Gladstone Land Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Related-Party Transactions

Related-Party Transactions

9 Months Ended

Sep. 30, 2016

We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator, which collectively employ all of our personnel and pay their salaries, benefits and general expenses directly. Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by David Gladstone, our chairman and chief executive officer. In addition, two of our executive officers, Mr. Gladstone and Terry Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator, and Michael LiCalsi, our general counsel and secretary, serves as our Administrator’s president.

The current advisory agreement with our Adviser (the “Advisory Agreement”) and the current administration agreement with our Administrator (the “Administration Agreement”) became effective February 1, 2013. A summary of each of these agreements is provided in Note 4 to our consolidated financial statements included in our Form 10-K. There were no material changes to either agreement during the nine months ended September 30, 2016.

The following table summarizes the management fees, incentive fees and associated credits and the administration fees reflected in our accompanying Condensed Consolidated Statements of Operations:



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2016		2015		2016		2015
Management fee⁽¹⁾⁽²⁾	$	385,576	$	356,871	$	1,158,316	$	981,011
Incentive fee⁽¹⁾⁽²⁾	22,046		—		180,923		—
Credits from voluntary, irrevocable waiver by Adviser’s board of directors⁽²⁾⁽³⁾	—		—		—		(320,905		)
Net fees due to our Adviser	$	407,622	$	356,871	$	1,339,239	$	660,106
Administration fee⁽¹⁾⁽²⁾	$	183,605	$	180,722	$	574,842	$	489,510


⁽¹⁾	Pursuant to the Advisory and Administration Agreements, accordingly, each of which became effective on February 1, 2013.


⁽²⁾	Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations.


⁽³⁾	The credit received from our Adviser for the three months ended March 31, 2015, was attributable to a finder’s fee earned by our Adviser in connection with a farm we acquired during the three months ended March 31, 2015, which fee was granted to us as a one-time, voluntary and irrevocable waiver to be applied against the fees we pay to our Adviser.

Related-Party Fees Due

Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of September 30, 2016, and December 31, 2015, were as follows:



	September 30, 2016			December 31, 2015
Management fee due to Adviser	$	385,576		$	362,373
Incentive fee due to Adviser	22,046			—
Other due to Adviser⁽¹⁾	51,281			13,140
Total due to Adviser	458,903			375,513
Administration fee due to Administrator	183,606			190,080
Other due from Administrator⁽¹⁾	(5,968		)	—
Total due to Administrator	177,638			190,080
Total due to related parties⁽²⁾	$	636,541		$	565,593


⁽¹⁾	Other fees due to or from related parties primarily relate to miscellaneous general and administrative expenses paid by our Adviser or Administrator on our behalf or by us on our Adviser's or Administrator's behalf.


⁽²⁾	Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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