5) 
9,282,000

Orange Avenue
 
Fort Pierce, FL
 
7/1/2016
 
401
 
1
 
Vegetables
 
7 years
 
2 (7 years)
 
5,100,000

 
37,615

(4) 
291,173

 
3,120,000

Lithia Road
 
Plant City, FL
 
8/11/2016
 
72
 
1
 
Strawberries
 
5 years
 
None
 
1,700,000

 
38,296

(3) 
97,303

 
1,020,000

Baca County(6)
 
Edler, CO
 
9/1/2016
 
7,384
 
5
 
Grass Hay and Alfalfa
 
4 years
 
1 (5 years)
 
6,322,853

 
72,340

(4) 
383,734

 

Diego Ranch(7)
 
Stanislaus, CA
 
9/14/2016
 
1,357
 
1
 
Almonds
 
3 years
 
3 (5 years) & 1 (3 years)
 
13,996,606

 
63,114

(3) 
621,115

 

Nevada Ranch
 
Merced, CA
 
9/14/2016
 
1,130
 
1
 
Almonds
 
3 years
 
3 (5 years) & 1 (3 years)
 
13,231,832

 
40,833

(3) 
574,274

 

 
 
 
 
 
 
16,988
 
13
 
 
 
 
 
 
 
$
81,557,106

 
$
409,784

 
$
4,331,713

 
$
28,953,000


(1) 
Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP.
(2) 
As partial consideration for the acquisition of this property, we issued 745,879 OP Units, constituting an aggregate fair value of approximately $6.5 million as of the acquisition date. We incurred $25,500 of legal costs in connection with the issuance of these OP Units.
(3) 
Acquisition accounted for as a business combination under ASC 805. In aggregate, $9,520 of these costs related to direct leasing costs incurred in connection with these acquisitions.
(4) 
Acquisition accounted for as an asset acquisition under ASC 360.
(5) 
Lease provides for a variable rent component based on the gross crop revenues earned on the property. The figure above represents only the minimum cash rents guaranteed under the lease.
(6) 
As partial consideration for the acquisition of this property, we issued 125,677 OP Units, constituting an aggregate fair value of approximately $1.5 million as of the acquisition date. We incurred approximately $8,235 of legal costs in connection with the issuance of these OP Units.
(7) 
As partial consideration for the acquisition of this property, we issued 343,750 OP Units, constituting an aggregate fair value of approximately $3.9 million as of the acquisition date. We incurred approximately $21,732 of legal costs in connection with the issuance of these OP Units.
The preliminary allocation of the purchase price for the farms acquired during the nine months ended September 30, 2016, are as follows:
Property Name
 
Land and Land
Improvements
 
Buildings
 
Irrigation
Systems
 
Other
Improvements
 
Horticulture
 
In-place
Leases
 
Leasing
Costs
 
Above
(Below)-
Market Lease
 
Total
Purchase
Price
Gunbarrel Road
 
$
16,755,814

 
$
3,438,291

 
$
2,830,738

 
$
2,079,102

 
$

 
$
381,977

 
$
249,893

 

 
$
25,735,815

Calaveras Avenue
 
3,615,436

 

 
424,112

 

 
11,430,452

 

 

 

 
15,470,000

Orange Avenue
 
4,135,741

 
29,777

 
934,482

 

 

 

 

 

 
5,100,000

Lithia Road
 
1,461,090

 
10,656

 
213,325

 

 

 
7,739

 
16,265

 
(9,075
)
 
1,700,000

Baca County
 
6,111,287

 
211,566

 

 

 

 

 

 

 
6,322,853

Diego Ranch
 
14,136,135

 

 
45,535

 

 

 
58,535

 
73,337

 
(316,936
)
 
13,996,606

Nevada Ranch
 
12,863,790

 

 
505,196

 

 

 
53,276

 
66,895

 
(257,325
)
 
13,231,832

 
 
$
59,079,293

 
$
3,690,290

 
$
4,953,388

 
$
2,079,102

 
$
11,430,452

 
$
501,527

 
$
406,390

 
$
(583,336
)
 
$
81,557,106


The allocation of the purchase price for the property acquired during the nine months ended September 30, 2016, is preliminary and may change during the measurement period if we obtain new information regarding the assets acquired or liabilities assumed at the acquisition date.
Below is a summary of the total operating revenues and earnings recognized on the properties acquired during the three and nine months ended September 30, 2016:
 
 
 
 
For the three months ended September 30, 2016
 
For the nine months ended September 30, 2016
Property Name
 
Acquisition
Date
 
Operating
Revenues
 
Earnings(1)
 
Operating
Revenues
 
Earnings(1)
Gunbarrel Road
 
3/3/2016
 
$
397,654

 
$
(28,515
)
 
$
919,306

 
$
(180,491
)
Calaveras Avenue
 
4/5/2016
 
193,375

 
(8,478
)
 
377,240

 
(11,321
)
Orange Avenue
 
7/1/2016
 
72,793

 
15,884

 
72,793

 
15,884

Lithia Road
 
8/11/2016
 
13,601

 
(28,607
)
 
13,601

 
(28,607
)
Baca County
 
9/1/2016
 
31,978

 
30,799

 
31,978

 
30,799

Diego Ranch
 
9/14/2016
 
31,056

 
(10,070
)
 
31,056

 
(10,070
)
Nevada Ranch
 
9/14/2016
 
28,714

 
(12,921
)
 
28,714

 
(12,921
)
 
 
 
 
$
769,171

 
$
(41,908
)
 
$
1,474,688

 
$
(196,727
)

(1) 
In aggregate, includes $128,161 and $229,476 of non-recurring acquisition-related costs during the three and nine months ended September 30, 2016, respectively.
2015 New Real Estate Activity
During the nine months ended September 30, 2015, we acquired nine new farms in six separate transactions, which are summarized in the table below.
Property
Name
 
Property
Location
 
Acquisition
Date
 
Total
Acreage
 
No. of
Farms
 
Primary
Crop(s)
 
Lease
Term
 
Renewal
Options
 
Total
Purchase
Price
 
Acquisition
Costs
 
Annualized
Straight-line
Rent
(1)
 
Net
Long-term
Debt Issued
Espinosa Road(2)
 
Salinas, CA
 
1/5/2015
 
331
 
1
 
Strawberries
 
1.8 years
 
None
 
$
16,905,500

 
$
89,885

(3) 
$
778,342

 
$
10,178,000

Parrish Road
 
Duette, FL
 
3/10/2015
 
419
 
1
 
Strawberries
 
10.3 years
 
2 (5 years)
 
3,913,280

 
103,610

(3) 
251,832

 
2,374,680

Immokalee Exchange
 
Immokalee, FL
 
6/25/2015
 
2,678
 
2
 
 Misc. Vegetables
 
5.0 years
 
2 (5 years)
 
15,757,700

 
152,571

(3) 
960,104

 
9,360,000

Holt County
 
Stuart, NE
 
8/20/2015
 
1,276
 
1
 
 Misc. Vegetables
 
3.4 years
 
None
 
5,504,000

 
27,589

(3) 
289,815

 
3,301,000

Rock County
 
Bassett, NE
 
8/20/2015
 
1,283
 
1
 
 Misc. Vegetables
 
3.4 years
 
None
 
5,504,000

 
27,589

(3) 
289,815

 
3,301,000

Bear Mountain
 
Arvin, CA
 
9/3/2015
 
854
 
3
 
Almonds
 
15.4 years
 
1 (10 years)
 
18,922,500

 
117,742

(4) 
1,115,992

 
21,138,196

 
 
 
 
 
 
6,841
 
9
 
 
 
 
 
 
 
$
66,506,980

 
$
518,986

 
$
3,685,900

 
$
49,652,876


(1) 
Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease.
(2) 
In connection with this acquisition, our Adviser earned a finder’s fee of $320,905, which the Adviser fully credited back to us during the nine months ended September 30, 2015. See Note 6, “Related-Party Transactions” for further discussion on this fee.
(3) 
Acquisition accounted for as a business combination under ASC 805. In aggregate, $11,825 of these costs related to direct leasing costs incurred in connection with these acquisitions.
(4) 
Acquisition accounted for as an asset acquisition under ASC 360.
The allocation of the purchase price for the farms acquired during the the nine months ended September 30, 2015, were as follows:
Property Name
 
Land and Land
Improvements
 
Buildings and
Improvements
 
Irrigation
System
 
In-place
Leases
 
Leasing
Costs
 
Tenant
Relationships
 
Total
Purchase
Price
Espinosa Road
 
$
15,852,466

 
$
84,478

 
$
497,401

 
$
246,472

 
$
43,894

 
$
180,789

 
$
16,905,500

Parrish Road
 
2,403,064

 
42,619

 
1,299,851

 
54,405

 
77,449

 
35,892

 
3,913,280

Immokalee Exchange
 
14,410,840

 
273,107

 
515,879

 
229,406

 
148,691

 
179,777

 
15,757,700

Holt County
 
4,690,369

 
56,253

 
729,884

 

 
27,494

 

 
5,504,000

Rock County
 
4,862,313

 
72,232

 
540,589

 

 
28,866

 

 
5,504,000

Bear Mountain
 
18,428,247

 

 
494,253

 

 

 

 
18,922,500

 
 
$
60,647,299

 
$
528,689

 
$
4,077,857

 
$
530,283

 
$
326,394

 
$
396,458

 
$
66,506,980



Below is a summary of the total operating revenues and earnings recognized on the properties acquired during the three and nine months ended September 30, 2015:
 
 
 
 
For the three months ended September 30, 2015
 
For the nine months ended September 30, 2015
Property Name
 
Acquisition
Date
 
Operating
Revenues
 
Earnings(1)
 
Operating
Revenues
 
Earnings(1)
Espinosa Road
 
1/5/2015
 
$
194,586

 
$
(2,922
)
 
$
575,387

 
$
(53,281
)
Parrish Road
 
3/10/2015
 
62,958

 
(10,175
)
 
140,133

 
(106,362
)
Immokalee Exchange
 
6/25/2015
 
240,026

 
94,302

 
240,026

 
(60,045
)
Holt County
 
8/20/2015
 
33,500

 
(6,075
)
 
33,500

 
(6,075
)
Rock County
 
8/20/2015
 
33,500

 
(7,927
)
 
33,500

 
(7,927
)
Bear Mountain
 
9/3/2015
 
64,430

 
59,023

 
64,430

 
59,023

 
 
 
 
$
629,000

 
$
126,226

 
$
1,086,976

 
$
(174,667
)

(1) 
In aggregate, includes $75,293 and $413,374 of non-recurring acquisition-related costs during the three and nine months ended September 30, 2015, respectively.
Acquired Intangibles and Liabilities
The following table shows the weighted-average amortization period, in years, for the intangible assets acquired and liabilities assumed in connection with new real estate acquired as part of business combinations during the nine months ended September 30, 2016 and 2015:
 
 
Weighted-Average
Amortization Period (in Years)
Intangible Assets and Liabilities
 
2016
 
2015
In-place leases
 
8.7

 
4.1

Leasing costs
 
10.6

 
5.5

Tenant relationships
 

 
9.5

Below-market lease values and deferred revenue
 
20.9

 

All intangible assets and liabilities
14.0

 
6.2


Pro-Forma Financials
During each of the nine months ended September 30, 2016 and 2015, we acquired six farms in transactions that qualified as business combinations. The following table reflects pro-forma consolidated financial information as if each farm acquired as part of a business combination was acquired on January 1 of the respective prior fiscal year. In addition, pro-forma earnings have been adjusted to assume that acquisition-related costs related to these farms were incurred at the beginning of the previous fiscal year.
 
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
Operating Data:
 
 
 
 
 
 
 
 
Total operating revenue
 
$
4,718,052

 
$
3,460,986

 
$
13,285,819

 
$
8,864,148

Net income attributable to the company
 
$
211,822

 
$
(176,949
)
 
$
593,599

 
$
914,580

Share and Per-share Data:
 
 
 
 
 
 
 
 
Earnings per share of common stock – basic and diluted
 
$
0.02

 
$
(0.02
)
 
$
0.06

 
$
0.10

Weighted-average common shares outstanding – basic and diluted
 
10,018,331

 
9,060,314

 
10,001,466

 
9,060,314


The pro-forma consolidated results are prepared for informational purposes only. They are not necessarily indicative of what our consolidated financial condition or results of operations actually would have been assuming the acquisitions had occurred at the beginning of the respective previous periods, nor do they purport to represent our consolidated financial position or results of operations for future periods.
Significant Existing Real Estate Activity
On February 1, 2016, we completed certain irrigation improvements on Sycamore Road to increase overall water availability at a total cost of $993,319. As stipulated in the lease agreement with our tenant, we will earn additional rent on the total cost commensurate with the annual yield on the farmland, which will result in additional straight-line rental income of $53,550 per year throughout the remaining lease term.

On February 8, 2016, we renewed the lease with the tenant occupying one of our McIntosh Road farms, which was set to expire on June 30, 2016. The lease was renewed for an additional three years, through June 30, 2019, with annualized, straight-line rental income of $63,000, representing a 17.9% increase over that of the previous lease.

On April 5, 2016, we reimbursed the tenant occupying Wauchula Road for $569,607 of costs incurred to construct certain irrigation improvements on the farm. As stipulated in the lease, as of April 1, 2016, we began earning an additional $92,634 of annualized, straight-line rental income on this farm throughout the remaining lease term.

On April 5, 2016, we reimbursed the tenant occupying Parrish Road for $500,000 of our portion of the costs incurred to construct certain irrigation improvements on the farm. As stipulated in the lease, as of April 1, 2016, we began earning an additional $139,073 of annualized, straight-line rental income on this farm throughout the remaining lease term. In addition, in connection with our acquisition of Parrish Road in March 2015, we committed to providing $745,000 as additional compensation and reimbursements of certain costs, contingent upon the approval by a local water management district of increases in certain water permits on the property. These water permits were approved on June 28, 2016, and we remitted $745,000 to the tenant, who was also the seller of the property, on June 30, 2016.

On July 5, 2016, we received payment of approximately $164,000 (including $4,000 of accrued interest) from the California Department of Transportation ("CalTrans") in connection with the settlement of the eminent domain lawsuit for 4.5 acres of nonfarmable land on Espinosa Road. The portion of this payment allocated to our cost basis of the 4.5 nonfarmable acres was approximately $156,000, which was previously included in Investments in real estate, net on our Condensed Consolidated Balance Sheet.

On July 15, 2016, we terminated the lease with the tenant occupying Colding Loop prior to its expiration, and, on August 5, 2016, we entered into a new lease with a new tenant to occupy the property. The new lease is scheduled to expire on August 4, 2017, and provides for minimum rental payments of $72,400 over its term. In connection with the early termination of the previous lease, we wrote off $20,697 and $84,600 of deferred rent asset balances to bad debt expense during the three and nine months ended September 30, 2016, respectively. In addition, during the three months ended September 30, 2016, we expensed $8,635 of unamortized leasing costs associated with the previous lease.

On August 25, 2016, we renewed the lease with the tenant occupying Espinosa Road, which was originally set to expire on October 31, 2016. The lease was renewed for an additional four years, through October 31, 2020, with annualized, straight-line rental income of $997,017, representing a 28.1% increase over that of the previous lease. In connection with the renewal, we also assumed the responsibility for the property taxes on Espinosa Road, which were the tenant's responsibility under the old lease. Property taxes on Espinosa Road are approximately $144,000 for the property tax assessment year ending June 30, 2017.
Portfolio Diversification and Concentrations
Diversification
The following table summarizes the geographic locations, by state, of our properties with leases in place as of September 30, 2016 and 2015:
 
 
As of and For the Nine Months Ended September 30, 2016
 
As of and For the Nine Months Ended September 30, 2015
 
 
Number
 
 
 
% of
 
 
 
% of Total
 
Number
 
 
 
% of
 
 
 
% of Total
 
 
of
 
Total
 
Total
 
Rental
 
Rental
 
of
 
Total
 
Total
 
Rental
 
Rental
State
 
Farms
 
Acres
 
Acres
 
Revenue
 
Revenue
 
Farms
 
Acres
 
Acres
 
Revenue
 
Revenue
California
 
21
 
6,516

 
19.3
%
 
$
6,986,099

 
56.4
%
 
18
 
3,576

 
24.0
%
 
$
5,652,357

 
66.6
%
Florida
 
15
 
5,567

 
16.5
%
 
2,407,893

 
19.4
%
 
12
 
4,401

 
29.6
%
 
1,458,433

 
17.2
%
Colorado
 
8
 
13,575

 
40.1
%
 
951,285

 
7.7
%
 
 

 

 

 
%
Oregon
 
4
 
2,313

 
6.8
%
 
877,547

 
7.1
%
 
4
 
2,313

 
15.6
%
 
876,244

 
10.3
%
Arizona
 
2
 
3,000

 
8.9
%
 
543,642

 
4.4
%
 
1
 
1,761

 
11.8
%
 
243,953

 
2.9
%
Nebraska
 
2
 
2,559

 
7.6
%
 
434,722

 
3.5
%
 
2
 
2,559

 
17.2
%
 
67,000

 
0.8
%
Michigan
 
4
 
270

 
0.8
%
 
187,115

 
1.5
%
 
4
 
270

 
1.8
%
 
185,036

 
2.2
%
 
 
56
 
33,800

 
100.0
%
 
$
12,388,303

 
100.0
%
 
41
 
14,880

 
100.0
%
 
$
8,483,023

 
100.0
%

Concentrations
Credit Risk
As of September 30, 2016, our farms were leased to 39 different, third-party tenants, with certain tenants leasing more than one farm. Dole Food Company (“Dole”) leases two of our farms, and aggregate rental revenue attributable to Dole accounted for approximately $2.2 million, or 17.8% of the rental revenue recorded during the nine months ended September 30, 2016. If Dole fails to make rental payments or elects to terminate its leases, and the properties cannot be re-leased 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 rental revenue recorded during the nine months ended September 30, 2016.
Geographic Risk
21 of our 56 farms owned as of September 30, 2016, are located in California, and 15 farms are located in Florida. As of September 30, 2016, our farmland in California accounted for 6,516 acres, or 19.3% of the total acreage we owned. Furthermore, these farms accounted for approximately $7.0 million, or 56.4% of the rental revenue recorded during the nine months ended September 30, 2016. However, these farms are spread across three of the many different growing regions within California. As of September 30, 2016, our farmland in Florida accounted for 5,567 acres, or 16.5% of the total acreage we owned, and these farms accounted for approximately $2.4 million, or 19.4%, of the rental revenue recorded during the nine months ended September 30, 2016. 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. No other single state accounted for more than 10.0% of the total rental revenue recorded during the nine months ended September 30, 2016.