ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
MARYLAND | 54-1892552 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
1521 WESTBRANCH DRIVE, SUITE 100 MCLEAN, VIRGINIA | 22102 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.001 par value per share | The Nasdaq Stock Market, LLC | |
6.375% Series A Cumulative Term Preferred Stock, $0.001 par value per share | The Nasdaq Stock Market, LLC |
Large accelerated filer | ¨ | Accelerated filer | x | ||
Non-accelerated filer | ¨ | Smaller reporting company | x | ||
Emerging growth company | ¨ |
PAGE | ||||||
PART I | ITEM 1 | |||||
ITEM 1A | ||||||
ITEM 1B | ||||||
ITEM 2 | ||||||
ITEM 3 | ||||||
ITEM 4 | ||||||
PART II | ITEM 5 | |||||
ITEM 6 | ||||||
ITEM 7 | ||||||
ITEM 7A | ||||||
ITEM 8 | ||||||
ITEM 9 | ||||||
ITEM 9A | ||||||
ITEM 9B | ||||||
PART III | ITEM 10 | |||||
ITEM 11 | ||||||
ITEM 12 | ||||||
ITEM 13 | ||||||
ITEM 14 | ||||||
PART IV | ITEM 15 | |||||
ITEM 16 | ||||||
SIGNATURES |
• | our business strategy; |
• | our ability to implement our business plan, including our ability to continue to expand both geographically and by crop type; |
• | pending and future transactions; |
• | our projected operating results; |
• | our ability to obtain future financing arrangements on favorable terms; |
• | estimates relating to our future distributions; |
• | estimates regarding potential rental rate increases and occupancy rates; |
• | our understanding of our competition and our ability to compete effectively; |
• | market and industry trends; |
• | estimates of future operating expenses, including payments to our Adviser and Administrator (each as defined herein) under the terms of our Amended Advisory Agreement and our Administration Agreement (each as defined herein), respectively; |
• | our compliance with tax laws, including our ability to maintain our qualification as a real estate investment trust (“REIT”) for federal income tax purposes; |
• | the impact of technology on our operations and business, including the risk of cyberattacks, cyberliability, or potential liability for breaches of our privacy or information security systems; |
• | projected capital expenditures; and |
• | use of proceeds and availability of our lines of credit, long-term borrowings, current and future stock offerings, and other future capital resources, if any. |
• | our ability to successfully complete pending and future property acquisitions; |
• | general volatility of the capital markets and the market price of our capital stock; |
• | failure to maintain our qualification as a REIT and risks of changes in laws that affect REITs; |
• | risks associated with negotiation and consummation of pending and future transactions; |
• | changes in our business and investment strategy; |
• | the adequacy of our cash reserves and working capital; |
• | our failure to successfully integrate and operate acquired properties and operations; |
• | defaults upon or non-renewal of leases by tenants; |
• | decreased rental rates or increased vacancy rates; |
• | the degree and nature of our competition, including other agricultural REITs; |
• | availability, terms, and deployment of capital, including the ability to maintain and borrow under our line of credit, arrange for long-term mortgages on our properties, and raise equity capital; |
• | our Adviser’s and our Administrator’s ability to identify, hire, and retain highly-qualified personnel in the future; |
• | changes in the environment, our industry, interest rates, or the general economy; |
• | changes in real estate and zoning laws and increases in real property tax rates; |
• | changes in governmental regulations, tax rates, and similar matters; |
• | environmental liabilities for certain of our properties and uncertainties and risks related to natural disasters or climactic changes impacting the regions in which our tenants operate; and |
• | the loss of any of our key officers, such as Mr. David Gladstone, our chairman, president, and chief executive officer, or Mr. Terry Lee Brubaker, our vice chairman and chief operating officer. |
ITEM 1. | BUSINESS |
• | Owning Farms and Farm-Related Real Estate for Income. We own and intend to acquire additional farms and farm-related properties and lease them to independent and corporate farming operations, including sellers who desire to continue farming the land after we acquire the property from them. We expect to hold most acquired properties for many years and to generate stable and increasing rental income from leasing these properties. |
• | Owning Farms and Farm-Related Real Estate for Appreciation. We intend to lease acquired properties over the long term. However, from time to time, we may sell one or more properties if we believe it to be in the best interests of our stockholders and best to maintain the overall value of our farmland portfolio. Potential purchasers may include real estate developers desiring to develop the property, financial purchasers seeking to acquire property for investment purposes, or farmers who have operated or seek to operate the land. Accordingly, we will seek to acquire properties that we believe have potential for long-term appreciation in value. |
• | Continue Expanding our Operations Geographically. Our properties are currently located in 10 states across the U.S., and we expect that we will acquire properties in other farming regions of the U.S. in the future. While our primary regions of focus are the Pacific West and the Southeastern regions of the United States, we believe other regions of the U.S., such as the Northwest and Mid-Atlantic regions, offer attractive locations for expansion, and, to a lesser extent, we also expect to seek farmland acquisitions in certain regions of the Midwest, as well as other areas in the U.S. |
• | Continue Expanding our Crop Varieties. Currently, the majority of tenants who farm our properties grow annual row crops dedicated to fresh produce, such as berries (e.g., strawberries and raspberries) and fresh vegetables (e.g., tomatoes, lettuce, and bell peppers). We have also expanded further into certain permanent crops (e.g., almonds, pistachios, blueberries, and wine grapes) and, to a lesser extent, commodity crops (e.g., corn and beans). We will seek to continue our recent expansion into other permanent crops and, to a lesser extent, commodity crops, while maintaining our focus on annual row-crop farms growing fresh produce. |
• | Using Leverage. To maximize our number of investments, we intend to borrow through loans secured by long-term mortgages on our properties, and we may also borrow funds on a short-term basis or incur other indebtedness. |
• | Water availability. Availability of water is essential to farming. We seek to purchase properties with ample access to water through an operating well on site or rights to use a well or other source that is located nearby. Additionally, we may, in the future, consider acquiring properties that rely on rainfall for water if the tenant on that property mitigates the drought risk by purchasing drought insurance. Typically, leases on properties that would rely on rainfall would be longer term in nature. |
• | Soil composition. In addition to water, for farming efforts to be successful, the soil must be suitable for growing crops. We will not buy or finance any real property that does not have soil conditions that we believe are favorable for growing the crops farmed on the property, except to the extent that a portion of an otherwise suitable property, while not favorable for growing the crops farmed on the property, may be utilized to build structures used in the farming business, such as cooling facilities, packinghouses, distribution centers, greenhouses, and storage facilities. |
• | Location. Farming also requires optimal climate and growing seasons. We typically seek to purchase properties in locations that take advantage of climate conditions that are needed to grow fresh produce row crops. We intend to continue to expand throughout the U.S. in locations with productive farmland and financially sound farming tenants. |
• | Price. We intend to purchase and finance properties that we believe are a good value and that we will be able to rent profitably for farming over the long term. Generally, the closer a property is located to urban developments, the higher the value of the property. As a result, properties that are currently located in close proximity to urban developments are likely to be too expensive to justify farming over an extended period of time, and, therefore, we are unlikely to invest in such properties. |
• | The comparable value of similar real property in the same general area of the prospective property, to the extent possible. |
• | The comparable real estate rental rates for similar properties in the same general area of the prospective property. |
• | Alternative uses for the property to determine if there is another use for the property that would give it higher value, including potential future conversion to urban or suburban uses, such as commercial or residential development. |
• | The assessed value as determined by the local real estate taxing authority. |
• | Experience. We believe that experience is the most significant characteristic when determining the creditworthiness of a tenant. Therefore, we seek to rent our properties to farmers that have an extensive track record of farming their property and particular crops successfully. |
• | Financial Strength. We seek to rent to farming operations that have financial resources to invest in planting and harvesting their crops. We generally require annual financial statements of new tenants to evaluate the financial capability of the tenant and its ability to perform its obligations under the lease. |
• | Adherence to Quality Standards. We seek to lease our properties to those farmers that are committed to farming in a manner that will generate high-quality crops. We intend to identify such commitment through their track records of selling produce into established distribution chains and outlets. |
• | Lease Provisions that Enhance and Protect Value. When appropriate, our Adviser attempts to include lease provisions that require our consent to specified tenant activity or require the tenant to satisfy specific operating tests. These provisions may include, for example, requiring the tenant to meet operational or financial covenants or to indemnify us against environmental and other contingent liabilities. We believe that these provisions serve to protect our investments from adverse changes in the operating and financial characteristics of a tenant that may impact its ability to satisfy its obligations to us or that could reduce the value of our properties. Our Adviser generally also seeks covenants requiring tenants to receive our consent prior to any change in control of the tenant. |
• | Credit Enhancement. To mitigate risk and enhance the likelihood of tenants satisfying their lease obligations, our Adviser may also seek cross-default provisions if a tenant has multiple obligations to us or seek a letter of credit or a guaranty of lease obligations from each tenant’s corporate affiliates, if any. We believe that these types of credit enhancements, if obtained, provide us with additional financial security. |
• | Diversification. Our Adviser will seek to diversify our portfolio to avoid dependence on any one particular tenant, geographic location, or crop type. By diversifying our portfolio, our Adviser intends to reduce the adverse effect on our portfolio of a single underperforming investment or a downturn in any particular geographic region. Many of the areas in which we purchase or finance properties are likely to have their own microclimates and, although they appear to be in close proximity to one another, generally will not be similarly affected by weather or other natural occurrences at the same time. We currently own properties in 10 different states across the U.S., and over time, we expect to expand our geographic focus to other areas of the Southeast, Pacific Northwest, Midwest, and Mid-Atlantic. We will also attempt to continue diversifying our portfolio of properties by seeking additional farmland that grows permanent |
• | invest 50% or more of our total assets in a single property at the time of investment; |
• | invest in real property owned by our Adviser, any of its affiliates or any entity in which our Adviser or any of its affiliates have invested; |
• | invest in commodities or commodity futures contracts, with this limitation not being applicable to futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in properties and making mortgage loans; |
• | invest in contracts for the sale of real estate unless the contract is in recordable form and is appropriately recorded in the chain of title; |
• | issue equity securities on a deferred payment basis or other similar arrangement; |
• | grant warrants or options to purchase shares of our stock to our Adviser or its affiliates; |
• | engage in trading, as compared with investment activities, or engage in the business of underwriting, or the agency distribution of, securities issued by other persons; |
• | invest more than 5% of the value of our assets in the securities of any one issuer if the investment would cause us to fail to maintain our qualification as a REIT; |
• | invest in securities representing more than 10% of the outstanding securities (by vote or value) of any one issuer if the investment would cause us to fail to maintain our qualification as a REIT; or |
• | acquire securities in any company holding investments or engaging in activities prohibited in the foregoing clauses. |
• | acquire from or sell to any of our officers or directors, the employees of our Adviser or Administrator, or any entity in which any of our officers, directors, or such employees has an interest of more than 5%, any assets or other property; |
• | borrow from any of our directors or officers, the employees of our Adviser or Administrator, or any entity in which any of our officers, directors, or such employees has an interest of more than 5%; or |
• | engage in any other transaction with any of our directors or officers, the employees of our Adviser or Administrator, or any entity in which any of our directors, officers, or such employees has an interest of more than 5%. |
• | the material facts relating to the common directorship or interest and as to the transaction are disclosed to our Board of Directors or a committee of our Board, and our Board or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the directors not interested in the contract or transaction, even if the disinterested directors do not constitute a quorum of the Board or committee; |
• | the fact of the common directorship or interest is disclosed to our stockholders entitled to vote on the contract or transaction, and the contract or transaction is approved or ratified by a majority of the votes cast by the stockholders entitled to vote on the matter, other than shares owned of record or beneficially by the interested director, corporation or entity; or |
• | the contract or transaction is fair and reasonable to us as of the time authorized, approved or ratified by the Board of Directors, a committee or the stockholders. |
• | finds, evaluates, presents, and recommends to us a continuing series of real estate investment opportunities consistent with our investment policies and objectives; |
• | provides advice to us and acts on our behalf with respect to the negotiation, acquisition, financing, refinancing, holding, leasing, and disposition of real estate investments; |
• | enters into contracts to purchase real estate on our behalf in compliance with our investment procedures, objectives, and policies, subject to approval of our Board of Directors, where required; |
• | takes the actions and obtains the services necessary to effect the negotiation, acquisition, financing, refinancing holding, leasing, and disposition of real estate investments; and |
• | provides day-to-day management of our real estate activities and other administrative services. |
• | our Adviser has determined that the total cost of the property does not exceed its determined value; and |
• | our Adviser has provided us with a representation that the property, in conjunction with our other investments and proposed investments, is reasonably expected to fulfill our investment objectives and policies as established by our Board of Directors then in effect. |
• | any acquisition which at the time of investment would have a cost exceeding 50% of our total assets; and |
• | transactions that involve conflicts of interest with our Adviser (other than reimbursement of expenses in accordance with the Amended Advisory Agreement). |
Number of Individuals | Functional Area | |
12 | Executive Management | |
33 | Investment Management, Portfolio Management, and Due Diligence | |
20 | Administration, Accounting, Compliance, Human Resources, Legal, and Treasury |
ITEM 1A. | RISK FACTORS |
• | significant time lag between commencement of development and commercial productivity for permanent crop development farms subjects us to greater risks due to fluctuations in the general economy and adverse weather conditions; |
• | expenditure of money and time on development that may not be completed; |
• | inability to achieve rental rents per acre at newly-developed farms to make the properties profitable; |
• | higher than estimated costs, including labor and planting, irrigation or other related costs; and |
• | possible delays in development due to a number of factors, including weather, labor disruptions, regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes, or floods). |
• | responsibility and liability for the cost of removal or remediation of hazardous substances released on our properties, which may include herbicides and pesticides, generally without regard to our knowledge of or responsibility for the presence of the contaminants; |
• | liability for the costs of removal or remediation of hazardous substances at disposal facilities for persons who arrange for the disposal or treatment of these substances; and |
• | potential liability for claims by third parties for damages resulting from environmental contaminants. |
• | our Adviser may realize substantial compensation on account of its activities on our behalf and may be motivated to approve acquisitions solely on the basis of increasing its compensation from us; |
• | our agreements with our Adviser are not arm’s-length agreements, which could result in terms in those agreements that are less favorable than we could obtain from independent third parties; |
• | we may experience competition with our affiliates for potential financing transactions; and |
• | our Adviser and other affiliates, such as Gladstone Capital, Gladstone Commercial and Gladstone Investment, could compete for the time and services of our officers and directors and reduce the amount of time they are able to devote to management of our business. |
• | Our articles of incorporation prohibit ownership of more than 3.3% of the outstanding shares of our capital stock by one person, except for certain qualified institutional investors, which are limited to holding 9.8% of our common stock. As of December 31, 2018, David Gladstone, our chairman, chief executive officer, and president, owned approximately 11.1% of our common stock, and the Gladstone Future Trust, for the benefit of Mr. Gladstone’s children, owns approximately 3.7% of our common stock, in each case pursuant to an exception approved by our Board of Directors and in compliance with our charter. In addition, the David and Lorna Gladstone Foundation, of which David Gladstone is the CEO and Chairman, owns 1.2% of our common stock. The ownership restriction may discourage a change of control and may deter individuals or entities from making tender offers for our capital stock, which offers might otherwise be financially attractive to our stockholders or which might cause a change in our management. |
• | Our Board is divided into three classes, with the term of the directors in each class expiring every third year. At each annual meeting of stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. After election, a director may only be removed by our stockholders for cause. Election of directors for staggered terms with limited rights to remove directors makes it more difficult for a hostile bidder to acquire control of us. The existence of this provision may negatively impact the price of our securities and may discourage third-party bids to acquire our securities. This provision may reduce any premiums paid to stockholders in a change in control transaction. |
• | The Control Share Acquisition Act provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by the corporation’s disinterested stockholders by a vote of two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by interested stockholders, that is, by the acquirer, by officers or by directors who are employees of the corporation, are excluded from shares entitled to vote on the matter. “Control shares” are voting shares of stock that would entitle the acquirer to exercise voting power in electing directors within one of three increasing ranges of voting power. The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions of our common stock by David Gladstone or any of his affiliates. This statute could have the effect of discouraging offers from third parties to acquire us and increasing the difficulty of successfully completing this type of offer by anyone other than Mr. Gladstone or any of his affiliates. |
• | Certain provisions of Maryland law applicable to us prohibit business combinations with: |
• | any person who beneficially owns 10% or more of the voting power of our common stock, referred to as an “interested stockholder;” |
• | an affiliate of ours who, at any time within the two-year period prior to the date in question, was an interested stockholder; or |
• | an affiliate of an interested stockholder. |
• | we would not be allowed a deduction for distributions to stockholders in computing our taxable income; |
• | we would be subject to federal income tax at regular corporate rates and might need to borrow money or sell assets to pay any such tax; |
• | we also could be subject to increased state and local taxes and, for taxable years ended on or before December 31, 2017, the federal alternative minimum tax; and |
• | unless we are entitled to relief under statutory provisions, we would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify. |
• | 85% of our ordinary income for that year; |
• | 95% of our capital gain net income for that year; and |
• | 100% of our undistributed taxable income from prior years. |
• | whether your investment is consistent with the applicable provisions of the Employee Retirement Income Security Act (“ERISA”), or the Code; |
• | whether your investment will produce unrelated business taxable income to the benefit plan; and |
• | your need to value the assets of the benefit plan annually. |
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
ITEM 2. | PROPERTIES |
Location | No. of Farms | Total Acres | Farm Acres | Net Cost Basis(1) | Encumbrances(2) | |||||||||
California | 33 | 10,147 | 9,336 | $ | 249,984 | $ | 168,158 | |||||||
Florida | 22 | 17,184 | 12,981 | 154,749 | 97,262 | |||||||||
Arizona(3) | 6 | 6,280 | 5,228 | 53,849 | 22,359 | |||||||||
Colorado | 10 | 31,448 | 24,513 | 42,098 | 25,468 | |||||||||
Nebraska | 2 | 2,559 | 2,101 | 10,464 | 7,050 | |||||||||
Washington | 1 | 746 | 417 | 8,845 | 5,236 | |||||||||
Texas | 1 | 3,667 | 2,219 | 8,418 | 5,280 | |||||||||
Oregon | 3 | 418 | 363 | 5,946 | 3,375 | |||||||||
Michigan | 5 | 446 | 291 | 4,980 | 2,768 | |||||||||
North Carolina | 2 | 310 | 295 | 2,323 | 1,270 | |||||||||
85 | 73,205 | 57,744 | $ | 541,656 | $ | 338,226 |
(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 and lease incentives 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 Sheet. |
(2) | Excludes approximately $2.3 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Consolidated Balance Sheet. |
(3) | 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 $2.7 million as of December 31, 2018 (included in Lease intangibles, net on the accompanying Consolidated Balance Sheet). |
ITEM 3. | LEGAL PROCEEDINGS |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
• | there were 13 registered holders of record and approximately 13,379 beneficial owners of our common stock; and |
• | other than those owned by the Company, there were two other holders of record and beneficial owners of our OP Units. After a mandatory one-year holding period, our OP Units are redeemable at the option of the holder for cash or, at our election, shares of our common stock on a one-for-one basis. |
ITEM 6. | SELECTED FINANCIAL DATA |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | we owned 86 farms comprised of 73,900 total acres across 10 states; |
• | our occupancy rate (based on gross acreage) was 100.0%, and our farms were leased to 64 different, unrelated third-party tenants growing over 40 different types of crops; |
• | the weighted-average remaining lease term across our real estate holdings was 5.7 years; and |
• | the weighted-average remaining fixed-price term of our borrowings was 5.9 years, and the expected weighted-average effective interest rate was 3.58%. |
As of and For the Year Ended December 31, 2018 | As of and For the Year Ended December 31, 2017 | Annualized Straight-line Rent as of December 31, 2018(1) | ||||||||||||||||||||||||
Revenue Source | Total Farmable Acres | % of Total Farmable Acres | Rental Revenue | % of Total Rental Revenue | Total Farmable Acres | % of Total Farmable Acres | Rental Revenue | % of Total Rental Revenue | Total Rental Revenue | % of Total Rental Revenue | ||||||||||||||||
Annual, biennial, and short-lived perennial crops – fresh produce(2) | 17,961 | 31.1% | $ | 15,383 | 52.4% | 14,694 | 30.1% | $ | 14,500 | 59.7% | $ | 16,831 | 53.7% | |||||||||||||
Annual, biennial, and short-lived perennial crops – commodity crops(3) | 31,740 | 55.0% | 4,038 | 13.8% | 30,160 | 58.1% | 3,615 | 14.4% | 4,442 | 14.1% | ||||||||||||||||
Subtotal – Total annual, biennial, and short-lived perennial crops | 49,701 | 86.1% | 19,421 | 66.2% | 44,854 | 88.2% | 18,115 | 74.1% | 21,273 | 67.8% | ||||||||||||||||
Permanent (long-lived perennial) crops(4) | 8,043 | 13.9% | 8,058 | 27.5% | 6,040 | 11.8% | 5,021 | 17.9% | 8,210 | 26.2% | ||||||||||||||||
Subtotal – Total crops | 57,744 | 100.0% | 27,479 | 93.7% | 50,894 | 100.0% | 23,136 | 92.0% | 29,483 | 94.0% | ||||||||||||||||
Facilities and other(5) | — | —% | 1,843 | 6.3% | — | —% | 1,975 | 8.0% | 1,869 | 6.0% | ||||||||||||||||
Total | 57,744 | 100.0% | $ | 29,322 | 100.0% | 50,894 | 100.0% | $ | 25,111 | 100.0% | $ | 31,352 | 100.0% |
(1) | Annualized straight-line rent amount is based on the minimum rental payments guaranteed under the lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. |
(2) | Includes certain berries and other fruits, such as melons, raspberries, and strawberries; legumes, such as peanuts; and vegetables, such as arugula, broccoli, cabbage, carrots, celery, cilantro, cucumbers, edamame, green beans, kale, lettuce, mint, onions, peas, peppers, potatoes, radicchio, spinach, and tomatoes. |
(3) | Includes alfalfa, barley, corn, edible beans, grass, popcorn, sorghum, soybeans, and wheat. |
(4) | Includes almonds, apples, avocados, blackberries, blueberries, cherries, figs, lemons, pistachios, and wine grapes. |
(5) | Consists primarily of rental revenue from: (i) farm-related facilities, such as cooling facilities, packinghouses, distribution centers, residential houses for tenant farmers, and other farm-related buildings; (ii) two oil and gas surface area leases and a telecommunications lease on small parcels of three of our properties; and (iii) unimproved or non-farmable acreage on certain of our farms. |
As of and For the Year Ended December 31, 2018 | As of and For the Year Ended December 31, 2017 | Annualized Straight- line Rent as of December 31, 2018(1) | ||||||||||||||||||||||||
State | Total Acres | % of Total Acres | Rental Revenue | % of Total Rental Revenue | Total Acres | % of Total Acres | Rental Revenue | % of Total Rental Revenue | Total Rental Revenue | % of Total Rental Revenue | ||||||||||||||||
California(2) | 10,147 | 13.8% | $ | 13,637 | 46.5% | 8,080 | 12.8% | $ | 12,006 | 47.8% | $ | 14,646 | 46.7% | |||||||||||||
Florida | 17,184 | 23.5% | 8,132 | 27.7% | 11,006 | 17.5% | 6,585 | 26.2% | 9,388 | 29.9% | ||||||||||||||||
Colorado | 31,448 | 42.9% | 2,743 | 9.4% | 31,450 | 49.9% | 2,704 | 10.8% | 2,743 | 8.7% | ||||||||||||||||
Arizona | 6,280 | 8.6% | 2,041 | 7.0% | 6,280 | 10.0% | 1,572 | 6.3% | 2,152 | 6.9% | ||||||||||||||||
Oregon | 418 | 0.6% | 893 | 3.0% | 2,313 | 3.7% | 1,189 | 4.7% | 511 | 1.6% | ||||||||||||||||
Washington | 746 | 1.1% | 718 | 2.4% | 746 | 1.1% | 152 | 0.6% | 490 | 1.6% | ||||||||||||||||
Nebraska | 2,559 | 3.5% | 580 | 2.0% | 2,559 | 4.1% | 580 | 2.3% | 592 | 1.9% | ||||||||||||||||
Michigan | 446 | 0.6% | 370 | 1.3% | 270 | 0.4% | 249 | 1.0% | 173 | 0.6% | ||||||||||||||||
North Carolina | 310 | 0.4% | 148 | 0.5% | 310 | 0.5% | 74 | 0.3% | 131 | 0.4% | ||||||||||||||||
Texas | 3,667 | 5.0% | 60 | 0.2% | — | —% | — | —% | 526 | 1.7% | ||||||||||||||||
Total | 73,205 | 100.0% | $ | 29,322 | 100.0% | 63,014 | 100.0% | $ | 25,111 | 100.0% | $ | 31,352 | 100.0% |
(1) | Annualized straight-line rent is based on the minimum rental payments guaranteed under the lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. |
(2) | 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 four of these growing regions. |
Year | Number of Expiring Leases | Expiring Leased Acreage | % of Total Acreage | Rental Revenue for the Year Ended December 31, 2018 | % of Total Rental Revenue | |||||||||
2019 | 7 | (1) | 6,878 | 9.4% | $ | 920 | 3.1% | |||||||
2020 | 9 | 28,655 | 39.1% | 6,713 | 22.9% | |||||||||
2021 | 6 | 8,547 | 11.7% | 2,463 | 8.4% | |||||||||
2022 | 2 | 269 | 0.4% | 696 | 2.4% | |||||||||
2023 | 5 | 5,151 | 7.0% | 4,725 | 16.1% | |||||||||
Thereafter | 25 | 20,859 | 28.5% | 12,635 | 43.1% | |||||||||
Other(2) | 9 | 2,846 | 3.9% | 1,170 | 4.0% | |||||||||
Totals | 63 | 73,205 | 100.0% | $ | 29,322 | 100.0% |
(1) | Includes two leases that were extended for additional periods of one year and three years, respectively, subsequent to December 31, 2018 (see “Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity” below for additional information on these and other recent leasing activities). In connection with these two leases, we recorded aggregate rental revenues of approximately $509,000 during the year ended December 31, 2018. |
(2) | Includes: (i) one farm that was sold during the year ended December 31, 2018, for which we recorded rental revenue of approximately $402,000 during the year; (ii) two leases that expired on December 31, 2018 (both of which were re-leased subsequent to December 31, 2018 (see “Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity” below)), for which we recorded aggregate rental revenues of approximately $580,000 during the year; (iii) two properties that were vacant as of December 31, 2018 (both of which were re-leased subsequent to December 31, 2018 (see “Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity” below)), for which we recorded rental revenue of approximately $142,000 during the year; and (iv) ancillary leases (e.g., oil, gas, and mineral leases, telecommunications leases, etc.) on certain of our farms, for which we recorded aggregate rental revenues of approximately $46,000 during the year ended December 31, 2018. |
Property Name | Property Location | Acquisition Date | Total Acreage | No. of Farms | Primary Crop(s) | Lease Term | Renewal Options | Total Purchase Price | Acquisition Costs(1) | Annualized Straight-line Rent(2) | |||||||||||||||||
Taft Highway(3) | Kern, CA | 1/31/2018 | 161 | 1 | Potatoes and Melons | N/A | N/A | $ | 2,945 | $ | 32 | $ | — | ||||||||||||||
Cemetery Road | Van Buren, MI | 3/13/2018 | 176 | 1 | Blueberries | 9.6 years | None | 2,100 | 39 | 150 | |||||||||||||||||
Owl Hammock(4) | Collier & Hendry, FL | 7/12/2018 | 5,630 | 5 | Vegetables and Melons | 7.0 years | 2 (5 years) | 37,350 | 196 | 2,148 | |||||||||||||||||
Plantation Road | Jackson, FL | 9/6/2018 | 574 | 1 | Peanuts and Melons | 2.3 years | None | 2,600 | 35 | 142 | |||||||||||||||||
Flint Avenue | Kings, CA | 9/13/2018 | 194 | 2 | Cherries | 15.3 years | 1 (5 years) | 6,850 | 51 | 523 | |||||||||||||||||
Sunnyside Avenue | Madera, CA | 11/1/2018 | 951 | 1 | Figs and Pistachios | 8.0 years | 2 (5 years) | 23,000 | 41 | 1,237 | (5) | ||||||||||||||||
Bunker Hill(6) | Hartley, TX | 11/20/2018 | 3,667 | 1 | Chip Potatoes | 1.1 years | None | 8,400 | 32 | 356 | |||||||||||||||||
Olsen Road(7) | Merced, CA | 12/6/2018 | 761 | 1 | Almonds | 0.9 years | 3 (5 years) & 1 (3 years) | 8,181 | 40 | 25 | (5) | ||||||||||||||||
Somerset Rd | Lincoln, NE | 1/22/2019 | 695 | 1 | Popcorn and Beans | 4.9 years | 1 (5 years) | 2,400 | 24 | 126 | |||||||||||||||||
12,809 | 14 | $ | 93,826 | $ | 490 | $ | 4,707 |
(1) | Acquisitions were accounted for as asset acquisitions in accordance with Accounting Standards Codification 360, “Property, Plant, and Equipment.” As such, all acquisition-related costs were capitalized and allocated among the identifiable assets acquired. 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 lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. |
(3) | Farm was purchased with no lease in place at the time of acquisition. See “Existing Properties—Leasing Activity” below for discussion on the lease recently executed on this farm. |
(4) | 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). |
(5) | These 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. |
(6) | Purchase price is net of a $100,000 credit provided to us by the seller. |
(7) | 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). |
PRIOR LEASES(1) | NEW LEASES(2) | ||||||||||||||
Farm Locations | Number of Leases | Total Farm Acres | Total Annualized Straight-line Rent(3) | # of Leases with Participation Rents | Lease Structures (# of NNN / NN) | Total Annualized Straight-line Rent(3) | Wtd. Avg. Term (Years) | # of Leases with Participation Rents | Lease Structures (# of NNN / NN) | ||||||
AZ, CA, FL, MI, & NE | 17 | 7,366 | $ | 2,767 | 2 | 10 / 7 | $ | 2,857 | 4.1 | 7 | 12 / 5 |
(1) | Includes the farm previously leased to Land Advisers, during which time no rental income was recognized, and a farm that was previously vacant. |
(2) | In connection with certain of these leases, we committed to provide aggregate capital of up to approximately $1.0 million for certain irrigation and other improvements on these farms. |
(3) | Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. |
Lender(1) | Date of Issuance | Principal Amount | Maturity Date | Principal Amortization | Stated Interest Rate | Expected Effective Interest Rate(2) | Interest Rate Terms | |||||||||
Farmer Mac | 3/13/2018 | $ | 1,260 | 3/13/2028 | None | 4.47% | 4.47% | Fixed throughout its term | ||||||||
Farm Credit West | 4/11/2018 | 1,473 | 5/1/2038 | 20.5 years | 4.99% | 4.24% | Fixed through 4/30/2023 (variable thereafter) | |||||||||
Farm Credit FL | 7/12/2018 | 16,850 | 8/1/2043 | 25.0 years | 5.38% | 4.06% | Fixed through 7/31/2025 (variable thereafter) | |||||||||
Farm Credit FL | 7/17/2018 | 5,560 | 8/1/2043 | 25.0 years | 5.38% | 4.06% | Fixed through 7/31/2025 (variable thereafter) | |||||||||
Farmer Mac | 7/30/2018 | 10,356 | 7/24/2025 | None | 4.45% | 4.45% | Fixed throughout its term | |||||||||
Farmer Mac | 8/17/2018 | 7,050 | 8/17/2021 | None | 4.06% | 4.06% | Fixed throughout its term | |||||||||
SWGA Farm Credit | 9/6/2018 | 1,560 | 10/1/2043 | 25.0 years | 5.06% | 4.31% | Fixed through 10/1/2023 (variable thereafter) | |||||||||
Farmer Mac | 9/13/2018 | 4,110 | 9/13/2028 | 96.9 years | 4.57% | 4.57% | Fixed throughout its term | |||||||||
Farm Credit West | 11/1/2018 | 13,800 | 11/1/2043 | 25.0 years | 5.61% | 4.86% | Fixed through 10/31/2028 (variable thereafter) | |||||||||
Plains Land Bank | 11/20/2018 | 5,280 | 12/1/2043 | 25.0 years | 5.40% | 4.65% | Fixed through 11/30/2023 (variable thereafter) | |||||||||
Diversified Financial(3) | 12/3/2018 | 1,295 | 11/27/2025 | 7.0 years | 5.70% | 5.70% | Fixed throughout its term | |||||||||
Premier Farm Credit | 2/7/2019 | 1,440 | 11/1/2043 | 25.0 years | 5.45% | 4.70% | Fixed through 11/1/2023 (variable thereafter) |
(1) | For further discussion on borrowings from each of these lenders, refer to Note 4, “Borrowings,” in the accompanying notes to our consolidated financial statements. |
(2) | On borrowings from the various Farm Credit associations, we receive interest patronage, or refunded interest, which is typically received in the calendar year following the year in which the related interest expense was accrued. The Expected effective interest rates reflected in the table above are the interest rates net of expected interest patronage, which is based on either historical patronage actually received (for pre-existing lenders whom we have received interest patronage from) or indications from the respective lenders of estimated patronage to be paid (for new lenders). See Note 4, “Borrowings,” in the accompanying notes to our consolidated financial statements for additional information on interest patronage received in current and prior years. |
(3) | This loan was issued in two separate disbursements: approximately $688,000 was disbursed on December 3, 2020, and approximately $607,000 was disbursed on December 20, 2018. |
• | no Incentive Fee in any calendar quarter in which our Pre-Incentive Fee FFO does not exceed the hurdle rate of 1.75% (7.0% annualized); |
• | 100% of the amount of our Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and |
• | 20% of the amount of our Pre-Incentive fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). |
▪ | Same-property basis represents properties owned as of December 31, 2016, and were not vacant at any point during either period presented. |
▪ | Properties acquired during the prior year are properties acquired during the year ended December 31, 2017. |
▪ | Properties acquired subsequent to prior year are properties acquired subsequent to December 31, 2017 (including one farm acquired during the year ended December 31, 2018, which was purchased without a lease in place and was mostly vacant during a majority of the year); and |
▪ | Disposed of, vacant, or self-operated farms represent properties that were either (i) disposed of during either period presented, (ii) vacant (either wholly or partially) at any point during either period presented, or (iii) operated by a wholly-owned subsidiary of ours (in which case no rental revenues would have been recognized on our consolidated statements of operations). We had two properties that were vacant for a portion of the year ended December 31, 2018. In addition, we sold one property during each of the years ended December 31, 2018 and 2017, and one of our farms was leased to Land Advisers during a portion of each of the years ended December 31, 2018 and 2017. |
For the Years Ended December 31, | |||||||||||||
2018 | 2017 | $ Change | % Change | ||||||||||
Operating revenues: | |||||||||||||
Total rental revenues | $ | 29,322 | $ | 25,111 | $ | 4,211 | 16.8% | ||||||
Tenant recovery revenue | 40 | 11 | 29 | 263.6% | |||||||||
Other operating revenues | 7,325 | — | 7,325 | NM | |||||||||
Total operating revenues | 36,687 | 25,122 | 11,565 | 46.0% | |||||||||
Operating expenses: | |||||||||||||
Depreciation and amortization | 9,375 | 7,237 | 2,138 | 29.5% | |||||||||
Property operating expenses | 2,043 | 1,323 | 720 | 54.4% | |||||||||
Management, incentive, and capital gains fees, net of credits | 2,451 | 2,675 | (224 | ) | (8.4)% | ||||||||
Administration fee | 1,275 | 914 | 361 | 39.5% | |||||||||
General and administrative expenses | 1,751 | 1,597 | 154 | 9.6% | |||||||||
Other operating expenses | 7,680 | — | 7,680 | NM | |||||||||
Total operating expenses, net of credits | 24,575 | 13,746 | 10,829 | 78.8% | |||||||||
Other income (expense) | |||||||||||||
Other income | 373 | 206 | 167 | 81.1% | |||||||||
Interest expense and financing costs | (12,130 | ) | (9,762 | ) | (2,368 | ) | 24.3% | ||||||
Dividends declared on Series A Term Preferred Stock | (1,833 | ) | (1,833 | ) | — | —% | |||||||
Gain (loss) on dispositions of real estate assets, net | 5,532 | (21 | ) | 5,553 | NM | ||||||||
Property and casualty loss | (194 | ) | — | (194 | ) | NM | |||||||
Loss on write-down of inventory | (1,094 | ) | — | (1,094 | ) | NM | |||||||
Total other income (expense) | (9,346 | ) | (11,410 | ) | 2,064 | (18.1)% | |||||||
Net income (loss) | 2,766 | (34 | ) | 2,800 | NM | ||||||||
Net (income) loss attributable to non-controlling interests | (137 | ) | 3 | (140 | ) | NM | |||||||
Net income (loss) attributable to the Company | 2,629 | (31 | ) | 2,660 | NM | ||||||||
Dividends declared on Series B Preferred Stock | (379 | ) | — | (379 | ) | NM | |||||||
Net income (loss) attributable to common stockholders | $ | 2,250 | $ | (31 | ) | $ | 2,281 | NM |
Rental Revenues: | For the Years Ended December 31, | ||||||||||||
2018 | 2017 | $ Change | % Change | ||||||||||
Same-property basis – Fixed rents | $ | 18,969 | $ | 19,318 | $ | (349 | ) | (1.8)% | |||||
Same-property basis – Participation rents | 766 | 304 | 462 | 152.0% | |||||||||
Properties acquired during prior year – Fixed rents | 6,999 | 4,541 | 2,458 | 54.1% | |||||||||
Properties acquired during prior year – Participation rents | 444 | — | 444 | — | |||||||||
Properties acquired subsequent to prior year | 1,611 | — | 1,611 | — | |||||||||
Disposed of, vacant, or self-operated properties | 533 | 948 | (415 | ) | (43.8)% | ||||||||
$ | 29,322 | $ | 25,111 | $ | 4,211 | 16.8% |
Depreciation and amortization: | For the Years Ended December 31, | ||||||||||||
2018 | 2017 | $ Change | % Change | ||||||||||
Same-property basis | $ | 5,772 | $ | 5,726 | $ | 46 | 0.8% | ||||||
Properties acquired during prior year | 3,178 | 1,265 | 1,913 | 151.2% | |||||||||
Properties acquired subsequent to prior year | 283 | — | 283 | — | |||||||||
Disposed of, vacant, or self-operated properties | 142 | 246 | (104 | ) | (42.3)% | ||||||||
$ | 9,375 | $ | 7,237 | $ | 2,138 | 29.5% |
Property operating expenses: | For the Years Ended December 31, | ||||||||||||
2018 | 2017 | $ Change | % Change | ||||||||||
Same-property basis | $ | 1,123 | $ | 1,038 | $ | 85 | 8.2% | ||||||
Properties acquired during prior year | 733 | 272 | 461 | 169.5% | |||||||||
Properties acquired subsequent to prior year | 124 | — | 124 | — | |||||||||
Disposed of, vacant, or self-operated properties | 63 | 13 | 50 | 384.6% | |||||||||
$ | 2,043 | $ | 1,323 | $ | 720 | 54.4% |
2018 | 2017 | $ Change | % Change | ||||||||||
Net change in cash from: | |||||||||||||
Operating activities | $ | 10,408 | $ | 6,515 | $ | 3,893 | 59.8% | ||||||
Investing activities | (93,809 | ) | (129,645 | ) | 35,836 | 27.6% | |||||||
Financing activities | 95,193 | 123,630 | (28,437 | ) | (23.0)% | ||||||||
Net change in Cash and cash equivalents | $ | 11,792 | $ | 500 | $ | 11,292 | 2,258.4% |
Type of Issuance | Number of Shares Sold | Weighted-average Offering Price | Gross Proceeds | Net Proceeds | ||||||||||
Series B Preferred Stock(1) | 1,598,468 | $ | 24.59 | $ | 39,304 | $ | 35,966 | |||||||
Common Stock – Overnight Public Offerings(2) | 2,715,000 | 12.36 | 33,567 | 31,828 | ||||||||||
Common Stock – ATM Program | 986,955 | 12.95 | 12,779 | 12,587 |
(1) | Includes 600 shares that were redeemed by us during the year ended December 31, 2018. |
(2) | Includes shares issued as a result of underwriters exercising their over-allotment options. |
• | Acquisition-related expenses. Acquisition-related expenses (i.e., due diligence costs) are incurred for investment purposes and do not correlate with the ongoing operations of our existing portfolio. Further, due to the inconsistency in which these costs are incurred and how they have historically been treated for accounting purposes, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis. |
• | Acquisition- and disposition-related accounting fees. Certain auditing and accounting fees we incur are directly related to acquisitions or dispositions and vary depending on the number and complexity of acquisitions or dispositions completed during a period. Due to the inconsistency in which these costs are incurred, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis. |
• | Rent adjustments. This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and lease incentives and accretion related to below-market lease values, other deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. In addition to these adjustments, we also modify the calculation of cash rents within our definition of AFFO to provide greater consistency and comparability due to the period-to-period volatility in which cash rents are received. To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually. As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year. Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned. |
• | Amortization of debt issuance costs. The amortization of costs incurred to obtain financing is excluded from AFFO, as it is a non-cash expense item that is not directly related to the operating performance of our properties. |
For the Years Ended December 31, | |||||||
2018 | 2017 | ||||||
Net income (loss) | $ | 2,766 | $ | (34 | ) | ||
Plus: Real estate and intangible depreciation and amortization | 9,375 | 7,237 | |||||
(Less) plus: (Gains) losses on dispositions of real estate assets, net | (5,532 | ) | 21 | ||||
FFO | 6,609 | 7,224 | |||||
Less: Dividends declared on Series B Preferred Stock | (379 | ) | — | ||||
FFO available to common stockholders and OP Unitholders | 6,230 | 7,224 | |||||
Plus: Acquisition-related expenses | 169 | 127 | |||||
Plus: Net acquisition- and disposition-related accounting fees | 105 | 97 | |||||
Plus: Other charges, net(1) | 1,790 | — | |||||
CFFO available to common stockholders and OP Unitholders | 8,294 | 7,448 | |||||
Net rent adjustments | (485 | ) | (509 | ) | |||
Plus: Amortization of debt issuance costs | 582 | 524 | |||||
AFFO available to common stockholders and OP Unitholders | $ | 8,391 | $ | 7,463 | |||
Weighted average common shares outstanding – basic & diluted | 15,503,341 | 12,055,791 | |||||
Weighted-average OP Units outstanding(2) | 809,022 | 1,358,790 | |||||
Weighted-average total shares outstanding | 16,312,363 | 13,414,581 | |||||
Diluted FFO per weighted average total share | $ | 0.38 | $ | 0.54 | |||
Diluted CFFO per weighted average total share | $ | 0.51 | $ | 0.56 | |||
Diluted AFFO per weighted average total share | $ | 0.51 | $ | 0.56 |
(1) | For the year ended December 31, 2018, this adjustment consists of: (i) the net impact of the Incremental TRS Operations, which was a net loss of approximately $1.6 million; (ii) a property and casualty loss of approximately $194,000; and (iii) approximately $34,000 of additional repairs incurred as a result of damage caused to certain irrigation improvements on our farms by natural disasters, which repairs were expensed during the year ended December 31, 2018. |
(2) | Represents OP Units held by third parties. As of December 31, 2018 and 2017, there were 570,879 and 1,008,105, respectively, OP Units held by non-controlling limited partners. |
• | For properties acquired within 12 months prior to the date of valuation, the purchase price of the property will generally be used as the current fair value unless overriding factors apply. In situations where OP Units are issued as partial or whole consideration in connection with the acquisition of a property, the fair value of the property will generally be the lower of: (i) the agreed-upon purchase price between the seller and the buyer (as shown in the purchase and sale |
• | For real estate we acquired more than one year prior to the date of valuation, we determine the fair value either by relying on estimates provided by independent, third-party appraisers or through an internal valuation process. In addition, if significant capital improvements take place on a property, we will typically have those properties reappraised upon completion of the project by an independent, third-party appraiser. In any case, we intend to have each property valued by an independent, third-party appraiser via a full appraisal at least once every three years, with interim values generally being determined by either: (i) a restricted appraisal (a “desk appraisal”) performed by an independent, third-party appraiser, or (ii) our internal valuation process. |
Valuation Method | Number of Farms | Total Acres | Farm Acres | Net Cost Basis(1) | Current Fair Value | % of Total Fair Value | ||||||||||
Purchase Price | 13 | 12,114 | 8,514 | $ | 91,563 | $ | 91,426 | 14.8% | ||||||||
Third-party Appraisal(2) | 72 | 61,091 | 49,230 | 450,093 | 526,440 | 85.2% | ||||||||||
Total | 85 | 73,205 | 57,744 | $ | 541,656 | $ | 617,866 | 100.0% |
(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 paid for by us that were associated with the properties, and adjusted for accumulated depreciation and amortization. |
(2) | Appraisals performed between March 2018 and December 2018. |
Range (Low - High) | Weighted Average | ||||
Land Value (per farmable acre) | $600 – $92,176 | $ | 33,524 | ||
Market Rent (per farmable acre) | $247 – $4,718 | $ | 2,288 | ||
Market Capitalization Rate | 3.12% – 6.43% | 4.24% |
Note: | Figures in the above table apply only to the farmland portion of our portfolio and exclude assumptions made relating to farm-related facilities (e.g., cooling facilities), and other structures on our properties (e.g., residential housing), as their aggregate value was considered to be insignificant in relation to that of the farmland. |
Total portfolio fair value as of September 30, 2018 | $ | 578,580 | ||||||
Plus: Acquisition of three new farms during the three months ended December 31, 2018 | 39,581 | |||||||
Less net value depreciation during the three months ended December 31, 2018: | ||||||||
Two farms valued via third-party appraisals | $ | (295 | ) | |||||
Total net depreciation for the three months ended December 31, 2018 | (295 | ) | ||||||
Total portfolio fair value as of December 31, 2018 | $ | 617,866 |
Total equity per balance sheet | $ | 181,053 | ||||||
Fair value adjustment for long-term assets: | ||||||||
Less: net cost basis of tangible and intangible real estate holdings(1) | $ | (541,656 | ) | |||||
Plus: estimated fair value of real estate holdings(2) | 617,866 | |||||||
Net fair value adjustment for real estate holdings | 76,210 | |||||||
Fair value adjustment for long-term liabilities: | ||||||||
Plus: book value of aggregate long-term indebtedness(3) | 366,876 | |||||||
Less: fair value of aggregate long-term indebtedness(3)(4) | (357,785 | ) | ||||||
Net fair value adjustment for long-term indebtedness | 9,091 | |||||||
Estimated NAV | $ | 266,354 | ||||||
Less: fair value of Series B Preferred Stock(5) | (28,595 | ) | ||||||
Estimated NAV available to common stockholders and OP Unitholders | $ | 237,759 | ||||||
Total common shares and OP Units outstanding(6) | 18,462,219 | |||||||
Estimated NAV per common share and OP Unit | $ | 12.88 |
(1) | Per Net Cost Basis as presented in the table above. |
(2) | Per Current Fair Value as presented in the table above. |
(3) | Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable) and the Series A Term Preferred Stock. |
(4) | Long-term notes and bonds payable were valued using a discounted cash flow model. The Series A Term Preferred Stock was valued based on its closing stock price as of December 31, 2018. |
(5) | Valued at the security’s liquidation value, as discussed above. |
(6) | Includes 17,891,340 shares of common stock and 570,879 OP Units held by non-controlling limited partners. |
Estimated NAV per common share and OP Unit as of September 30, 2018 | $ | 13.79 | ||||||
Less net loss | (0.08 | ) | ||||||
Less net change in valuations: | ||||||||
Net change in unrealized fair value of farmland portfolio(1) | $ | (0.14 | ) | |||||
Net change in unrealized fair value of long-term indebtedness | (0.34 | ) | ||||||
Net change in valuations | (0.48 | ) | ||||||
Less distributions | (0.13 | ) | ||||||
Less dilutive effect of equity issuances(2) | (0.22 | ) | ||||||
Estimated NAV per common share and OP Unit as of December 31, 2018 | $ | 12.88 |
(1) | The net change in unrealized fair value of our farmland portfolio consists of three components: (i) a decrease of $0.02 per share due to the net depreciation in value of two farms that were valued during the three months ended December 31, 2018, (ii) an increase of $0.15 per share due to the aggregate depreciation and amortization expense recorded during the three months ended December 31, 2018, and (iii) a decrease of $0.27 per share due to capital improvements made on certain properties that have not yet been considered in the determination of the respective properties’ estimated fair values. |
(2) | Reflective of shares of Series B Preferred Stock and common stock issued during the three months ended December 31, 2018. |
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
PAGE | |
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2018 |
December 31, 2018 | December 31, 2017 | |||||||
ASSETS | ||||||||
Investment in real estate, net | $ | 538,953 | $ | 449,486 | ||||
Lease intangibles, net | 5,686 | 5,492 | ||||||
Cash and cash equivalents | 14,730 | 2,938 | ||||||
Crop inventory | — | 1,528 | ||||||
Other assets, net | 5,750 | 2,834 | ||||||
TOTAL ASSETS | $ | 565,119 | $ | 462,278 | ||||
LIABILITIES AND EQUITY | ||||||||
LIABILITIES: | ||||||||
Borrowings under lines of credit | $ | 100 | $ | 10,000 | ||||
Notes and bonds payable, net | 335,788 | 291,002 | ||||||
Series A cumulative term preferred stock, $0.001 par value; $25.00 per share liquidation preference; 2,000,000 shares authorized, 1,150,000 shares issued and outstanding as of December 31, 2018 and 2017, net | 28,124 | 27,890 | ||||||
Accounts payable and accrued expenses | 9,152 | 7,398 | ||||||
Due to related parties, net | 945 | 940 | ||||||
Other liabilities, net | 9,957 | 7,097 | ||||||
Total liabilities | 384,066 | 344,327 | ||||||
Commitments and contingencies (Note 8) | ||||||||
EQUITY: | ||||||||
Stockholders’ equity: | ||||||||
Series B cumulative redeemable preferred stock, $0.001 par value; $25.00 per share liquidation preference; 6,500,000 shares authorized, 1,144,393 shares issued and outstanding as of December 31, 2018; no shares authorized, issued, or outstanding as of December 31, 2017 | 1 | — | ||||||
Common stock, $0.001 par value; 91,500,000 shares authorized, 17,891,340 shares issued and outstanding as of December 31, 2018; 98,000,000 shares authorized, 13,791,574 shares issued and outstanding as of December 31, 2017 | 18 | 14 | ||||||
Additional paid-in capital | 202,053 | 129,705 | ||||||
Distributions in excess of accumulated earnings | (25,826 | ) | (19,802 | ) | ||||
Total stockholders’ equity | 176,246 | 109,917 | ||||||
Non-controlling interests in Operating Partnership | 4,807 | 8,034 | ||||||
Total equity | 181,053 | 117,951 | ||||||
TOTAL LIABILITIES AND EQUITY | $ | 565,119 | $ | 462,278 |
For the year ended December 31, | |||||||
2018 | 2017 | ||||||
OPERATING REVENUES: | |||||||
Rental revenues: | |||||||
Fixed rents | $ | 28,112 | $ | 24,807 | |||
Participation rents | 1,210 | 304 | |||||
Total rental revenues | 29,322 | 25,111 | |||||
Tenant recovery revenue | 40 | 11 | |||||
Other operating revenues | 7,325 | — | |||||
Total operating revenues | 36,687 | 25,122 | |||||
OPERATING EXPENSES: | |||||||
Depreciation and amortization | 9,375 | 7,237 | |||||
Property operating expenses | 2,043 | 1,323 | |||||
Base management fee | 2,837 | 2,041 | |||||
Incentive fee | — | 688 | |||||
Capital gains fee | 628 | — | |||||
Administration fee | 1,275 | 914 | |||||
General and administrative expenses | 1,751 | 1,597 | |||||
Other operating expenses | 7,680 | — | |||||
Total operating expenses | 25,589 | 13,800 | |||||
Credits to fees from Adviser | (1,014 | ) | (54 | ) | |||
Total operating expenses, net of credits to fees | 24,575 | 13,746 | |||||
OTHER INCOME (EXPENSE): | |||||||
Other income | 373 | 206 | |||||
Interest expense and financing costs | (12,130 | ) | (9,762 | ) | |||
Dividends declared on Series A cumulative term preferred stock | (1,833 | ) | (1,833 | ) | |||
Gain (loss) on dispositions of real estate assets, net | 5,532 | (21 | ) | ||||
Property and casualty loss | (194 | ) | — | ||||
Loss on write-down of crop inventory | (1,094 | ) | — | ||||
Total other income (expense), net | (9,346 | ) | (11,410 | ) | |||
NET INCOME (LOSS) | 2,766 | (34 | ) | ||||
Net (income) loss attributable to non-controlling interests | (137 | ) | 3 | ||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 2,629 | (31 | ) | ||||
Dividends declared on Series B cumulative redeemable preferred stock | (379 | ) | — | ||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 2,250 | $ | (31 | ) | ||
EARNINGS (LOSS) PER COMMON SHARE: | |||||||
Basic and diluted | $ | 0.15 | $ | — | |||
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING | |||||||
Basic and diluted | 15,503,341 | 12,055,791 | |||||
Distributions declared per common share | $ | 0.5319 | $ | 0.5238 |
Series B Preferred Stock | Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Earnings | Total Stockholders’ Equity | Non- Controlling Interest | Total Equity | ||||||||||||||||||||||||||
Number of Shares | Par Value | Number of Shares | Par Value | |||||||||||||||||||||||||||||
Balance at December 31, 2016 | 0 | $ | — | 10,024,875 | $ | 10 | $ | 90,082 | $ | (13,402 | ) | $ | 76,690 | $ | 11,087 | $ | 87,777 | |||||||||||||||
Issuance of OP Units as consideration in real estate acquisitions, net | 0 | — | 0 | — | — | — | — | — | — | |||||||||||||||||||||||
Redemptions of OP Units | 0 | — | 246,875 | — | 1,968 | — | 1,968 | (4,537 | ) | (2,569 | ) | |||||||||||||||||||||
Issuance of common stock, net | 0 | — | 3,519,824 | 4 | 39,852 | — | 39,856 | — | 39,856 | |||||||||||||||||||||||
Net loss | 0 | — | 0 | — | — | (31 | ) | (31 | ) | (3 | ) | (34 | ) | |||||||||||||||||||
Distributions—common stock and OP Units | 0 | — | 0 | — | — | (6,369 | ) | (6,369 | ) | (710 | ) | (7,079 | ) | |||||||||||||||||||
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership | 0 | — | 0 | — | (2,197 | ) | — | (2,197 | ) | 2,197 | — | |||||||||||||||||||||
Balance at December 31, 2017 | 0 | $ | — | 13,791,574 | $ | 14 | $ | 129,705 | $ | (19,802 | ) | $ | 109,917 | $ | 8,034 | $ | 117,951 | |||||||||||||||
Redemptions of OP Units | 0 | — | 397,811 | — | 4,886 | — | 4,886 | (5,409 | ) | (523 | ) | |||||||||||||||||||||
Issuance of preferred stock, net | 1,144,393 | 1 | 0 | — | 25,600 | — | 25,601 | — | 25,601 | |||||||||||||||||||||||
Issuance of common stock, net | 0 | — | 3,701,955 | 4 | 44,333 | — | 44,337 | — | 44,337 | |||||||||||||||||||||||
Net income | 0 | — | 0 | — | — | 2,629 | 2,629 | 137 | 2,766 | |||||||||||||||||||||||
Dividends—Series B Preferred Stock | 0 | — | 0 | — | — | (379 | ) | (379 | ) | — | (379 | ) | ||||||||||||||||||||
Distributions—common stock and OP Units | 0 | — | 0 | — | — | (8,274 | ) | (8,274 | ) | (426 | ) | (8,700 | ) | |||||||||||||||||||
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership | 0 | — | 0 | — | (2,471 | ) | — | (2,471 | ) | 2,471 | — | |||||||||||||||||||||
Balance at December 31, 2018 | 1,144,393 | $ | 1 | 17,891,340 | $ | 18 | $ | 202,053 | $ | (25,826 | ) | $ | 176,246 | $ | 4,807 | $ | 181,053 |
For the year ended December 31, | |||||||
2018 | 2017 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ | 2,766 | $ | (34 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization | 9,375 | 7,237 | |||||
Amortization of debt issuance costs | 582 | 524 | |||||
Amortization of deferred rent assets and liabilities, net | (398 | ) | (278 | ) | |||
Bad debt expense | 153 | 150 | |||||
(Gain) loss on dispositions of real estate assets, net | (5,532 | ) | 21 | ||||
Property and casualty loss | 194 | — | |||||
Loss on write-down of inventory | 1,094 | — | |||||
Changes in operating assets and liabilities: | |||||||
Crop inventory and Other assets, net | (3,151 | ) | (1,904 | ) | |||
Accounts payable and accrued expenses and Due to related parties, net | 1,942 | 1,923 | |||||
Other liabilities, net | 3,383 | (1,124 | ) | ||||
Net cash provided by operating activities | 10,408 | 6,515 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Acquisition of new real estate assets | (71,436 | ) | (127,835 | ) | |||
Capital expenditures on existing real estate assets | (22,605 | ) | (5,211 | ) | |||
Proceeds from dispositions of real estate assets | 132 | 3,834 | |||||
Maturity of short-term investment | — | 682 | |||||
Change in deposits on real estate acquisitions and investments, net | 100 | (1,115 | ) | ||||
Net cash used in investing activities | (93,809 | ) | (129,645 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from issuance of preferred and common equity | 74,417 | 41,907 | |||||
Offering costs | (4,186 | ) | (1,977 | ) | |||
Payments for redemptions of OP Units | (523 | ) | (2,569 | ) | |||
Borrowings from notes and bonds payable | 68,594 | 108,685 | |||||
Repayments of notes and bonds payable | (23,455 | ) | (7,906 | ) | |||
Borrowings from lines of credit | 29,900 | 58,400 | |||||
Repayments of lines of credit | (39,800 | ) | (64,950 | ) | |||
Payment of financing fees | (675 | ) | (881 | ) | |||
Dividends paid on Series B cumulative redeemable preferred stock | (379 | ) | — | ||||
Distributions paid on common stock | (8,274 | ) | (6,369 | ) | |||
Distributions paid to non-controlling interests in Operating Partnership | (426 | ) | (710 | ) | |||
Net cash provided by financing activities | 95,193 | 123,630 | |||||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 11,792 | 500 | |||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,938 | 2,438 | |||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 14,730 | $ | 2,938 | |||
Supplemental cash flow information: | |||||||
Interest paid(1) | $ | 12.335 | $ | 9,582 | |||
Supplemental non-cash investing and financing information: | |||||||
Real estate additions included in Other assets, net | — | 15 | |||||
Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net | 2,090 | 2,641 | |||||
Gain (loss) on dispositions of real estate assets, net included in Accounts payable and accrued expenses and Due to related parties, net | — | 39 | |||||
Real estate additions included in Other liabilities, net | — | 849 | |||||
Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net | 158 | 149 | |||||
Financing costs included in Accounts payable and accrued expenses and Due to related parties, net | 30 | 15 | |||||
Escrow proceeds from asset sale used for acquisition of new real estate assets | 20,500 | — |
Growing costs | $ | 1,335 | ||
Overhead costs(1) | 193 | |||
Total Crop inventory | $ | 1,528 |
(1) | Includes approximately $71,000 of unallocated fees earned by our Adviser from Land Advisers as of December 31, 2017 (see Note 6, “Related-Party Transactions—TRS Fee Arrangements” for further discussion on this fee). |
Sales revenues(1) | $ | 7,308 | ||
Cost of sales(2)(3)(4) | (7,680 | ) |
(1) | Included within Other operating revenues on the accompanying Consolidated Statement of Operations. |
(2) | Included within Other operating expenses on the accompanying Consolidated Statement of Operations. |
(3) | Excludes rent expense owed to the Company and interest expense owed on a loan from the Company to Land Advisers, both of which expenses were eliminated in consolidation. |
(4) | Excludes the allocation of a fee earned by our Adviser from Land Advisers of approximately $176,000 during the year ended December 31, 2018, which is included within Base management fee on the accompanying Consolidated Statements of Operations (see Note 6, “Related-Party Transactions—TRS Fee Arrangements—TRS Expense Sharing Agreement” for further discussion on this fee). |
Location | No. of Farms | Total Acres | Farm Acres | Net Cost Basis(1) | Encumbrances(2) | |||||||||
California | 33 | 10,147 | 9,336 | $ | 249,984 | $ | 168,158 | |||||||
Florida | 22 | 17,184 | 12,981 | 154,749 | 97,262 | |||||||||
Arizona(3) | 6 | 6,280 | 5,228 | 53,849 | 22,359 | |||||||||
Colorado | 10 | 31,448 | 24,513 | 42,098 | 25,468 | |||||||||
Nebraska | 2 | 2,559 | 2,101 | 10,464 | 7,050 | |||||||||
Washington | 1 | 746 | 417 | 8,845 | 5,236 | |||||||||
Texas | 1 | 3,667 | 2,219 | 8,418 | 5,280 | |||||||||
Oregon | 3 | 418 | 363 | 5,946 | 3,375 | |||||||||
Michigan | 5 | 446 | 291 | 4,980 | 2,768 | |||||||||
North Carolina | 2 | 310 | 295 | 2,323 | 1,270 | |||||||||
85 | 73,205 | 57,744 | $ | 541,656 | $ | 338,226 |
(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 and lease incentives 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 Sheet. |
(2) | Excludes approximately $2.3 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Consolidated Balance Sheet. |
(3) | 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 $2.7 million as of December 31, 2018 (included in Lease intangibles, net on the accompanying Consolidated Balance Sheet). |
December 31, 2018 | December 31, 2017 | |||||||
Real estate: | ||||||||
Land and land improvements | $ | 417,310 | $ | 356,316 | ||||
Irrigation systems | 71,583 | 50,282 | ||||||
Horticulture | 48,894 | 34,803 | ||||||
Farm-related facilities | 18,510 | 18,191 | ||||||
Other site improvements | 6,707 | 6,551 | ||||||
Real estate, at gross cost | 563,004 | 466,143 | ||||||
Accumulated depreciation | (24,051 | ) | (16,657 | ) | ||||
Real estate, net | $ | 538,953 | $ | 449,486 |
December 31, 2018 | December 31, 2017 | |||||||
Lease intangibles: | ||||||||
Leasehold interest – land | $ | 3,498 | $ | 3,498 | ||||
In-place leases | 2,046 | 1,451 | ||||||
Leasing costs | 1,963 | 1,490 | ||||||
Tenant relationships | 414 | 439 | ||||||
Lease intangibles, at gross cost | 7,921 | 6,878 | ||||||
Accumulated amortization | (2,235 | ) | (1,386 | ) | ||||
Lease intangibles, net | $ | 5,686 | $ | 5,492 |
December 31, 2018 | December 31, 2017 | ||||||||||||||
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) | $ | 126 | $ | (18 | ) | $ | 26 | $ | (5 | ) | |||||
Below-market lease values and other deferred revenues(2) | (917 | ) | 202 | (823 | ) | 125 | |||||||||
$ | (791 | ) | $ | 184 | $ | (797 | ) | $ | 120 |
(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 rental income on the accompanying Consolidated Statements of Operations. |
(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 rental income on the accompanying Consolidated Statements of Operations. |
Period | Estimated Amortization Expense | Estimated Net Increase to Rental Income | |||||||
For the fiscal years ending December 31: | 2019 | $ | 959 | $ | 113 | ||||
2020 | 754 | 27 | |||||||
2021 | 549 | 32 | |||||||
2022 | 341 | 33 | |||||||
2023 | 299 | 30 | |||||||
Thereafter | 2,784 | 372 | |||||||
$ | 5,686 | $ | 607 |
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) | 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 | 196 | 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 | 51 | 523 | 4,110 | |||||||||||||||||||
Sunnyside Avenue | Madera, CA | 11/1/2018 | 951 | 1 | Figs and Pistachios | 8.0 years | 2 (5 years) | 23,000 | 41 | 1,237 | (4) | 13,800 | ||||||||||||||||||
Bunker Hill(5) | Hartley, TX | 11/20/2018 | 3,667 | 1 | Chip Potatoes | 1.1 years | None | 8,400 | 32 | 356 | 5,280 | |||||||||||||||||||
Olsen Road(6) | Merced, CA | 12/6/2018 | 761 | 1 | Almonds | 0.9 years | 3 (5 years) & 1 (3 years) | 8,181 | 40 | 25 | (4) | — | ||||||||||||||||||
12,114 | 13 | $ | 91,426 | $ | 466 | $ | 4,581 | $ | 49,893 |
(1) | Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the lease, 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. See Note 11, “Subsequent Events—Leasing Activity” for discussion on the lease executed on this farm subsequent to December 31, 2018. |
(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) | These 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). |
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(2) | New Long-term Debt | |||||||||||||||||||
Citrus Boulevard | Martin, FL | 1/12/2017 | 3,748 | 1 | Organic Vegetables | 7.0 years | 3 (5 years) | $ | 54,000 | $ | 80 | $ | 2,926 | $ | 32,400 | |||||||||||||||
Spot Road(3) | Yuma, AZ | 6/1/2017 | 3,280 | 4 | Melons and Alfalfa Hay | 8.6 years | 1 (10 years) & 1 (2 years) | 27,500 | 88 | 1,673 | 15,300 | |||||||||||||||||||
Poplar Street | Bladen, NC | 6/2/2017 | 310 | 2 | Organic Blueberries | 9.6 years | 1 (5 years) | 2,169 | 49 | 122 | (4) | 1,301 | ||||||||||||||||||
Phelps Avenue | Fresno, CA | 7/17/2017 | 847 | 4 | Pistachios and Almonds | 10.3 years | 1 (5 years) | 13,603 | 43 | 681 | (4) | 8,162 | ||||||||||||||||||
Parrot Avenue(5) | Okeechobee, FL | 8/9/2017 | 1,910 | 1 | Misc. Vegetables | 0.5 years | None | 9,700 | 67 | 488 | (5) | 5,820 | ||||||||||||||||||
Cat Canyon Road(6) | Santa Barbara, CA | 8/30/2017 | 361 | 1 | Wine Grapes | 9.8 years | 2 (5 years) | 5,375 | 112 | 322 | 3,225 | |||||||||||||||||||
Oasis Road | Walla Walla, WA | 9/8/2017 | 746 | 1 | Apples, Cherries, and Wine Grapes | 6.3 years | None | 9,500 | 45 | 480 | (4) | 5,460 | ||||||||||||||||||
JJ Road | Baca, CO | 10/2/2017 | 1,280 | 1 | Grass Hay | 4.3 years | 1 (5 years) | 900 | 26 | 52 | 540 | |||||||||||||||||||
Jayne Avenue | Fresno, CA | 12/15/2017 | 159 | 1 | Organic Almonds | 19.9 years | 2 (5 years) | 5,925 | 44 | 364 | (4) | 3,555 | ||||||||||||||||||
12,641 | 16 | $ | 128,672 | $ | 554 | $ | 7,108 | $ | 75,763 |
(1) | Where more than one lease was assumed or executed, represents the weighted-average lease term on the property. |
(2) | Annualized straight-line amount is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. |
(3) | Includes two farms (1,368 total acres) acquired through a leasehold interest, with the State of Arizona as the lessor. These state leases expire in February 2022 (485 total acres) and February 2025 (883 total acres). In addition, in connection with the acquisition of this property, we assumed four in-place leases with us as the lessor or sublessor. Three of these leases are agricultural leases, with one lease expiring on June 30, 2019, and two leases expiring on September 15, 2026. The fourth lease is a residential lease that expires on September 30, 2019. If either of the state leases is not renewed upon its expiration, the subleases on the respective acreage shall terminate automatically. |
(4) | These leases also provide for a participation rent component based on the gross crop revenues earned on the property. The figures above represent only the minimum cash rents guaranteed under the respective leases. |
(5) | In connection with the acquisition of this property, we executed a 6-year, follow-on lease with a new tenant that began upon the expiration of the 7-month lease assumed at acquisition. The follow-on lease includes two, 6-year extension options and provides for minimum annualized straight-line rents of approximately $542,000. In addition, in connection with the execution of the follow-on lease, as amended, we committed to provide up to $2.5 million of capital for certain irrigation and property improvements. As stipulated in the follow-on 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 follow-on lease). |
(6) | In connection with the acquisition of this property, we committed to provide up to $4.0 million of capital to fund the development of additional vineyard acreage on the property. As stipulated in the lease agreement, we will earn additional rental income on the total cost of the project as the capital is disbursed by us at rates specified in the lease. |
Acquisition Period | Land and Land Improvements | Irrigation Systems | Horticulture | Farm-related Facilities | Other Improvements | Leasehold Interest – Land | In-place Leases | Leasing Costs | Net Below-Market Leases | Total Purchase Price | |||||||||||||||||||||||||||||
2018 Acquisitions | $ | 72,508 | $ | 4,313 | $ | 13,288 | $ | 123 | $ | — | $ | — | 763 | $ | 526 | $ | (95 | ) | $ | 91,426 | |||||||||||||||||||
2017 Acquisitions | 92,516 | 11,844 | 16,213 | 2,805 | 835 | 3,488 | 486 | 508 | (23 | ) | 128,672 |
Weighted-Average Amortization Period (in Years) | ||||
Intangible Assets and Liabilities | 2018 | 2017 | ||
Leasehold interest – land | 0.0 | 6.9 | ||
In-place leases | 5.9 | 6.3 | ||
Leasing costs | 6.9 | 8.8 | ||
Above-market lease values and lease incentives | 0.0 | 5.4 | ||
Below-market lease values and other deferred revenues | 1.1 | 4.7 | ||
All intangible assets and liabilities | 6.0 | 7.0 |
PRIOR LEASES(1) | NEW LEASES(2) | ||||||||||||||
Farm Locations | Number of Leases | Total Farm Acres | Total Annualized Straight-line Rent(3) | # of Leases with Participation Rents | Lease Structures (# of NNN / NN) | Total Annualized Straight-line Rent(3) | Wtd. Avg. Term (Years) | # of Leases with Participation Rents | Lease Structures (# of NNN / NN) | ||||||
AZ, CA, FL, & MI | 9 | 3,659 | $ | 1,742 | 1 | 4 / 5 | $ | 2,001 | 5.3 | 4 | 7 / 2 |
(1) | Includes the farm previously leased to Land Advisers, during which time no rental income was recognized. |
(2) | In connection with certain of these leases, we committed to provide aggregate capital of up to $600,000 for certain irrigation and other improvements on these farms, all of which was expended or accrued for as of December 31, 2018. |
(3) | Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. |
Period | Tenant Rental Payments | |||||
For the fiscal years ending December 31: | 2019 | $ | 30,290 | |||
2020 | 26,917 | |||||
2021 | 20,980 | |||||
2022 | 19,775 | |||||
2023 | 19,413 | |||||
Thereafter | 59,934 | |||||
$ | 177,309 |
As of and For the Year Ended December 31, 2018 | As of and For the Year Ended December 31, 2017 | |||||||||||||||||||||||
State | Number of Farms | Total Acres | % of Total Acres | Rental Revenue | % of Total Rental Revenue | Number of Farms | Total Acres | % of Total Acres | Rental Revenue | % of Total Rental Revenue | ||||||||||||||
California(1) | 33 | 10,147 | 13.8% | $ | 13,637 | 46.5% | 28 | 8,080 | 12.8% | $ | 12,006 | 47.8% | ||||||||||||
Florida | 22 | 17,184 | 23.5% | 8,132 | 27.7% | 16 | 11,006 | 17.5% | 6,585 | 26.2% | ||||||||||||||
Colorado | 10 | 31,448 | 42.9% | 2,743 | 9.4% | 10 | 31,450 | 49.9% | 2,704 | 10.8% | ||||||||||||||
Arizona | 6 | 6,280 | 8.6% | 2,041 | 7.0% | 6 | 6,280 | 10.0% | 1,572 | 6.3% | ||||||||||||||
Oregon | 3 | 418 | 0.6% | 893 | 3.0% | 4 | 2,313 | 3.7% | 1,189 | 4.7% | ||||||||||||||
Washington | 1 | 746 | 1.1% | 718 | 2.4% | 1 | 746 | 1.1% | 152 | 0.6% | ||||||||||||||
Nebraska | 2 | 2,559 | 3.5% | 580 | 2.0% | 2 | 2,559 | 4.1% | 580 | 2.3% | ||||||||||||||
Michigan | 5 | 446 | 0.6% | 370 | 1.3% | 4 | 270 | 0.4% | 249 | 1.0% | ||||||||||||||
North Carolina | 2 | 310 | 0.4% | 148 | 0.5% | 2 | 310 | 0.5% | 74 | 0.3% | ||||||||||||||
Texas | 1 | 3,667 | 5.0% | 60 | 0.2% | — | — | —% | — | —% | ||||||||||||||
85 | 73,205 | 100.0% | $ | 29,322 | 100.0% | 73 | 63,014 | 100.0% | $ | 25,111 | 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 four of these growing regions. |
Carrying Value as of | As of December 31, 2018 | |||||||||||
December 31, 2018 | December 31, 2017 | Stated Interest Rates(1) (Range; Wtd Avg) | Maturity Dates (Range; Wtd Avg) | |||||||||
Notes and bonds payable: | ||||||||||||
Fixed-rate notes payable | $ | 247,249 | $ | 208,469 | 3.16%–5.70%; 3.96% | 6/1/2020–12/1/2043; December 2031 | ||||||
Fixed-rate bonds payable | 90,877 | 84,519 | 2.80%–4.57%; 3.55% | 12/11/2019–9/13/2028; November 2022 | ||||||||
Total notes and bonds payable | 338,126 | 292,988 | ||||||||||
Debt issuance costs – notes and bonds payable | (2,338 | ) | (1,986 | ) | N/A | N/A | ||||||
Notes and bonds payable, net | $ | 335,788 | $ | 291,002 | ||||||||
Variable-rate revolving lines of credit | $ | 100 | $ | 10,000 | 4.66% | 4/5/2024 | ||||||
Total borrowings, net | $ | 335,888 | $ | 301,002 |
(1) | Where applicable, stated interest rates are before interest patronage (as described below). |
Issuance | Aggregate Commitment | Maturity Dates | Principal Outstanding | Interest Rate Terms | Undrawn Commitment | ||||||||||||
MetLife Term Notes | $ | 200,000 | (1) | 1/5/2029 | $ | 126,658 | 3.30%, fixed through 1/4/2027 | (2) | $ | 63,530 | (3) | ||||||
MetLife Lines of Credit | 75,000 | 4/5/2024 | 100 | 3-month LIBOR + 2.25% | (4) | 74,900 | (3) | ||||||||||
Total principal outstanding | $ | 126,758 |
(1) | If the aggregate commitment under this facility is not fully utilized by December 31, 2019, MetLife has the option to be relieved of its obligations to disburse the additional funds under the MetLife Term Notes. |
(2) | Represents the blended interest rate as of December 31, 2018. Interest rates for subsequent disbursements will be based on then-prevailing market rates. The interest rate on all then-outstanding disbursements will be subject to adjustment on January 5, 2027. Through December 31, 2019, the MetLife Term Notes are also subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the notes). |
(3) | Based on the properties that were pledged as collateral under the MetLife Facility, as of December 31, 2018, the maximum additional amount we could draw under the facility was approximately $18.1 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). The interest rate spread will be subject to adjustment on October 5, 2019. As of December 31, 2018, the interest rate on the MetLife Lines of Credit was 4.66%. |
Date of Issuance | Amount | Maturity Date | Principal Amortization | Interest Rate Terms | ||||
5/31/2017 | $14,765 | 2/14/2022 & 2/14/2025 | 28.6 years | 3.55% & 3.85%, fixed throughout their respective terms |
Issuer | Date of Issuance | Amount(1) | Maturity Date | Principal Amortization | Stated Interest Rate Terms(2) | |||||||
Farm Credit West | 4/11/2018 | $ | 1,473 | 5/1/2038 | 20.5 years | 4.99%, fixed through April 30, 2023 (variable thereafter) | ||||||
Farm Credit FL | 7/12/2018 | 16,850 | 8/1/2043 | 25.0 years | 5.38%, fixed through July 31, 2025 (variable thereafter) | |||||||
Farm Credit FL | 7/17/2018 | 5,560 | 8/1/2043 | 25.0 years | 5.38%, fixed through July 31, 2025 (variable thereafter) | |||||||
SWGA Farm Credit | 9/6/2018 | 1,560 | 10/1/2043 | 25.0 years | 5.06%, fixed through October 1, 2023 (variable thereafter) | |||||||
Farm Credit West | 11/1/2018 | 13,800 | 11/1/2043 | 25.0 years | 5.61%, fixed through October 31, 2028 (variable thereafter) | |||||||
Plains Land Bank | 11/20/2018 | 5,280 | 12/1/2043 | 25.0 years | 5.40%, fixed through November 30, 2023 (variable thereafter) |
(1) | Proceeds from these notes were used to fund new acquisitions, to repay existing indebtedness, and for other general corporate purposes. |
(2) | Stated interest rate is before interest patronage, as discussed below. |
Issuer | # of Loans Outstanding | Dates of Issuance | Maturity Dates | Principal Outstanding | Stated Interest Rate(1) | ||||||||
Farm Credit CFL | 7 | 9/19/2014 – 7/13/2017 | 6/1/2020 – 10/1/2040 | $ | 23,884 | 4.29% | (2) | ||||||
Farm Credit West | 6 | 4/4/2016 – 11/1/2018 | 5/1/2037 – 11/1/2043 | 38,741 | 4.62% | (3) | |||||||
CF Farm Credit | 1 | 6/14/2017 | 7/1/2022 | 1,270 | 4.41% | (4) | |||||||
Farm Credit FL | 3 | 8/9/2017 – 7/17/2018 | 3/1/2037 – 8/1/2043 | 28,042 | 5.24% | (5) | |||||||
NW Farm Credit | 1 | 9/8/2017 | 9/1/2024 | 5,236 | 4.41% | (6) | |||||||
SWGA Farm Credit | 1 | 9/6/2018 | 10/1/2043 | 1,560 | 5.06% | (7) | |||||||
Plains Land Bank | 1 | 11/20/2018 | 12/1/2043 | 5,280 | 5.40% | (7) | |||||||
Total | 20 | $ | 104,013 |
(1) | Where applicable, represents the weighted-average, blended rate (before interest patronage, as discussed below) on the respective borrowings as of December 31, 2018. |
(2) | During the year ended December 31, 2018, we received interest patronage of approximately $142,000 related to interest accrued on loans from Farm Credit CFL during the year ended December 31, 2017, which resulted in a 15.1% reduction (approximately 58 basis points) to the stated interest rates on such borrowings. During the year ended December 31, 2017, we received interest patronage related to loans from Farm Credit CFL of approximately $124,000. |
(3) | During the year ended December 31, 2018, we received interest patronage of approximately $126,000 related to interest accrued on loans from Farm Credit West during the year ended December 31, 2017, which resulted in a 19.7% reduction (approximately 75 basis points) to the stated interest rates on such borrowings. During the year ended December 31, 2017, we received interest patronage related to loans from Farm Credit West of approximately $59,000. |
(4) | During the year ended December 31, 2018, we received interest patronage of approximately $11,000 related to interest accrued on loans from CF Farm Credit during the year ended December 31, 2017, which resulted in a 36.6% reduction (approximately 161 basis points) to the stated interest rates on such borrowings. In addition, during the year ended December 31, 2018, we received interest patronage of approximately $14,000 from CF Farm Credit, which was an early payment of a portion of the estimated patronage to be paid out during 2019 related to interest accrued on loans from CF Farm Credit during the year ended December 31, 2018. We did not receive any interest patronage related to loans from CF Farm Credit prior to 2018. |
(5) | During the year ended December 31, 2018, we received interest patronage of approximately $27,000 related to interest accrued on loans from Farm Credit FL during the year ended December 31, 2017, which resulted in a 24.6% reduction (approximately 115 basis points) to the stated interest rates on such borrowings. We did not receive any interest patronage related to loans from Farm Credit FL prior to 2018. |
(6) | In February 2018, we received interest patronage of approximately $17,000 related to interest accrued on loans from NW Farm Credit during the year ended December 31, 2017, which resulted in a 22.7% reduction (approximately 100 basis points) to the stated interest rates on such borrowings. We did not receive any patronage related to loans from NW Farm Credit prior to 2018. |
(7) | To date, no interest patronage has been received or recorded for these loans, as they were not outstanding during 2017. |
Dates of Issuance | Gross Proceeds | Maturity Dates | Principal Amortization | Interest Rate Terms | ||||||
3/13/2018 | $ | 1,260 | (1) | 3/13/2028 | None | 4.47%, fixed throughout its term | ||||
7/30/2018 | 10,356 | (2) | 7/24/2025 | None | 4.45%, fixed throughout its term | |||||
8/17/2018 | 7,050 | (2) | 8/17/2021 | None | 4.06%, fixed throughout its term | |||||
9/13/2018 | 4,110 | 9/13/2028 | 96.9 years | 4.57%, fixed throughout its term |
(1) | Except as noted, proceeds from these bonds were used to repay existing indebtedness and for the acquisitions of new farms. |
(2) | Proceeds from the issuance of these bonds were used to repay three bonds totaling approximately $16.0 million that matured during the year ended December 31, 2018. The additional proceeds received of approximately $1.4 million were a result of appreciation in the value of the underlying collateral since the time of the original bond issuances and were used for general corporate purposes. |
Dates of Issuance | Initial Commitment | Maturity Dates | Principal Outstanding | Stated Interest Rate(1) | Undrawn Commitment | ||||||||||||
12/11/2014–9/13/2018 | $ | 125,000 | (2) | 12/11/2019 – 9/13/2028 | $ | 90,877 | 3.55% | $ | 16,342 | (2) |
(1) | Represents the weighted-average interest rate as of December 31, 2018. |
(2) | As of December 31, 2018, the period during which we were able to issue bonds under the facility had expired, and Farmer Mac had no obligation to purchase additional bonds under the facility. |
Date of Issuance | Maturity Date | Principal Outstanding | Principal Amortization | Stated Interest Rate | Interest Rate Terms | |||||
10/13/2017 | 10/1/2022 | $518 | 25.0 years | 4.59% | Fixed throughout its term |
Date of Issuance | Maturity Date | Principal Outstanding | Principal Amortization | Stated Interest Rate | Interest Rate Terms | |||||
12/3/2018(1) | 11/27/2025 | $1,295 | 7.0 years | 5.70% | Fixed throughout its term |
(1) | This loan was issued in two separate disbursements: approximately $688,000 was disbursed on December 3, 2018, and approximately $607,000 was disbursed on December 20, 2018. |
For the Fiscal Years Ending December 31, | Scheduled Principal Payments | |||
2019 | $ | 12,374 | ||
2020 | 28,151 | |||
2021 | 16,174 | |||
2022 | 38,612 | |||
2023 | 32,385 | |||
Thereafter | 210,429 | |||
$ | 338,126 |
• | Level 1 — inputs that are based upon quoted prices (unadjusted) for identical assets or liabilities in active markets; |
• | Level 2 — inputs are based upon quoted prices for similar assets or liabilities in active or inactive markets or model-based valuation techniques, for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and |
• | Level 3 — inputs are generally unobservable and significant to the fair value measurement. These unobservable inputs are generally supported by little or no market activity and are based upon management’s estimates of assumptions that market participants would use in pricing the asset or liability. |
For the Years Ended December 31, | ||||||||
2018 | 2017 | |||||||
Base management fee(1)(2) | $ | 2,837 | (3) | $ | 2,041 | (4) | ||
Incentive fee(1)(2) | — | 688 | ||||||
Capital gains fee(1)(2) | 628 | — | ||||||
Credits from non-contractual, unconditional, and irrevocable waiver granted by Adviser’s board of directors(2) | (1,014 | ) | (54 | ) | ||||
Total fees to our Adviser, net | $ | 2,451 | $ | 2,675 | ||||
Administration fee(1)(2)(5) | $ | 1,275 | $ | 914 | ||||
Selling Commissions and Dealer-Manager Fees(1)(6) | $ | 2,324 | $ | — | ||||
Financing fees(1)(7) | 83 | 36 | ||||||
Total fees to Gladstone Securities | $ | 2,407 | $ | 36 |
(1) | Pursuant to the agreements with the respective related-party entities, as discussed above. |
(2) | Reflected as a line item on our accompanying Consolidated Statements of Operations. |
(3) | Includes the allocation of approximately $176,000 of the total accumulated costs incurred by our Adviser as a result of the crops harvested and sold on the farm operated by Land Advisers during the year ended December 31, 2018, as further described above under “TRS Expense Sharing Agreement.” Excludes an additional $31,000 of accumulated costs incurred by our Adviser during the year ended December 31, 2018, pursuant to the TRS Expense Sharing Agreement. Such costs were allocated to crop inventory that was written down to zero during the year ended December 31, 2018, and are included within Loss on write-down of inventory on the accompanying Consolidated Statements of Operations (as discussed in more detail under “TRS Fee Arrangements—TRS Expense Sharing Agreement” above). |
(4) | Excludes the allocation of approximately $71,000 of the total accumulated costs incurred by our Adviser pursuant to the TRS Expense Sharing Agreement as a result of the crops harvested and sold on the farm operated by Land Advisers during the year ended December 31, 2017. Such amount was deferred and included within Crop inventory on the accompanying Consolidated Balance Sheet as of December 31, 2017. |
(5) | Includes the portion of administration fee that was allocated to Land Advisers (approximately $57,000 and $22,000 for each of the years ended December 31, 2018 and 2017, respectively), as further described above under “TRS Administration Fee Allocation.” |
(6) | Included within Additional paid-in capital on the accompanying Consolidated Balance Sheet. Gladstone Securities remitted approximately $2.2 million of these fees to unrelated third-parties involved in the offering (including participating broker-dealers and wholesalers) during the year ended December 31, 2018. |
(7) | Included within Notes and bonds payable, net on the Consolidated Balance Sheets and amortized into Interest expense on the Consolidated Statements of Operations. Financing fees paid to Gladstone Securities represented approximately 0.11% and 0.13% of the total financings secured during the years ended December 31, 2018 and 2017, respectively. |
December 31, 2018 | December 31, 2017 | |||||||
Due from Gladstone Securities(1) | $ | 20 | $ | — | ||||
Base management fee | $ | 736 | $ | 666 | ||||
Capital gains fee(2) | (150 | ) | — | |||||
Credits to fees(3) | (44 | ) | — | |||||
Other(4) | 63 | 16 | ||||||
Total due to Adviser | 605 | 682 | ||||||
Administration fee(5) | 340 | 258 | ||||||
Total due to Administrator | 340 | 258 | ||||||
Total due to related parties(6) | $ | 945 | $ | 940 |
(1) | Amounts due from Gladstone Securities represent costs for certain sales, promotional, or marketing services related to the offering of the Series B Preferred Stock paid for by us on behalf of Gladstone Securities. Such amounts are included within Other assets, net on our accompanying Consolidated Balance Sheet. |
(2) | The credit to the capital gains fee during the three months ended December 31, 2018, was a result of capital losses recorded in connection with dispositions of certain real estate assets during the three months ended December 31, 2018, which resulted in a reduction of the capital gains fee accrued for as of September 30, 2018. |
(3) | The credit received from our Adviser during the three months ended December 31, 2018, was granted as a non-contractual, unconditional, and irrevocable waiver to be applied as a credit against the portion of the base management fee attributable to our Series B Preferred Stock, which is included within Total Adjusted Equity (each as defined in Note 7, “Equity”). |
(4) | Other fees due to or from related parties primarily relate to miscellaneous general and administrative expenses either paid by our Adviser or Administrator on our behalf or by us on our Adviser’s or Administrator’s behalf. The balance owed to our Adviser as of December 31, 2018, includes premium payments for certain insurance policies made by our Adviser on our behalf. |
(5) | Includes approximately $9,000 and $22,000 owed by Land Advisers to our Administrator as of each of December 31, 2018 and 2017, respectively, in accordance with the TRS Administration Fee Allocation, as discussed above. |
(6) | Reflected as a line item on our accompanying Consolidated Balance Sheets. |
Period | OP Units Tendered for Redemption | Shares of Common Stock Issued | OP Units Redeemed with Cash | Aggregate Cash Payment | Aggregate Cash Paid per OP Unit | |||||||||
Year Ended December 31, 2018 | 437,226 | 397,811 | 39,415 | $ | 521 | $ | 13.21 | |||||||
Year Ended December 31, 2017 | 441,153 | 246,875 | 194,278 | 2,569 | $ | 13.22 |
For the Years Ended December 31, | |||||||||
Issuance | 2018 | 2017 | |||||||
Series A Term Preferred Stock(1) | $ | 1.59375 | $ | 1.59375 | |||||
Series B Preferred Stock | 0.875 | — | |||||||
Common Stock(2) | 0.5319 | 0.5238 |
(1) | Treated similar to interest expense on the accompanying Consolidated Statements of Operations. |
(2) | The same amounts were paid as distributions on each OP Unit held by non-controlling limited partners of the Operating Partnership. |
Ordinary Income | Return of Capital | Long-term Capital Gain | |||||||
For the Year Ended December 31, 2018: | |||||||||
Series A Term Preferred Stock | 96.85143 | % | 3.14857 | % | — | % | |||
Series B Preferred Stock | 96.85143 | % | 3.14857 | % | — | % | |||
Common Stock | — | % | 100.00000 | % | — | % | |||
For the Year Ended December 31, 2017: | |||||||||
Series A Term Preferred Stock | 82.32594 | % | — | % | 17.67406 | % | |||
Common Stock | 26.84290 | % | 67.39436 | % | 5.76274 | % |
For the Years Ended December 31, | Estimated Minimum Lease Payments Due(1) | |||
2019 | $ | 47 | ||
2020 | 47 | |||
2021 | 47 | |||
2022 | 30 | |||
2023 | 30 | |||
Thereafter | 31 | |||
$ | 232 |
(1) | Annual lease payments are set at the beginning of each year to then-current market rates (as determined by the State of Arizona). The amounts shown above represent estimated amounts based on the lease rates currently in place . |
2018 | 2017 | |||||||
(Dollars in thousands, except per-share amounts) | ||||||||
Net income (loss) attributable to the Company | $ | 2,250 | $ | (31 | ) | |||
Weighted average shares of common stock outstanding – basic and diluted | 15,503,341 | 12,055,791 | ||||||
Earnings (loss) per common share – basic and diluted | $ | 0.15 | $ | — |
Fiscal Year 2018: | Quarter Ended | |||||||||||||||
March 31, 2018 | June 30, 2018 | September 30, 2018 | December 31, 2018 | |||||||||||||
Operating revenues | $ | 9,245 | $ | 11,394 | $ | 8,017 | $ | 8,031 | ||||||||
Operating expenses | (6,459 | ) | (8,922 | ) | (4,672 | ) | (4,522 | ) | ||||||||
Other (expenses) income | (3,104 | ) | (4,324 | ) | 2,675 | (4,593 | ) | |||||||||
Net (loss) income | (318 | ) | (1,852 | ) | 6,020 | (1,084 | ) | |||||||||
Net loss (income) attributable to non-controlling interests | 21 | 110 | (337 | ) | 69 | |||||||||||
Net (loss) income attributable to the Company | (297 | ) | (1,742 | ) | 5,683 | (1,015 | ) | |||||||||
Dividends declared on Series B cumulative redeemable preferred stock | — | (3 | ) | (90 | ) | (286 | ) | |||||||||
Net (loss) income attributable to common stockholders | $ | (297 | ) | $ | (1,745 | ) | $ | 5,593 | $ | (1,301 | ) | |||||
Earnings (loss) per common share – basic and diluted | $ | (0.02 | ) | $ | (0.11 | ) | $ | 0.35 | $ | (0.07 | ) | |||||
Weighted average shares of common stock outstanding – basic and diluted | 13,957,732 | 15,506,512 | 16,057,957 | 16,457,600 | ||||||||||||
Fiscal Year 2017: | Quarter Ended | |||||||||||||||
March 31, 2017 | June 30, 2017 | September 30, 2017 | December 31, 2017 | |||||||||||||
Operating revenues | $ | 5,750 | $ | 5,996 | $ | 6,564 | $ | 6,812 | ||||||||
Operating expenses | (3,146 | ) | (3,090 | ) | (3,645 | ) | (3,865 | ) | ||||||||
Other expenses | (2,431 | ) | (2,651 | ) | (3,166 | ) | (3,162 | ) | ||||||||
Net income (loss) | 173 | 255 | (247 | ) | (215 | ) | ||||||||||
Net (income) loss attributable to non-controlling interests | (21 | ) | (28 | ) | 26 | 26 | ||||||||||
Net income (loss) attributable to the Company | $ | 152 | $ | 227 | $ | (221 | ) | $ | (189 | ) | ||||||
Earnings (loss) per common share – basic and diluted | $ | 0.01 | $ | 0.02 | $ | (0.02 | ) | $ | (0.01 | ) | ||||||
Weighted average shares of common stock outstanding – basic and diluted | 10,395,736 | 11,850,624 | 12,271,925 | 13,666,560 |
PRIOR LEASES(1) | NEW LEASES(2) | ||||||||||||||
Farm Locations | Number of Leases | Total Farm Acres | Total Annualized Straight-line Rent(3) | # of Leases with Participation Rents | Lease Structures (# of NNN / NN) | Total Annualized Straight-line Rent(3) | Wtd. Avg. Term (Years) | # of Leases with Participation Rents | Lease Structures (# of NNN / NN) | ||||||
AZ, CA, FL, MI, & NE | 8 | 3,707 | $ | 1,025 | 1 | 6 / 2 | $ | 856 | 1.4 | 3 | 5 / 3 |
(1) | Includes a farm that was previously vacant. |
(2) | In connection with certain of these leases, we committed to provide aggregate capital of up to $420,000 for certain improvements on these farms. |
(3) | Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. |
Issuance | Record Date | Payment Date | Distribution per Share | |||||
Series A Term Preferred Stock: | January 18, 2019 | January 31, 2019 | $ | 0.1328125 | ||||
February 20, 2019 | February 28, 2019 | 0.1328125 | ||||||
March 20, 2019 | March 29, 2019 | 0.1328125 | ||||||
Total Series A Term Preferred Stock Distributions: | $ | 0.3984375 | ||||||
Series B Preferred Stock: | January 23, 2019 | February 1, 2019 | $ | 0.125 | ||||
February 26, 2019 | March 7, 2019 | 0.125 | ||||||
March 26, 2019 | April 4, 2019 | 0.125 | ||||||
Total Series B Preferred Stock Distributions: | $ | 0.375 | ||||||
Common Stock: | January 18, 2019 | January 31, 2019 | $ | 0.04445 | ||||
February 20, 2019 | February 28, 2019 | 0.04445 | ||||||
March 20, 2019 | March 29, 2019 | 0.04445 | ||||||
Total Common Stock Distributions: | $ | 0.13335 |
Initial Cost | Subsequent Capitalized Additions | Total Cost | ||||||||||||||||||||||||||||||||||||||||||||||||
Location and Description of Property | Date Acquired | Encumbrances | Land and Land Improvements | Buildings & Improvements | Horticulture | Land Improvements | Buildings & Improvements | Horticulture | Land and Land Improvements | Buildings & Improvements | Horticulture | Total(1) | Accumulated Depreciation(2) | |||||||||||||||||||||||||||||||||||||
Santa Cruz County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 6/16/1997 | 7,157 | 4,350 | — | — | — | 579 | — | 4,350 | 579 | — | 4,929 | (262 | ) | ||||||||||||||||||||||||||||||||||||
Ventura County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 9/15/1998 | 27,890 | 9,895 | 5,256 | — | — | 293 | — | 9,895 | 5,549 | — | 15,444 | (3,856 | ) | ||||||||||||||||||||||||||||||||||||
Santa Cruz County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 1/3/2011 | 6,241 | 8,328 | — | — | 444 | 527 | — | 8,772 | 527 | — | 9,299 | (113 | ) | ||||||||||||||||||||||||||||||||||||
Hillsborough County, Florida: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 9/12/2012 | 2,775 | 2,199 | 1,657 | — | 14 | 1,255 | — | 2,213 | 2,912 | — | 5,125 | (863 | ) | ||||||||||||||||||||||||||||||||||||
Marion County, Oregon: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 5/31/2013 | 1,765 | 2,494 | 703 | — | 1 | 596 | — | 2,495 | 1,299 | — | 3,794 | (355 | ) | ||||||||||||||||||||||||||||||||||||
Monterey County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 10/21/2013 | 4,473 | 7,187 | 164 | — | 180 | 3,051 | — | 7,367 | 3,215 | — | 10,582 | (401 | ) | ||||||||||||||||||||||||||||||||||||
Ventura County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 12/27/2013 | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Cochise County, Arizona: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 12/27/2013 | 4,384 | 6,168 | 572 | — | 8 | 1,765 | — | 6,176 | 2,337 | — | 8,513 | (948 | ) | ||||||||||||||||||||||||||||||||||||
Santa Cruz County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Building & Improvements | 6/13/2014 | 3,644 | 5,576 | 207 | — | — | — | — | 5,576 | 207 | — | 5,783 | (207 | ) | ||||||||||||||||||||||||||||||||||||
Ventura County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 7/23/2014 | 3,647 | 6,219 | 505 | — | — | 84 | — | 6,219 | 589 | — | 6,808 | (153 | ) | ||||||||||||||||||||||||||||||||||||
Kern County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 7/25/2014 | 4,069 | 5,841 | 67 | — | — | 993 | — | 5,841 | 1,060 | — | 6,901 | (246 | ) | ||||||||||||||||||||||||||||||||||||
Manatee County, Florida: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 9/29/2014 | 9,698 | 8,466 | 5,426 | — | — | 667 | — | 8,466 | 6,093 | — | 14,559 | (2,214 | ) | ||||||||||||||||||||||||||||||||||||
Ventura County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 10/29/2014 | 14,208 | 23,673 | 350 | — | — | 2,195 | — | 23,673 | 2,545 | — | 26,218 | (225 | ) | ||||||||||||||||||||||||||||||||||||
Ventura County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 11/4/2014 | 3,675 | 5,860 | 92 | — | — | 2 | — | 5,860 | 94 | — | 5,954 | (39 | ) | ||||||||||||||||||||||||||||||||||||
Monterey County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 1/5/2015 | 10,178 | 15,852 | 582 | — | (156 | ) | 1,501 | — | 15,696 | 2,083 | — | 17,779 | (485 | ) | |||||||||||||||||||||||||||||||||||
Manatee County, Florida: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 3/10/2015 | 4,041 | 2,403 | 1,871 | — | — | — | — | 2,403 | 1,871 | — | 4,274 | (652 | ) | ||||||||||||||||||||||||||||||||||||
Hendry County, Florida | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 6/25/2015 | 10,356 | 14,411 | 789 | — | — | — | — | 14,411 | 789 | — | 15,200 | (432 | ) | ||||||||||||||||||||||||||||||||||||
Holt County, Nebraska | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 8/20/2015 | 3,516 | 4,690 | 786 | — | — | — | — | 4,690 | 786 | — | 5,476 | (220 | ) | ||||||||||||||||||||||||||||||||||||
Rock County, Nebraska | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 8/20/2015 | 3,534 | 4,862 | 613 | — | — | — | — | 4,862 | 613 | — | 5,475 | (268 | ) | ||||||||||||||||||||||||||||||||||||
Kern County, California: |
Land & Improvements | 9/3/2015 | 14,208 | 18,893 | 497 | — | 688 | 5,935 | 1,418 | 19,581 | 6,432 | 1,418 | 27,431 | (1,064 | ) | ||||||||||||||||||||||||||||||||||||
Hendry County, Florida: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 11/2/2015 | 1,985 | 3,244 | 739 | — | 2 | — | — | 3,246 | 739 | — | 3,985 | (359 | ) | ||||||||||||||||||||||||||||||||||||
Cochise County, Arizona: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 12/23/2015 | 3,210 | 4,234 | 1,502 | — | 5 | 1,344 | — | 4,239 | 2,846 | — | 7,085 | (416 | ) | ||||||||||||||||||||||||||||||||||||
Saguache County, Colorado: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 3/3/2016 | 15,689 | 16,756 | 8,348 | — | — | 747 | — | 16,756 | 9,095 | — | 25,851 | (2,912 | ) | ||||||||||||||||||||||||||||||||||||
Fresno County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Improvements & Horticulture | 4/5/2016 | 8,657 | 3,623 | 1,228 | 11,455 | — | 192 | — | 3,623 | 1,420 | 11,455 | 16,498 | (1,340 | ) | ||||||||||||||||||||||||||||||||||||
Saint Lucie County, Florida: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings & Improvements | 7/1/2016 | 2,914 | 4,165 | 971 | — | — | — | — | 4,165 | 971 | — | 5,136 | (243 | ) | ||||||||||||||||||||||||||||||||||||
Baca County, Colorado: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Buildings | 9/1/2016 | 3,157 | 6,167 | 214 | — | — | — | — | 6,167 | 214 | — | 6,381 | (33 | ) | ||||||||||||||||||||||||||||||||||||
Stanislaus County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 9/14/2016 | 7,525 | 14,114 | 45 | — | — | 463 | — | 14,114 | 508 | — | 14,622 | (32 | ) | ||||||||||||||||||||||||||||||||||||
Merced County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 9/14/2016 | 6,946 | 12,845 | 504 | — | — | 190 | — | 12,845 | 694 | — | 13,539 | (52 | ) | ||||||||||||||||||||||||||||||||||||
Fresno County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Improvements & Horticulture | 10/13/2016 | 3,708 | 2,937 | 139 | 3,452 | — | — | — | 2,937 | 139 | 3,452 | 6,528 | (403 | ) | ||||||||||||||||||||||||||||||||||||
Baca County, Colorado: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 12/28/2016 | 6,104 | 11,430 | 278 | — | — | — | — | 11,430 | 278 | — | 11,708 | (111 | ) | ||||||||||||||||||||||||||||||||||||
Martin County, Florida: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 1/12/2017 | 32,400 | 52,443 | 1,627 | — | — | — | — | 52,443 | 1,627 | — | 54,070 | (128 | ) | ||||||||||||||||||||||||||||||||||||
Yuma County, Arizona: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 6/1/2017 | 14,765 | 12,390 | 12,191 | — | — | 12,928 | — | 12,390 | 25,119 | — | 37,509 | (1,132 | ) | ||||||||||||||||||||||||||||||||||||
Bladen County, North Carolina: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Improvements & Horticulture | 7/17/2017 | 7,680 | 5,048 | 777 | 7,818 | 2 | 13 | — | 5,050 | 790 | 7,818 | 13,658 | (631 | ) | ||||||||||||||||||||||||||||||||||||
Okeechobee County, Florida: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 8/9/2017 | 5,632 | 9,111 | 953 | — | 985 | 956 | — | 10,096 | 1,909 | — | 12,005 | (103 | ) | ||||||||||||||||||||||||||||||||||||
Santa Barbara County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Improvements & Horticulture | 8/9/2017 | 3,225 | 4,559 | 577 | 397 | (50 | ) | 904 | 602 | 4,509 | 1,481 | 999 | 6,989 | (157 | ) | |||||||||||||||||||||||||||||||||||
Walla Walla County, Washington: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Improvements & Horticulture | 9/8/2017 | 5,236 | 5,286 | 401 | 3,739 | — | — | — | 5,286 | 401 | 3,739 | 9,426 | (677 | ) | ||||||||||||||||||||||||||||||||||||
Baca County, Colorado: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Improvements & Horticulture | 12/15/2017 | 3,444 | 2,016 | 324 | 3,626 | (1 | ) | — | (3 | ) | 2,015 | 324 | 3,623 | 5,962 | (374 | ) | ||||||||||||||||||||||||||||||||||
Kern County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 1/31/2018 | 1,451 | 2,733 | 249 | — | (4 | ) | — | — | 2,728 | 249 | — | 2,977 | (23 | ) | |||||||||||||||||||||||||||||||||||
Collier & Hendry, Florida: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 7/12/2018 | 22,410 | 36,223 | 344 | — | — | — | — | 36,223 | 344 | — | 36,567 | (23 | ) | ||||||||||||||||||||||||||||||||||||
Kings County, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements & Horticulture | 9/13/2019 | 4,110 | 3,264 | 284 | 3,349 | — | — | — | 3,264 | 284 | 3,349 | 6,897 | (5 | ) | ||||||||||||||||||||||||||||||||||||
Madera, California: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements & Horticulture | 11/1/2018 | 13,800 | 12,305 | 1,718 | 9,015 | — | — | — | 12,305 | 1,718 | 9,015 | 23,038 | (56 | ) | ||||||||||||||||||||||||||||||||||||
Hartley County, Texas | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land & Improvements | 11/20/2018 | 5,280 | 7,320 | 1,054 | — | — | — | — | 7,320 | 1,054 | — | 8,374 | (8 | ) | ||||||||||||||||||||||||||||||||||||
Merced County, California | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land | 12/6/2018 | 4,305 | 8,210 | — | — | — | — | — | 8,210 | — | — | 8,210 | — |
Miscellaneous Investments | ||||||||||||||||||||||||||||||||||||||||||||||||||
Land, Buildings, Improvements & Horticulture | N/A | 15,134 | 17,393 | 4,104 | 3,338 | 9 | 912 | 688 | 17,402 | 5,016 | 4,026 | 26,445 | (1,830 | ) | ||||||||||||||||||||||||||||||||||||
$ | 338,226 | $ | 415,183 | $ | 58,708 | $ | 46,189 | $ | 2,127 | $ | 38,092 | $ | 2,705 | $ | 417,310 | $ | 96,800 | $ | 48,894 | $ | 563,004 | $ | (24,051 | ) |
(1) | The aggregate cost for land, buildings, improvements and horticulture for federal income tax purposes is approximately $564.1 million. |
(2) | The Company computes depreciation using the straight-line method over the shorter of the estimated useful life or 39 years for buildings and improvements, the shorter of the estimated useful life or 40 years for horticulture, 5 to 10 years for equipment and fixtures and the shorter of the useful life or the remaining lease term for tenant improvements. |
2018 | 2017 | ||||||||
Balance, beginning of period | $ | 466,143 | $ | 337,377 | |||||
Additions: | |||||||||
Acquisitions during the period | 90,671 | 129,226 | |||||||
Improvements | 21,811 | 3,945 | |||||||
Deductions: | |||||||||
Dispositions during period | (15,621 | ) | (4,405 | ) | |||||
Balance, end of period | $ | 563,004 | $ | 466,143 |
2018 | 2017 | ||||||||
Balance, beginning of period | $ | 16,657 | $ | 11,066 | |||||
Additions during period | 8,230 | 6,180 | |||||||
Dispositions during period | (836 | ) | (589 | ) | |||||
Balance, end of period | $ | 24,051 | $ | 16,657 |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. | CONTROLS AND PROCEDURES |
ITEM 9B. | OTHER INFORMATION |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ITEM 11. | EXECUTIVE COMPENSATION |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Exhibit Number | Exhibit Description | |
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
3.5 | ||
4.1 | ||
4.2 | ||
4.3 | ||
4.4 | ||
10.1 | ||
10.2 |
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7 | ||
10.8 | ||
10.9 | ||
10.10 | ||
10.11 | ||
10.12 | ||
10.13 | ||
10.14 | ||
10.15 | ||
10.16 | ||
10.17 | ||
10.18 | ||
10.19 |
10.20 | ||
10.21 | ||
10.22 | ||
10.23 | ||
10.24 | ||
10.25 | ||
10.26 | ||
10.27 | ||
10.28 | ||
21 | ||
23 | ||
31.1 | ||
31.2 | ||
32.1 | ||
32.2 | ||
101.INS*** | XBRL Instance Document | |
101.SCH*** | XBRL Taxonomy Extension Schema Document | |
101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB*** | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE*** | XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF*** | XBRL Definition Linkbase |
*** | Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets as of December 31, 2018, and December 31, 2017, (ii) the Consolidated Statements of Operations for the years ended December 31, 2018 and 2017, (iii) the Consolidated Statements of Equity for the years ended December 31, 2018 and 2017, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017, and (v) the Notes to the Consolidated Financial Statements. |
ITEM 16. | FORM 10-K SUMMARY |
Gladstone Land Corporation | |||
Date: February 26, 2019 | By: | /s/ Lewis Parrish | |
Lewis Parrish | |||
Chief Financial Officer | |||
Date: February 26, 2019 | By: | /s/ David Gladstone | |
David Gladstone | |||
Chief Executive Officer and | |||
Chairman of the Board of Directors |
Date: February 26, 2019 | By: | /s/ David Gladstone | |
David Gladstone | |||
Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) | |||
Date: February 26, 2019 | By: | /s/ Terry Lee Brubaker | |
Terry Lee Brubaker Vice Chairman, Chief Operating Officer and Director | |||
Date: February 26, 2019 | By: | /s/ Lewis Parrish | |
Lewis Parrish | |||
Chief Financial Officer (principal financial and accounting officer) | |||
Date: February 26, 2019 | By: | /s/ Paul Adelgren | |
Paul Adelgren | |||
Director | |||
Date: February 26, 2019 | By: | /s/ Michela A. English | |
Michela A. English | |||
Director | |||
Date: February 26, 2019 | By: | /s/ Caren D. Merrick | |
Caren D. Merrick | |||
Director | |||
Date: February 26, 2019 | By: | /s/ John Outland | |
John Outland | |||
Director | |||
Date: February 26, 2019 | By: | /s/ Anthony W. Parker | |
Anthony W. Parker | |||
Director | |||
Date: February 26, 2019 | By: | /s/ Walter H. Wilkinson, Jr. | |
Walter H. Wilkinson, Jr. | |||
Director |
/s/ David Gladstone |
David Gladstone |
Chief Executive Officer and |
Chairman of the Board of Directors |
/s/ Lewis Parrish |
Lewis Parrish |
Chief Financial Officer and |
Assistant Treasurer |
/s/ David Gladstone |
David Gladstone |
Chief Executive Officer and |
Chairman of the Board of Directors |
/s/ Lewis Parrish |
Lewis Parrish |
Chief Financial Officer and |
Assistant Treasurer |
Document and Entity Information - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Feb. 25, 2019 |
Jun. 30, 2018 |
|
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | Q4 | ||
Trading Symbol | LAND | ||
Entity Registrant Name | GLADSTONE LAND Corp | ||
Entity Central Index Key | 0001495240 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 18,059,419 | ||
Entity Public Float | $ 174.6 |
Business and Organization |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | BUSINESS AND ORGANIZATION Business Gladstone Land Corporation (the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011, having been originally incorporated in California on June 14, 1997. We are primarily in the business of owning and leasing farmland. Subject to certain restrictions and limitations, and pursuant to contractual agreements, our business is managed by Gladstone Management Corporation (the “Adviser”), a Delaware corporation, and administrative services are provided to us by Gladstone Administration, LLC (the “Administrator”), a Delaware limited liability company. Our Adviser and Administrator are both affiliates of ours (see Note 6, “Related-Party Transactions,” for additional discussion regarding our Adviser and Administrator). Organization We conduct substantially all of our operations through a subsidiary, Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership. As we currently control the sole general partner of the Operating Partnership and own, directly or indirectly, a majority of the common units of limited partnership interest in the Operating Partnership (“OP Units”), the financial position and results of operations of the Operating Partnership are consolidated within our financial statements. As of December 31, 2018 and 2017, the Company owned approximately 96.9% and 93.2%, respectively, of the outstanding OP Units (see Note 7, “Equity,” for additional discussion regarding OP Units). Gladstone Land Partners, LLC (“Land Partners”), a Delaware limited liability company and a subsidiary of ours, was organized to engage in any lawful act or activity for which a limited liability company may be organized in Delaware. Land Partners is the general partner of the Operating Partnership and has the power to make and perform all contracts and to engage in all activities necessary in carrying out the purposes of the Company, as well as all other powers available to it as a limited liability company. As we currently own all of the membership interests of Land Partners, the financial position and results of operations of Land Partners are consolidated within our financial statements. Gladstone Land Advisers, Inc. (“Land Advisers”), a Delaware corporation and a subsidiary of ours, was created to collect any non-qualifying income related to our real estate portfolio and to perform certain small-scale farming business operations. We have elected for Land Advisers to be taxed as a taxable REIT subsidiary (“TRS”) of ours. Since we currently own 100% of the voting securities of Land Advisers, its financial position and results of operations are consolidated within our financial statements. All further references herein to “we,” “us,” “our,” and the “Company” refer, collectively, to Gladstone Land Corporation and its consolidated subsidiaries, except where indicated otherwise. |
Summary of Significant Accounting Policies |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in accordance with U.S. generally-accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. Real Estate and Lease Intangibles Our investments in real estate consist of farmland, improvements made to the farmland (consisting primarily of irrigation and drain systems and buildings), and long-lived horticulture acquired in connection with certain land purchases (consisting primarily of almond and pistachio trees, blueberry bushes, and wine vineyards). We record investments in real estate at cost and generally capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset. We expense costs of routine repairs and maintenance as such costs are incurred. We generally compute depreciation using the straight-line method over the shorter of the estimated useful life or 39 years for buildings and improvements, the shorter of the estimated useful life or 40 years for horticulture, 5 to 10 years for equipment and fixtures, and the shorter of the useful life or the remaining lease term for tenant improvements. Certain of our acquisitions involve sale-leaseback transactions with newly-originated leases, and other of our acquisitions involve the acquisition of farmland that is already being operated as rental property, in which case we will typically assume the lease in place at the time of acquisition. Prior to us early adopting Accounting Standards Update (“ASU”) 2017-01, “Clarifying the Definition of a Business” (as further described below under “—Recently-Issued Accounting Pronouncements”), acquisitions of farmland already being operated as rental property were generally considered to be business combinations under Accounting Standards Codification (“ASC”) 805, “Business Combinations.” However, after our adoption of ASU 2017-01, effective October 1, 2016, we now generally consider both types of acquisitions to be asset acquisitions under ASC 360, “Property Plant and Equipment.” Whether an acquisition is considered an asset acquisition or a business combination, both ASC 360 and ASC 805 require that the purchase price of real estate be allocated to (i) the tangible assets acquired and liabilities assumed, typically consisting of land, buildings, improvements, horticulture, and long-term debt, and, if applicable, (ii) any identifiable intangible assets and liabilities, which may consist of the values of above- and below-market leases, in-place lease values, lease origination costs, and tenant relationships, based in each case on their fair values. In addition, ASC 360 requires us to capitalize the transaction costs incurred in connection with the acquisition, whereas ASC 805 required that all costs related to the acquisition be expensed as incurred, rather than capitalized into the cost of the acquisition. Management’s estimates of fair value are made using methods similar to those used by independent appraisers, such as a sales comparison approach, a cost approach, and either an income capitalization approach or discounted cash flow analysis. Factors considered by management in its analysis include an estimate of carrying costs during hypothetical, expected lease-up periods, taking into consideration current market conditions and costs to execute similar leases. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed. In estimating carrying costs, management also includes lost reimbursement of real estate taxes, insurance, and certain other operating expenses, as well as estimates of lost rental income at market rates during the hypothetical, expected lease-up periods, which typically range from 1 to 24 months, depending on specific local market conditions. Management also estimates costs to execute similar leases, including leasing commissions, legal fees, and other related expenses, to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction. While management believes these estimates to be reasonable based on the information available at the time of acquisition, the purchase price allocation may be adjusted if management obtains more information regarding the valuations of the assets acquired or liabilities assumed. We allocate the purchase price to the fair value of the tangible assets and liabilities of an acquired property by valuing the property as if it were vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, and horticulture, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition. We record above- and below-market lease values for acquired properties based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place lease agreements, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining, non-cancelable term of the lease. When determining the non-cancelable term of the lease, we evaluate whether fixed-rate or below-market renewal options, if any, should be included. The fair value of capitalized above-market lease values, included as part of Other assets in the accompanying Consolidated Balance Sheets, is amortized as a reduction of rental income on a straight-line basis over the remaining, non-cancelable terms of the respective leases. The fair value of capitalized below-market lease values, included as part of Other liabilities in the accompanying Consolidated Balance Sheets, is amortized as an increase to rental income on a straight-line basis over the remaining, non-cancelable terms of the respective leases, including that of any fixed-price or below-market renewal options. The value of the remaining intangible assets acquired, which consists of in-place lease values, lease origination costs, and tenant relationship values, are determined based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics to be considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, prospects for developing additional business with the tenant, the tenant’s credit quality, and our expectations of lease renewals (including those existing under the terms of the current lease agreement), among other factors. The value of in-place leases and lease origination costs are amortized to amortization expense on a straight-line basis over the remaining, non-cancelable terms of the respective leases. The value of tenant relationship intangibles, which is the benefit to us resulting from the likelihood of an existing tenant renewing its lease at the existing property or entering into a lease at a different property we own, is amortized to amortization expense over the remaining lease term and any anticipated renewal periods in the respective leases. Should a tenant terminate its lease, the unamortized portion of the above intangible assets or liabilities would be charged to the appropriate income or expense account. Impairment of Real Estate Assets We account for the impairment of our tangible and identifiable intangible real estate assets in accordance with ASC 360, which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist. Such indicators may include, but are not limited to, declines in a property’s operating performance, deteriorating market conditions, vacancy rates, and environmental or legal concerns. If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property (without interest charges), including proceeds from disposition, and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable. In performing the analysis, we consider such factors as the tenants’ payment history and financial condition, the likelihood of lease renewal, agricultural and business conditions in the regions in which our farms are located, and whether there are indications that the fair value of the real estate has decreased. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the property. We evaluate our entire property portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment. As of December 31, 2018 and 2017, we concluded that none of our properties were impaired. There have been no impairments recognized on our real estate assets since our inception. Tenant Improvements From time to time, our tenants may pay for improvements on certain of our properties with the ownership of the improvements remaining with us, in which case we will record the cost of such improvements as an asset (tenant improvements), along with a corresponding liability (deferred rent liability) on our balance sheet. When we are determined to be the owner of the tenant improvements, such improvements will be depreciated, and the related deferred rent liability will be amortized as an addition to rental income, each over the shorter of the useful life of the respective improvement or the remaining term of the existing lease in place. If the tenant is determined to be the owner of the tenant improvements, any tenant improvements funded by us are treated as a lease incentive and amortized as a reduction of rental income over the remaining term of the existing lease in place. In determining whether the tenant or the Company is the owner of such improvements, several factors will be considered, including, but not limited to: (i) whether the tenant or landlord retains legal title to the improvements upon expiration of the lease; (ii) whether the lease stipulates how such improvements should be treated; (iii) the uniqueness of the improvements (i.e., whether the improvements were made to meet the specific needs or for the benefit of the tenant leasing the property, or if the improvements generally increased the value or extended the useful life of the asset improved upon); (iv) the expected useful life of the improvements relative to the remaining length of the lease; (v) whether the tenant improvements are expected to have significant residual value at the end of the lease term; and (vi) whether the tenant or the Company constructs or directs construction of the improvements. The determination of who owns the improvements can be subject to significant judgment. Cash and Cash Equivalents We consider cash equivalents to be all short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase, except that any such investments purchased with funds held in escrow or similar accounts are classified as restricted cash. Items classified as cash equivalents include money-market deposit accounts. Our cash and cash equivalents as of December 31, 2018 and 2017 were held in the custody of one financial institution, and our balance at times may exceed federally-insurable limits. We did not have any restricted cash or restricted cash equivalents as of December 31, 2018 or 2017. Crop Inventory and Crop Sales Crop Inventory Costs incurred by Land Advisers in operating the 169-acre farm located in Ventura County, California, during 2017 and 2018 generally consisted of growing costs (including the costs of land preparation, plants, fertilizers and pesticides, and labor costs), harvesting and selling costs (including labor costs for harvesting, packaging and cooling costs, and sales commissions), and certain overhead costs (including management/oversight costs). Due to certain market conditions during the year ended December 31, 2018 (primarily the existence of bumper crops in all of the strawberry-growing regions within California), we were unable to sell all of the crops and therefore assessed the market value of such unsold crops to be zero. Accordingly, we wrote down the cost of crop inventory to its estimated net realizable value of zero and recorded a loss during the year ended December 31, 2018, of approximately $1.1 million (including accumulated costs incurred by our Adviser that were allocated to these unsold crops of approximately $31,000 (see Note 6, “Related-Party Transactions—TRS Lease Assumption—TRS Fee Arrangements—TRS Expense Sharing Agreement”)), included within Loss on write-down of inventory on the accompanying Consolidated Statement of Operations. As of December 31, 2017, crop inventory consisted of the following (dollars in thousands, except for footnote):
Crop Sales Revenues from the sale of harvested crops are recognized when the harvested crops have been delivered to the facility and title has transferred and are recorded using the market price on the date of delivery. Accumulated costs are charged to cost of products sold (based on percentage of gross revenues from sales) as the related crops are harvested and sold. Revenues from the sale of harvested crops and accumulated costs allocated to the crops sold for the year ended December 31, 2018, are shown in the following table (dollars in thousands, except for footnotes):
There was minimal harvesting and sales activity on the farm operated by Land Advisers prior to January 1, 2018. In addition, the lease to Land Advisers for such farm expired on July 31, 2018, and the farm was leased by us to a new, unrelated third-party tenant under a 10-year lease that commenced on August 1, 2018. Deferred Financing Costs Deferred financing costs consist of costs incurred to obtain financing, including legal fees, origination fees, and administrative fees. Costs associated with our long-term borrowings are deferred and amortized over the terms of the respective financings using the straight-line method, which approximates the effective interest method. In the case of our lines of credit, the straight-line method is used due to the revolving nature of the financing instrument. Upon early extinguishment of any borrowings, the unamortized portion of the related deferred financing costs will be immediately charged to expense. In addition, in accordance with ASC 470, “Debt,” when a financing arrangement is amended so that the only material change is an increase in the borrowing capacity, the unamortized deferred financing costs from the prior arrangement is amortized over the term of the new arrangement. In accordance with ASU 2015-15, unamortized deferred financing costs associated with our lines of credit are reported as an asset and are included in Other assets, net on the accompanying Consolidated Balance Sheets. In accordance with ASU 2015-03, unamortized deferred financing costs related to long-term borrowings are reported as a deduction from the carrying amount of the related debt liability and are included in Notes and bonds payable, net on the accompanying Consolidated Balance Sheets. In both cases, the amortization of deferred financing costs is included as a component of interest expense on the accompanying Consolidated Statements of Operations. During the years ended December 31, 2018 and 2017, we made payments of approximately $675,000 and $881,000, respectively, for deferred financing costs related to new borrowings, and we recorded approximately $582,000 and $524,000, respectively, of total amortization expense related to deferred financing costs. Deferred Offering Costs We account for offering costs in accordance with SEC Staff Accounting Bulletin (“SAB”) Topic 5.A., which states that incremental offering costs directly attributable to a proposed or actual offering of securities may be deferred and charged against the gross proceeds of such offering. Accordingly, costs incurred related to our ongoing equity offerings are included in Other assets, net on the accompanying Consolidated Balance Sheets and are ratably applied to the cost of equity as the related securities are issued. If an equity offering is subsequently terminated, the remaining, unallocated portion of the related deferred offering costs are charged to expense in the period such offering is aborted and recorded as General and administrative expenses on the accompanying Consolidated Statements of Operations. Other Assets and Other Liabilities Other assets, net generally consists primarily of net deferred rent assets, rents receivable, deferred offering costs, prepaid expenses, deferred financing costs associated with our lines of credit, deposits on potential real estate acquisitions, and other miscellaneous receivables. As of December 31, 2018, the balance in Other assets, net also consists of approximately $1.7 million for the cost of five industrial generators that will be used to provide power for newly-drilled wells on certain of our farms until such wells are connected to a permanent power source. Other liabilities, net consists primarily of rents received in advance and net deferred rent liabilities. Non-controlling Interests Non-controlling interests are interests in the Operating Partnership not owned by us. We evaluate whether non-controlling interests are subject to redemption features outside of our control. As of both December 31, 2018 and 2017, the non-controlling interests in the Operating Partnership are redeemable at the option of the holder for cash or, at our election, shares of our common stock and thus are reported in the equity section of the Consolidated Balance Sheets but separate from stockholders’ equity. The amount reported for non-controlling interests on the Consolidated Statements of Operations represent the portion of income (loss) from the Operating Partnership not attributable to us. At the end of each reporting period, we determine the amount of equity (at book value) that is allocable to non-controlling interests based upon the respective ownership interests. To reflect the non-controlling interests’ equity interest in the Company, an adjustment is made to non-controlling interests, with a corresponding adjustment to paid-in capital, as reflected on the Consolidated Statements of Equity. Revenue Recognition Rental revenue includes rents that each tenant pays in accordance with the terms of its respective lease, reported evenly over the non-cancelable term of the lease. Most of our leases contain rental increases at specified intervals; we recognize such revenues on a straight-line basis. Certain other leases provide for additional rental payments that are based on a percentage of the gross crop revenues earned on the farm, which we refer to as participation rents. Such contingent revenue is generally recognized when all contingencies have been resolved and when actual results become known or estimable, enabling us to estimate and/or measure our share of such gross revenues. As a result, depending on the circumstances of each lease, certain participation rents may be recognized by us in the year the crop was harvested, while other participation rents may be recognized in the year following the harvest. During the years ended December 31, 2018 and 2017, we recorded total participation rents of approximately $1.2 million and $304,000, respectively. No participation rents had been recorded prior to 2017. Deferred rent receivable, included in Other assets on the accompanying Consolidated Balance Sheets, includes the cumulative difference between rental revenue as recorded on a straight-line basis and cash rents received from the tenants in accordance with the lease terms. In addition, we determine, in our judgment, to what extent the deferred rent receivable applicable to each specific tenant is collectible. We perform a quarterly review of the net deferred rent receivable balance as it relates to straight-line rents and take into consideration the tenant’s payment history, the financial condition of the tenant, business conditions of the industry in which the tenant operates, and economic and agricultural conditions in the geographic area in which the property is located. In the event that the collectibility of deferred rent with respect to any given tenant is in doubt, we record an allowance for uncollectible accounts or record a direct write-off of the specific rent receivable. During the years ended December 31, 2018 and 2017, we wrote off approximately $108,000 and $99,000, respectively, of aggregate deferred rent asset and rent receivable balances related to early terminations of certain leases. Tenant recovery revenue includes payments received from tenants as reimbursements for certain operating expenses, such as property taxes and insurance premiums. These expenses and their subsequent reimbursements are recognized under property operating expenses as incurred and tenant recovery revenue as earned, respectively, and are recorded in the same periods. We do not record any property operating expenses or tenant recovery revenues associated with costs paid directly by our tenants for net-leased properties. Other Income We record non-operating and unusual or infrequent income as Other income on our Consolidated Statements of Operations. Other income recorded for each of the years ended December 31, 2018 and 2017 was primarily from interest patronage received on certain of our long-term borrowings (see Note 4, “Borrowings,” for additional information on interest patronage recorded during each of the years ended December 31, 2018 and 2017). Involuntary Conversions and Property and Casualty Loss We account for involuntary conversions, for example, when a nonmonetary asset, such as property or equipment, is involuntarily converted to a monetary asset, such as insurance proceeds, in accordance with ASC 605, “Revenue Recognition – Gains and Losses,” which requires us to recognize a gain or a loss equal to the difference between the carrying amount of the nonmonetary asset and the amount of monetary assets received. Further, in accordance with ASC 450, “Contingencies,” if recovery of the loss is considered to be probable, we will recognize a receivable for the amount expected to be covered by insurance proceeds, not to exceed the related loss recognized, unless such amounts have been realized. Gain (Loss) on Dispositions of Real Estate Assets We recognize net (losses) or gains on disposals of real estate assets either upon the abandonment of an asset before the end of its useful life or upon the closing of a transaction (be it an outright sale of a property or the sale of a perpetual, right-of-way easement on all or a portion of a property) with the purchaser. When a real estate asset is abandoned prior to the end of its useful life, a loss is recorded in an amount equal to the net book value of the related real estate asset at the time of abandonment. In the case of a sale of a property, a gain (loss) is recorded to the extent that the total consideration received for a property is more (less) than the property’s net carrying value (plus any closing costs incurred) at the time of the sale. Gains are recognized using the full accrual method (i.e., when the collectability of the sales price is reasonably assured, we are not obligated to perform additional activities that may be considered significant, the initial investment from the buyer is sufficient, and other profit recognition criteria have been satisfied). Gains on sales of real estate assets may be deferred in whole or in part until the requirements for gain recognition have been met. Income Taxes We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). On September 3, 2014, we filed our 2013 federal income tax return, on which we elected to be taxed as a REIT for federal income tax purposes beginning with our tax year ended December 31, 2013. As a REIT, we generally are not subject to federal corporate income taxes on amounts that we distribute to our stockholders (except income from any foreclosure property), provided that, on an annual basis, we distribute at least 90% of our REIT taxable income (excluding net capital gains) to our stockholders and meet certain other conditions. To the extent that we satisfy the annual distribution requirement but distribute less than 100% of our taxable income (including net capital gains), we will be subject to corporate income tax on our undistributed taxable income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four immediately-subsequent taxable years. Even as a REIT, we may be subject to certain state and local income and property taxes and to federal income and excise taxes on undistributed taxable income. In general, however, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income and taxes on the income generated by a TRS (such as Land Advisers), if any. Since January 1, 2013, Land Advisers has been treated as a wholly-owned TRS that is subject to federal and state income taxes. From October 17, 2017, through July 31, 2018, Land Advisers assumed the operations on one of our farms in California (see Note 6, “Related-Party Transactions—TRS Lease Assumption—TRS Fee Arrangements—TRS Expense Sharing Agreement”). There was no material taxable income or loss from Land Advisers for the tax year ended December 31, 2017, and we do not expect to have any material taxable income or loss for the tax year ended December 31, 2018. In addition, there had been no activity in Land Advisers prior to 2017. Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes,” using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis (including for operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled. In addition, we will establish valuation allowances for tax benefits when we believe it is more-likely-than-not (defined as a likelihood of more than 50%) that such assets will not be realized. We perform an annual review for any uncertain tax positions and, if necessary, will record future tax consequences of uncertain tax positions in the financial statements. An uncertain tax position is defined as a position taken or expected to be taken in a tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. As of December 31, 2018 and 2017, we had no material provisions for uncertain tax positions. The prior three tax years remain open for an audit by the Internal Revenue Service. Comprehensive Income For the years ended December 31, 2018 and 2017, comprehensive income (loss) equaled net income (loss); therefore, a separate statement of comprehensive income is not included in the accompanying consolidated financial statements. Segment Reporting We manage our operations on an aggregated, single-segment basis for purposes of assessing performance and making operating decisions and, accordingly, have only one reporting and operating segment. Reclassifications On the accompanying Consolidated Statements of Operations for the year ended December 31, 2017, certain property-specific costs have been reclassified from general and administrative expenses to property operating expenses, and acquisition-related expenses have been reclassified to be included within general and administrative expenses. These reclassifications had no impact on previously-reported net income, equity, or net change in cash and cash equivalents. Recently-Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which was amended in each of March, April, May, and December of 2016. ASU 2014-09, as amended, supersedes or replaces nearly all GAAP revenue recognition guidance and establishes a new, control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time and will expand disclosures about revenue. ASU 2014-09 was adopted beginning with the three months ended March 31, 2018, using the modified retrospective method (under which the cumulative effect of initially applying the guidance was recognized at the date of initial application). Our adoption of ASU 2014-09 did not (and is not expected to) have a material impact on our results of operations or financial condition, as the primary impact of this update is related to common area maintenance and other material tenant reimbursements, whereas the majority of our revenue is from rental income pursuant to net-lease agreements, with very little being attributed to tenant recoveries. The impact of ASU 2014-09 will not take effect until the new leasing standard (ASU 2016-02, as defined below) becomes effective on January 1, 2019. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842): An Amendment of the FASB Accounting Standards Codification” (“ASU 2016-02”). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee, which classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis, respectively, over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months, regardless of the classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leasing standard, ASC 840, “Leases,” and is effective on January 1, 2019, with early adoption permitted. Once we adopt ASU 2016-02, we expect our legal expenses (included within General and administrative expenses on our Consolidated Statements of Operations) to increase marginally, as the new standard requires us to expense indirect leasing costs that were previously capitalized; however, we do not expect ASU 2016-02 to materially impact our consolidated financial statements, as we currently only have two operating ground lease arrangements with terms greater than one year for which we are the lessee. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), which provides guidance on certain cash flow classification issues, with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified on the statement of cash flows. We adopted ASU 2016-15, which requires retrospective adoption, beginning with the three months ended March 31, 2018, with no material impact on our consolidated financial statements as a result. In February 2017, the FASB issued ASU 2017-05, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (“ASU 2017-05”), which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and in-substance nonfinancial assets in contracts with non-customers (unless other specific guidance applies). ASU 2017-05 requires derecognition once control of a distinct nonfinancial asset or in-substance nonfinancial asset is transferred. Additionally, when a company transfers its controlling interest in a nonfinancial asset but retains a non-controlling ownership interest, any non-controlling interest received is required to be measured at fair value, and the company is required to recognize a full gain or loss on the transaction. As a result of ASU 2017-05, the guidance specific to real estate sales in ASC 360-20 will be eliminated, and partial sales of real estate assets will now be subject to the same derecognition model as all other nonfinancial assets. We adopted ASU 2017-05, which requires retrospective adoption, beginning with the three months ended March 31, 2018, and its adoption did not (and is not expected to) have a material impact on our consolidated financial statements. |
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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 85 farms we owned as of December 31, 2018 (dollars in thousands, except for footnotes):
Real Estate The following table sets forth the components of our investments in tangible real estate assets as of December 31, 2018 and 2017 (dollars in thousands):
Real estate depreciation expense on these tangible assets was approximately $8.2 million and $6.2 million for the years ended December 31, 2018 and 2017, 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 each of December 31, 2018 and 2017, we recorded tenant improvements, net of accumulated depreciation, of approximately $2.4 million. We recorded both depreciation expense and additional rental revenue related to these tenant improvements of approximately $334,000 and $220,000 during the years ended December 31, 2018 and 2017, respectively. Intangible Assets and Liabilities The following table summarizes the carrying value of certain lease intangible assets and the accumulated amortization as of December 31, 2018 and 2017 (dollars in thousands):
Total amortization expense related to these lease intangible assets was approximately $1.1 million for each of the years ended December 31, 2018 and 2017. 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, 2018, and December 31, 2017 (dollars in thousands):
Total amortization related to above-market lease values and lease incentives was approximately $13,000 and $10,000 for the years ended December 31, 2018 and 2017, respectively. Total accretion related to below-market lease values and other deferred revenues was approximately $77,000 and $63,000 for the years ended December 31, 2018 and 2017, respectively. 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 rental income 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):
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 are capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired or liabilities assumed, other than those costs that directly related to originating new leases we execute upon acquisition, which are 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. Unless otherwise noted, all properties acquired during 2017 and 2018 were accounted for as asset acquisitions under ASC 360. 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).
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. 2017 Acquisitions During the year ended December 31, 2017, we acquired 16 new farms, which are summarized in the table below (dollars in thousands, except for footnotes).
During the year ended December 31, 2017, in the aggregate, we recognized operating revenues of approximately $4.5 million, and net income of approximately $1.1 million, 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, 2018 and 2017 is as follows (dollars in thousands):
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 during the years ended December 31, 2018 and 2017:
Significant Existing Real Estate Activity Leasing Activity The following table summarizes the leasing activity that occurred on our existing properties during the year ended December 31, 2018 (dollars in thousands, except footnotes):
As a result of certain early lease terminations, we recorded approximately $108,000 of aggregate bad debt expense (included within Property operating expenses on our accompanying Consolidated Statements of Operations) during the year ended December 31, 2018, in connection with certain deferred rent asset and rent receivable balances that were written off. In addition, in connection with the early termination of a lease that had a deferred rent liability balance of approximately $84,000, in accordance with ASC 360-10, we recognized this amount as additional rental income on the lease termination date, which occurred during the year ended December 31, 2018. See Note 11, “Subsequent Events—Leasing Activity” for additional leasing activity that occurred subsequent to December 31, 2018. Property Dispositions Land Exchange On June 7, 2018, we completed a transaction with the current tenant on one of our Florida farms where we exchanged land for total consideration consisting of both land and cash. As a result of the transaction, we sold 26 net acres for total cash proceeds of approximately $132,000 and, after closing costs, recognized a nominal loss on the transaction. Property Sale On July 10, 2018, we completed the sale of our 1,895-acre farm in Morrow County, Oregon (“Oregon Trail”), to the existing tenant for $20.5 million. Including closing costs and the write-off of a deferred rent asset balance of approximately $154,000, we recognized a net gain on the sale of approximately $6.4 million. Proceeds from this sale were used to acquire Owl Hammock (as described above) as part of a like-kind exchange under Section 1031 of the Code. Project Completions In connection with a lease amendment executed on one of our Florida properties in June 2017, we committed to provide additional capital to expand and upgrade the existing cooling facility on the property. These improvements were completed during the year ended December 31, 2018, at a total cost of approximately $748,000. As a result of these improvements (and pursuant to the lease amendment), we will earn additional straight-line rental income of approximately $75,000 per year throughout the remaining term of the lease, which expires on June 30, 2022. In connection with the follow-on lease we executed upon our acquisition of a 1,884-acre farm in Florida in August 2017 (which had a commencement date of February 24, 2018), we committed to provide up to $2.5 million of capital in the first year of the lease to support additional plantings and infrastructure on the farm, which improvements were completed during the year ended December 31, 2018, at a total cost of $2.5 million. As a result of this project (as stipulated in the follow-on lease), we will earn additional straight-line rental income of approximately $138,000 per year throughout the remaining term of the lease, which expires on February 23, 2024. During the year ended December 31, 2018, we replaced 23 irrigation pivots on one of our properties in Colorado at a total cost of approximately $1.4 million. As part of this transaction, we wrote off the net cost basis of the replaced pivots and recognized a loss of approximately $433,000 during the year ended December 31, 2018 (included in Gain (loss) on dispositions of real estate assets, net on our accompanying Consolidated Statement of Operations). Pursuant to a lease amendment executed in connection with this project, we will earn additional straight-line rental income of approximately $104,000 per year throughout the remaining term of the lease, which expires on February 28, 2021. In addition, in connection with the funding of these improvements, we obtained a loan from Diversified Financial Services, LLC (“Diversified Financial”), of approximately $1.3 million (see Note 4, “Borrowings—Diversified Financial Note Payable” for additional information on this loan). Property and Casualty Loss During the year ended December 31, 2018, a lightning strike damaged the power plant that supplies power to one of our Arizona properties, causing damage to certain irrigation improvements on the property, and three irrigation pivots on one of our Florida farms were damaged as a result of Hurricane Michael. We estimated the aggregate carrying value of the improvements damaged by these events to be approximately $194,000. During the year ended December 31, 2018, we wrote down the carrying values of the damaged irrigation improvements by approximately $194,000, and, in accordance with ASC 610-30, “Revenue Recognition—Other Income—Gains and Losses on Involuntary Conversions,” recorded a corresponding property and casualty loss on the accompanying Consolidated Statement of Operations. Repairs to the damaged irrigation improvements on our Arizona property were completed during the year ended December 31, 2018, at a total cost of approximately $81,000, of which approximately $47,000 was capitalized as real estate additions and approximately $34,000 was recorded as repairs and maintenance expense (included within Property and operating expenses on the accompanying Consolidated Statements of Operations) during the year ended December 31, 2018. Repairs to the damaged irrigation pivots on our Florida farm are still ongoing, and we are unable to estimate the costs to repair the pivots at this time. We are still in the process of assessing the amounts expected to be recovered from both instances, as well as the collectability of such amounts; thus, no offset to the loss has been recorded as of December 31, 2018. Future Rental Payments Future operating rental payments owed from tenants under all non-cancelable leases (excluding contingent rental payments, such as participation rents, and tenant reimbursement of certain expenses) for each of the five succeeding fiscal years and thereafter as of December 31, 2018, are as follows (dollars in thousands):
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, 2018 and 2017 (dollars in thousands):
Concentrations Credit Risk As of December 31, 2018, our farms were leased to 63 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 rental revenue attributable to Tenant A accounted for approximately $4.4 million, or 15.1% of the total rental revenue recorded during the year ended December 31, 2018. 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 rental revenue recorded during the year ended December 31, 2018. Geographic Risk Farms located in California and Florida accounted for approximately $13.6 million (46.5%) and $8.1 million (27.7%), respectively, of the total rental revenue recorded during the year ended December 31, 2018. 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 or Florida were materially impacted by the wildfires or hurricanes that occurred in those respective areas during the year ended December 31, 2018. No other single state accounted for more than 10.0% of the total rental revenue recorded during the year ended December 31, 2018. |
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Borrowings | BORROWINGS Our borrowings as of December 31, 2018 and 2017 are summarized below (dollars in thousands):
As of December 31, 2018, the above borrowings were collateralized by 85 farms with an aggregate net book value of approximately $541.7 million. The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.70% for the year ended December 31, 2018, as compared to 3.31% for the year ended December 31, 2017. In addition, 2017 interest patronage from our Farm Credit Notes Payable (as defined below), which we received and recorded during the nine months ended September 30, 2018, resulted in an 18.0% reduction (approximately 71 basis points) to the stated interest rates on such borrowings. We are unable to estimate the amount of patronage to be received, if any, related to interest accrued during 2018 on our Farm Credit Notes Payable. MetLife Borrowings MetLife Facility On May 9, 2014, we closed on a credit facility (the “MetLife Facility”) with Metropolitan Life Insurance Company (“MetLife”). As a result of subsequent Amendments, the MetLife Facility currently consists of an aggregate of $200.0 million of term notes (the “MetLife Term Notes”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit”). The following table summarizes the pertinent terms of the MetLife Facility as of December 31, 2018 (dollars in thousands, except for footnotes):
Under the MetLife Facility, we are generally allowed to borrow up to 60% of the aggregate of the lower of cost or the appraised value of the pool of agricultural real estate pledged as collateral. Our continuing ability to borrow under the MetLife Facility is subject to our ongoing compliance with various affirmative and negative covenants (as further described below), including with respect to liens, indebtedness, mergers, and asset sales. Individual MetLife Notes The following table summarizes, in the aggregate, the terms of two additional loan agreements entered into with MetLife (collectively, the “Individual MetLife Notes”), as of December 31, 2018 (dollars in thousands):
The Individual MetLife Notes have a loan-to-value ratio of 60% of the underlying agricultural real estate. Our agreement with MetLife for the Individual MetLife Notes contains various affirmative and negative covenants (as further described below), including with respect to liens, indebtedness, mergers, and asset sales. Both of our agreements with MetLife (including the MetLife Facility and the Individual MetLife Notes) require that we satisfy financial covenants on a consolidated basis at the end of each calendar quarter, including staying below a maximum debt-to-asset-value ratio and maintaining a minimum net worth value and rental-revenue-to-debt ratio. Amounts owed to MetLife under each of the agreements are guaranteed by us and each subsidiary of ours that owns a property pledged as collateral pursuant to the respective loan documents. As of December 31, 2018, we were in compliance with all covenants under each of the agreements with MetLife. Farm Credit Notes Payable From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements with certain Farm Credit associations, including Farm Credit of Central Florida, FLCA (“Farm Credit CFL”), Farm Credit West, FLCA (“Farm Credit West”), Cape Fear Farm Credit, ACA (“CF Farm Credit”), Farm Credit of Florida, ACA (“Farm Credit FL”), Northwest Farm Credit Services, FLCA (“NW Farm Credit”), Southwest Georgia Farm Credit, ACA (“SWGA Farm Credit”), and Plains Land Bank, FLCA (“Plains Land Bank,” and, collectively, with the other Farm Credit associations, “Farm Credit”). During the year ended December 31, 2018, we entered into the following loan agreements with Farm Credit (dollars in thousands):
The following table summarizes, in the aggregate, the pertinent terms of the loans outstanding from Farm Credit (collectively, the “Farm Credit Notes Payable”) as of December 31, 2018 (dollars in thousands, except for footnotes):
Interest patronage, or refunded interest, on our borrowings from the various Farm Credit associations is generally recorded upon receipt and is included in Other income on our Consolidated Statements of Operations. Receipt of interest patronage typically occurs in the first half of the calendar year following the year in which the respective interest payments are made. Loans from Farm Credit will generally have a loan-to-value ratio of 60% of the underlying agricultural real estate. Our agreements with Farm Credit contain various affirmative and negative covenants, including with respect to liens, indebtedness, mergers, and asset sales. The Farm Credit Notes Payable also require us to satisfy certain financial covenants at the end of each calendar year, including maintaining a minimum current ratio and net worth value and staying below a maximum leverage ratio. In addition, certain amounts owed under the Farm Credit Notes Payable, limited to 12 months of principal and interest due under certain of the loans, are guaranteed by us pursuant to the loan documents. As of December 31, 2018, we were in compliance with all covenants applicable to the Farm Credit Notes Payable. Farmer Mac Facility On December 5, 2014, we, through certain subsidiaries of our Operating Partnership, entered into a bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation (the “Bond Purchaser”), for a secured note purchase facility. As subsequently amended, the Bond Purchase Agreement provided for bond issuances up to an aggregate amount of $125.0 million (the “Farmer Mac Facility”) through December 11, 2018. During the year ended December 31, 2018, we issued four bonds under the Farmer Mac Facility, the pertinent terms of which are summarized in the table below (dollars in thousands):
The following table summarizes, in the aggregate, the terms of the 16 bonds outstanding under the Farmer Mac Facility as of December 31, 2018 (dollars in thousands):
Pursuant to the Bond Purchase Agreement, we may, from time to time, issue one or more bonds to the Bond Purchaser that will be secured by a security interest in one or more loans originated by us (pursuant to the Pledge and Security Agreement described below), which, in turn, will be collateralized by first liens on agricultural real estate owned by subsidiaries of ours. The interest rate for each bond issuance will be based on prevailing market rates at the time of such issuance, and prepayment of each bond issuance will not be permitted unless otherwise agreed upon by all parties to the Bond Purchase Agreement. The bonds issued will generally have a maximum aggregate, effective loan-to-value ratio of 60% of the underlying agricultural real estate, after giving effect to the overcollateralization obligations described below. In connection with the Bond Purchase Agreement, on December 5, 2014, we also entered into a pledge and security agreement (the “Pledge and Security Agreement”) in favor of the Bond Purchaser and Farmer Mac, which provides for us to pledge, as collateral for bonds issued pursuant to the Farmer Mac Facility, all of our respective right, title, and interest in mortgage loans made by us, which, among other things, must have at all times a value of not less than 110% of the aggregate principal amount of the outstanding bonds held by the Bond Purchaser. The Bond Purchase Agreement and the Pledge and Security Agreement include customary events of default, the occurrence of any of which, after any applicable cure period, would permit the Bond Purchaser and Farmer Mac to, among other things, accelerate payment of all amounts outstanding under the Farmer Mac Facility and to exercise its remedies with respect to the pledged collateral, including foreclosure and sale of the agricultural real estate underlying the pledged mortgage loans. Our ability to borrow under the Farmer Mac Facility is subject to our ongoing compliance with a number of customary affirmative and negative covenants, as well as financial covenants, including staying below a maximum leverage ratio and maintaining a minimum fixed charge coverage ratio and a tangible net worth. As of December 31, 2018, we were in compliance with all covenants under the Farmer Mac Facility. Rabo Note Payable On October 13, 2017, we closed on a term loan from Rabo AgriFinance, LLC (“Rabo”). The following table summarizes the pertinent terms of our loan agreement with Rabo as of December 31, 2018 (dollars in thousands):
Diversified Financial Note Payable On December 3, 2018, we closed on a term loan from Diversified Financial for approximately $1.3 million to finance approximately $1.4 million of irrigation improvements we funded on one of our properties in Colorado (See Note 3, “Real Estate and Lease Intangibles—Significant Existing Real Estate Activity—Project Completions”). The following table summarizes the pertinent terms of our loan agreement with Diversified Financial as of December 31, 2018 (dollars in thousands):
Debt Service – Aggregate Maturities Scheduled principal payments of our aggregate notes and bonds payable as of December 31, 2018, for the succeeding years are as follows (dollars in thousands):
Fair Value ASC 820 provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation. ASC 820-10, “Fair Value Measurements and Disclosures,” establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
As of December 31, 2018, the aggregate fair value of our long-term, fixed-rate notes and bonds payable was approximately $328.5 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $338.1 million. The fair value of our long-term, fixed-rate notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is determined by a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms. Further, due to the revolving nature of the MetLife Lines of Credit and the lack of changes in market credit spreads, their aggregate fair value as of December 31, 2018, is deemed to approximate their aggregate carrying value of $100,000. |
Mandatorily-Redeemable Preferred Stock |
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Equity [Abstract] | |
Mandatorily-Redeemable Preferred Stock | MANDATORILY-REDEEMABLE PREFERRED STOCK In August 2016, we completed a public offering of 6.375% Series A Cumulative Series A Term Preferred Stock, par value $0.001 per share (the “Series A Term Preferred Stock”), at a public offering price of $25.00 per share. As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 1,150,000 shares of the Series A Term Preferred Stock for gross proceeds of approximately $28.8 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $27.6 million. The Series A Term Preferred Stock is traded under the ticker symbol “LANDP” on Nasdaq. Beginning on September 30, 2018, we were permitted to redeem the shares at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption. The shares of the Series A Term Preferred Stock have a mandatory redemption date of September 30, 2021, and are not convertible into our common stock or any other securities. As of December 2018, no shares of Series A Term Preferred Stock have been redeemed. We incurred approximately $1.2 million in total offering costs related to this issuance, which have been recorded net of the Series A Term Preferred Stock as presented on the Consolidated Balance Sheet and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Consolidated Statements of Operations. The Series A Term Preferred Stock is recorded as a liability on our accompanying Consolidated Balance Sheets in accordance with ASC 480, “Distinguishing Liabilities from Equity,” which states that mandatorily-redeemable financial instruments should be classified as liabilities. In addition, the related dividend payments are treated similar to interest expense on the accompanying Consolidated Statements of Operations. As of December 31, 2018, the fair value of our Series A Term Preferred Stock was approximately $29.3 million, as compared to the carrying value, exclusive of offering costs, of $28.8 million. The fair value of our Series A Term Preferred Stock is valued using Level 1 inputs under the hierarchy established by ASC 820-10, “Fair Value Measurements and Disclosures,” and is calculated based on the closing stock price as of December 31, 2018, of $25.47. For information on the dividends declared by our Board of Directors and paid by us on the Series A Term Preferred Stock during the years ended December 2018 and 2017, see Note 7, “Equity—Distributions.” |
Related-Party Transactions |
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Related-Party Transactions | RELATED-PARTY TRANSACTIONS Our Adviser and Administrator 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, chief executive officer, and president. 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, general counsel, and secretary. The investment advisory agreement with our Adviser that was in effect through March 31, 2017 (the “Prior Advisory Agreement”), and the current administration agreement with our Administrator (the “Administration Agreement”) each became effective February 1, 2013. On April 11, 2017, we entered into a Second Amended and Restated Investment Advisory Agreement (the “Amended Advisory Agreement”) with our Adviser that became effective on April 1, 2017. Our entrance into the Amended Advisory Agreement was approved unanimously by our board of directors, including, specifically, our independent directors. A summary of the compensation terms for each of the Prior Advisory Agreement, the Amended Advisory Agreement, and the Administration Agreement is below. Prior Advisory Agreement Pursuant to the Prior Advisory Agreement that was in effect through March 31, 2017, our Adviser was compensated in the form of a base management fee and, as applicable, an incentive fee. Each of these fees is described below. Base Management Fee We paid an annual base management fee equal to 2.0% of our adjusted stockholders’ equity, which was defined as our total stockholders’ equity at the end of each quarter less the recorded value of any preferred stock we may have issued. Incentive Fee We also paid an additional quarterly incentive fee based on funds from operations (as defined in the Prior Advisory Agreement). For purposes of calculating the incentive fee, our funds from operations, before giving effect to any incentive fee (our “Pre-Incentive Fee FFO”), included any realized capital gains or losses, less any distributions paid on our preferred stock, but did not include any unrealized capital gains or losses. The incentive fee rewarded our Adviser if our Pre-Incentive Fee FFO for a particular calendar quarter exceeded a hurdle rate of 1.75% (7.0% annualized) of our total stockholders’ equity (as shown on the balance sheet) at the end of the quarter. Our Adviser received 100% of the amount of the Pre-Incentive Fee FFO for the quarter that exceeded the hurdle rate but was less than 2.1875% of our total stockholders’ equity at the end of the quarter (8.75% annualized) and 20% of the amount of our Pre-Incentive Fee FFO that exceeded 2.1875% for the quarter. Amended Advisory Agreement Pursuant to the Amended Advisory Agreement, effective beginning with the three months ended June 30, 2017, our Adviser has been compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. Our Board of Directors reviews and considers renewing the agreement with our Adviser each July. During its July 2018 meeting, our board of Directors reviewed and renewed the Amended Advisory Agreement for an additional year, through August 31, 2019. Each of the base management, incentive, and capital gains fees is described below. Base Management Fee A base management fee is paid quarterly and is calculated as 2.0% per annum (0.50% per quarter) of the prior calendar quarter’s total adjusted equity, which is defined as total equity plus total mezzanine equity, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items (“Total Adjusted Equity”). During the year ended December 31, 2018, our Adviser granted us a non-contractual, unconditional, and irrevocable waiver on the portion of the base management fee attributable to our Series B Preferred Stock, which is included within Total Adjusted Equity (each as defined in Note 7, “Equity”). This waiver resulted in a credit of approximately $46,000 to be applied against the base management fee for the year ended December 31, 2018. Incentive Fee An incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Equity. For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Amended Advisory Agreement as FFO (also as defined in the Amended Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that are not treated as a liability for GAAP purposes. Our Adviser will receive: (i) no Incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO does not exceed the hurdle rate; (ii) 100% of the Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and (iii) 20% of the amount of the Pre-Incentive Fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized). Capital Gains Fee A capital gains-based incentive fee will be calculated and payable in arrears at the end of each fiscal year (or upon termination of the Amended Advisory Agreement). The capital gains fee shall equal: (i) 15% of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses, minus (ii) any aggregate capital gains fees paid in prior periods. For purposes of this calculation, realized capital gains and losses will be calculated as (x) the sales price of the property, minus (y) any costs to sell the property and the then-current gross value of the property (which includes the property’s original acquisition price plus any subsequent, non-reimbursed capital improvements). At the end of each fiscal year, if this figure is negative, no capital gains fee shall be paid. Our sale of Oregon Trail during the year ended December 31, 2018 (see Note 3, “Real Estate and Intangible Assets—Significant Existing Real Estate Activity—Property Dispositions—Property Sale”), contributed to our Adviser earning a capital gains fee of approximately $628,000, which was the first capital gains fee recorded by us since our inception. However, during the three months ended September 30, 2018, our Adviser granted us a non-contractual, unconditional, and irrevocable waiver equal to approximately $778,000 (which represented the full amount of the capital gains fee recorded as of September 30, 2018) to be applied as a credit against the capital gains fee for the year ended December 31, 2018. Capital losses recorded in connection with dispositions of certain real estate assets during the three months ended December 31, 2018, resulted in a reduction of the capital gains fee of approximately $150,000 during the three months ended December 31, 2018. Termination Fee In the event of our termination of the Amended Advisory Agreement for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination. Administration Agreement Pursuant to the Administration Agreement, we pay for our allocable portion of the Administrator’s expenses incurred while performing services to us, including, but not limited to, rent and the salaries and benefits expenses of our Administrator’s employees, including our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs. As approved by our Board of Directors, effective July 1, 2014, our allocable portion of the Administrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements. TRS Lease Assumption On October 17, 2017, Land Advisers entered into an Assignment and Assumption of Agricultural Lease (the “Assigned TRS Lease”) with the previously-existing tenant on a 169-acre farm located in Ventura County, California. The Assigned TRS Lease, as amended (only to shorten the term and to remove any tenant renewal options), expired on July 31, 2018. In addition, in connection with the initial operations on the farm, on October 17, 2017, Land Advisers issued a $1.7 million unsecured promissory note to the Company that matured on July 31, 2018, and bore interest at a rate equal to the prime rate plus a spread of 5.0% per annum. During the year ended December 31, 2018, the rent owed to us from Land Advisers as a result of the Assigned TRS Lease, the principal balance of the promissory note Land Advisers issued to us, and the interest owed thereon were all forgiven by us. All such related amounts have been eliminated in consolidation, and, as a result, no rental or interest income from Land Advisers was recorded by us on the Consolidated Statement of Operations during the year ended December 31, 2018. Effective August 1, 2018, this farm was leased to a new, unrelated third-party tenant under a 10-year lease. TRS Fee Arrangements In connection with the TRS Lease Assumption, on October 23, 2017, in exchange for services provided by our Adviser to Land Advisers, our Adviser and Land Advisers entered into an Expense Sharing Agreement (the “TRS Expense Sharing Agreement”). In addition, during the three months ended December 31, 2017, to account for the time our Administrator’s staff spends on activities related to Land Advisers, we adopted a policy wherein a portion of the fee paid by the Company to our Administrator pursuant to the Administration Agreement would be allocated to Land Advisers (the “TRS Administration Fee Allocation, and together with the TRS Expense Sharing Agreement, the “TRS Fee Arrangements”). TRS Expense Sharing Agreement Pursuant to the TRS Expense Sharing Agreement, our Adviser was responsible for maintaining the day-to-day operations on the farm leased to Land Advisers from October 17, 2017, through July 31, 2018. In exchange for such services, Land Advisers compensated our Adviser through reimbursement of certain expenses incurred by our Adviser, including Land Advisers’ pro-rata share of our Adviser’s payroll and related benefits (based on the percentage of each employee’s time devoted to matters related to Land Advisers in relation to the time such employees devoted to all affiliated funds, collectively, advised by our Adviser) and general overhead expenses (based on the total general overhead expenses incurred by our Adviser multiplied by the ratio of hours worked by our Adviser’s employees on matters related to Land Advisers to the total hours worked by our Adviser’s employees). Throughout the term of the lease assumed by Land Advisers, our Adviser incurred approximately $207,000 of costs related to services provided to Land Advisers (approximately $136,000 and $71,000 of which were incurred during the years ended December 31, 2018 and 2017, respectively). Such costs, while payable by Land Advisers, were initially accumulated and deferred (included within Crop inventory on the accompanying Consolidated Balance Sheet as of December 31, 2017) and then allocated to costs of sales as the related crops were harvested and sold. During the year ended December 31, 2018, approximately $176,000 of the total accumulated costs incurred by our Adviser was allocated to the costs of crops sold and is included within Management Fee on the accompanying Consolidated Statement of Operations for the year ended December 31, 2018. The remaining accumulated costs incurred by our Adviser of approximately $31,000 was allocated to harvested but unsold crops initially held within crop inventory, the market value of which was written down to zero during the year ended December 31, 2018. As such, all costs allocated to these crops (including the $31,000 incurred by our Adviser) were included within Loss on write-down of crop inventory on the accompanying Consolidated Statement of Operations for the year ended December 31, 2018. See Note 2, “Summary of Significant Accounting Policies—Crop Inventory and Crop Sales—Crop Inventory,” for further discussion on the write-down of our crop inventory. In addition, during the year ended December 31, 2018, our Adviser granted Land Advisers a non-contractual, unconditional, and irrevocable waiver of approximately $190,000 to be applied as a credit against a portion of the fees incurred by our Adviser on behalf of Land Advisers pursuant to the TRS Expense Sharing Agreement. TRS Administration Fee Allocation Under to the TRS Administration Fee Allocation, a portion of the fee owed by us to our Administrator under the Administration Agreement is allocated to Land Advisers based on the percentage of each employee’s time devoted to matters related to Land Advisers in relation to the total time such employees devoted to the Company. During the years ended December 31, 2018 and 2017, approximately $57,000 and $22,000, respectively, of the administration fee that would have otherwise been owed by us to our Administrator was allocated to Land Advisers. This administration fee is payable by Land Advisers and is included within Administration fee on the accompanying Consolidated Statements of Operations. Gladstone Securities On April 11, 2017, we entered into an agreement with Gladstone Securities for it to act as our non-exclusive agent to assist us with arranging financing for our properties (the “Financing Arrangement Agreement”). Gladstone Securities is a privately-held broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by Mr. Gladstone, who also serves on the board of managers of Gladstone Securities. Financing Arrangement Agreement We pay Gladstone Securities a financing fee in connection with the services it provides to us for securing financing on our properties. Depending on the size of the financing obtained, the maximum amount of the financing fee, which will be payable upon closing of the respective financing, will range from 0.5% to 1.0% of the amount of financing obtained. The amount of the financing fee may be reduced or eliminated as determined by us and Gladstone Securities after taking into consideration various factors, including, but not limited to, the involvement of any unrelated third-party brokers and general market conditions. During the years ended December 31, 2018 and 2017, we paid total financing fees to Gladstone Securities of approximately $83,000 and $36,000, respectively. Through December 31, 2018, the total amount of financing fees paid to Gladstone Securities represented approximately 0.12% of the total financings secured since the Financing Arrangement Agreement has been in place. Dealer-Manager Agreement On January 10, 2018, we entered into a dealer-manager agreement, which was amended and restated on May 31, 2018 (the “Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities serves as our exclusive dealer-manager in connection with the Primary Offering of our Series B Preferred Stock (each as defined in Note 7, “Equity—Series B Preferred Stock”). Pursuant to the Dealer-Manager Agreement, Gladstone Securities provides certain sales, promotional, and marketing services to us in connection with the offering of the Series B Preferred Stock, and we generally will pay Gladstone Securities: (i) selling commissions of up to 7.0% of the gross proceeds from sales of Series B Preferred Stock in the Primary Offering (the “Selling Commissions”), and (ii) a dealer-manager fee of 3.0% of the gross proceeds from sales of Series B Preferred Stock in the Primary Offering (the “Dealer-Manager Fee”). Gladstone Securities may, in its sole discretion, remit all or a portion of the Selling Commissions and may also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the Primary Offering. The terms of the Dealer-Manager Agreement were approved by our board of directors, including all of its independent directors. During the year ended December 31, 2018, we paid total Selling Commissions and Dealer-Manager Fees to Gladstone Securities in connection with sales of the Series B Preferred Stock of approximately $2.3 million (of which approximately $2.2 million were then remitted by Gladstone Securities to unrelated third-parties involved in the offering, including participating broker-dealers and wholesalers). Such fees are netted against the gross proceeds received from sales of the Series B Preferred Stock and are included within Additional paid-in capital on the accompanying Consolidated Balance Sheet. Related Party Fees The following table summarizes related-party fees paid or accrued for and reflected in our accompanying consolidated financial statements (dollars in thousands):
Related-Party Fees Due Amounts due to related parties on our accompanying Consolidated Balance Sheets as of December 31, 2018 and 2017 were as follows (dollars in thousands):
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Equity | EQUITY Amendment to Articles of Incorporation On January 10, 2018, we filed with the Maryland Department of Assessments and Taxation Articles Supplementary to reclassify and designate 6,500,000 shares of our authorized and unissued shares of capital stock as shares of Series B Preferred Stock (as defined below). The reclassification decreased the number of shares classified as common stock from 98,000,000 shares immediately prior to the reclassification to 91,500,000 shares immediately after the reclassification. Any shares of Series B Preferred Stock (as defined below) shall have the status of authorized but unissued shares of capital stock. Stockholders’ Equity As of December 31, 2018, there were 6,500,000 shares of Series B Preferred Stock (as defined below), par value $0.001 per share, authorized, with 1,144,393 shares issued and 1,144,393 shares outstanding worth an aggregate liquidation value of approximately $28.6 million; and 91,500,000 shares of common stock, par value $0.001 per share, authorized, with 17,891,340 shares issued and outstanding. As of December 31, 2017, there were 98,000,000 shares of common stock, par value $0.001 per share, authorized, with 13,791,574 shares issued and outstanding. Non-Controlling Interests in Operating Partnership We consolidate our Operating Partnership, which is a majority-owned partnership. As of December 31, 2018 and 2017, we owned approximately 96.9% and 93.2%, respectively, of the outstanding OP Units. On or after 12 months after becoming a holder of OP Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one-for-one basis. The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption. A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof. Information related to OP Units tendered for redemption during the years ended December 31, 2018 and 2017 is provided in the table below (dollars in thousands, except per-unit amounts):
See Note 11, “Subsequent Events—OP Unit Redemptions” for redemptions of OP Units subsequent to December 31, 2018. Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock. When a non-Company unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased. The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders. As of December 31, 2018 and 2017, there were 570,879 and 1,008,105 OP Units held by non-controlling limited partners outstanding, respectively. As of December 31, 2018, all of the 570,879 OP Units were eligible to be tendered for redemption. See Note 11, “Subsequent Events—OP Unit Redemptions” for redemptions of OP Units subsequent to December 31, 2018. Registration Statement On March 30, 2017, we filed a universal registration statement on Form S-3 (File No. 333-217042) with the SEC (the “2017 Registration Statement”) to replace our previous registration statement, which expired on April 1, 2017. The 2017 Registration Statement, which was declared effective by the SEC on April 12, 2017, permits us to issue up to an aggregate of $300.0 million in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more of such securities. Through December 31, 2018, we have issued a total of 5,396,030 shares of common stock (excluding 644,686 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $67.5 million and 1,144,393 shares of Series B Preferred Stock (as defined below) for gross proceeds of approximately $28.1 million under the 2017 Registration Statement. See Note 11, “Subsequent Events” for equity issuances completed subsequent to December 31, 2018. 2018 Equity Issuances Series B Preferred Stock On January 10, 2018, we filed a prospectus supplement with the SEC for a continuous public offering of 6.00% Series B Cumulative Redeemable Preferred Stock, which was terminated on May 31, 2018, with no shares being sold. On May 31, 2018, we filed a new prospectus supplement with the SEC for a continuous public offering of up to 6,000,000 shares (the “Primary Offering”) of our revised and newly-designated 6.00% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) at an offering price of $25.00 per share for gross proceeds of up to $150.0 million and net proceeds, after deducting dealer-manager fees, selling commissions, and estimated expenses of the offering payable by us, of up to approximately $131.3 million, assuming all shares of the Series B Preferred Stock are sold in the Primary Offering. The Series B Preferred Stock is being offered on a continuous, “reasonable best efforts” basis by Gladstone Securities, the dealer-manager for the Primary Offering. See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement,” for a discussion of the fees and commissions to be paid to Gladstone Securities in connection with the offering of the Series B Preferred Stock. During the year ended December 31, 2018, we sold 1,144,393 shares of the Series B Preferred Stock for gross proceeds of approximately $28.1 million and net proceeds (after deducting selling commissions and dealer-manager fees borne by us) of approximately $25.7 million. As of December 31, 2018, excluding selling commissions and dealer-manager fees, we have incurred approximately $766,000 of total costs related to this offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Consolidated Balance Sheet) and are applied against the gross proceeds received from the offering through additional paid-in capital as shares of the Series B Preferred Stock are sold. See Note 11, “Subsequent Events,” for sales of Series B Preferred Stock completed subsequent to December 31, 2018. The offering of the Series B Preferred Stock will terminate on the date (the “Termination Date”) that is the earlier of either June 1, 2023 (unless terminated earlier or extended by our Board of Directors), or the date on which all 6,000,000 shares offered in the Primary Offering are sold. There is currently no public market for shares of the Series B Preferred Stock; however, we intend to apply to list the Series B Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the offering’s Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all. Common Stock Secondary Offerings During the year ended December 31, 2018, we completed two overnight public offerings of our common stock. In March 2018, we issued a total of 1,265,000 shares (including the over-allotment option) at a public offering price of $12.15 per share, resulting in total gross proceeds of approximately $15.4 million and net proceeds (after deducting underwriting discounts and direct offering costs borne by us) of approximately $14.6 million. In December 2018, we issued 1,450,000 shares at a public offering price of $12.55 per share, resulting in gross proceeds of approximately $18.2 million and net proceeds (after deducting underwriting discounts and offering expenses borne by us) of approximately $17.3 million. At-the-Market Program On August 7, 2015, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements” or our “Sales Agreements”), as amended from time to time, with Cantor Fitzgerald & Co. and Ladenburg Thalmann & Co., Inc. (each a “Sales Agent”), under which we may issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $30.0 million (the “ATM Program”). During the year ended December 31, 2018, we issued and sold 986,955 shares of our common stock at an average sales price of $12.95 per share under the ATM Program for gross proceeds of approximately $12.8 million and net proceeds of approximately $12.6 million. Through December 31, 2018, we have issued and sold a total of 1,595,591 shares of our common stock at an average sales price of $12.87 per share for gross proceeds of approximately $20.5 million and net proceeds of approximately $20.2 million. Distributions The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us during the years ended December 31, 2018 and 2017 are reflected in the table below.
For federal income tax characterization purposes, distributions paid to stockholders may be characterized as ordinary income, capital gains, return of capital, or a combination thereof. The characterization of distributions on our preferred and common stock during each of the years ended December 31, 2018 and 2017 is reflected in the following table:
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Operating Obligations In connection with a lease amendment we executed on one of our Oregon farms in May 2017, we committed to provide up to $1.8 million of capital for anticipated improvements on the farm, including irrigation upgrades and the planting of new blueberry bushes, which improvements are expected to be completed by December 31, 2020. As stipulated in the lease amendment, we will begin earning additional rent on the cost of the improvements as the funds are disbursed by us at an initial annual rate of 6.5%, which rate is subject to annual escalations and market resets. As of December 31, 2018, we have expended or accrued approximately $921,000 related to this project. In connection with the lease we executed upon our acquisition of our two North Carolina farms in June 2017, we committed to provide up to $300,000 of capital to support additional plantings and infrastructure on the farm, which improvements are expected to be completed by June 30, 2019. As stipulated in the lease agreement, we will earn additional rent 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). As of December 31, 2018, we have expended or accrued approximately $166,000 related to this project. In connection with the lease we executed upon our acquisition of a 361-acre farm in California in August 2017, we committed to provide up to $4.0 million of capital to fund the development of additional vineyard acreage on the farm, which development is expected to be completed by March 31, 2020. As stipulated in the lease agreement, we will earn additional rent on the total cost of the improvements as the funds are disbursed by us at an initial annual rate of 6.0%, which is subject to annual escalations. As of December 31, 2018, we have expended or accrued approximately $1.5 million related to this project. In connection with a lease amendment we executed on one of our Oregon farms in May 2018, we committed to provide up to approximately $250,000 of capital for certain irrigation improvements on the farm, which are expected to be completed by June 30, 2019. As a result of this project, the lease amendment provides for additional, fixed rental payments that are subject to annual escalations. As of December 31, 2018, we have expended or accrued approximately $30,000 related to this project. In connection with the lease we executed upon our acquisition of five farms totaling 5,630 acres in Collier and Hendry Counties, Florida, in July 2018, we committed to provide up to $2.0 million of capital for certain irrigation improvements on the farms throughout the term of the lease, which expires on June 30, 2025. While no specific plans for such improvements have been developed yet, if and when any capital is deployed by us, as stipulated in the lease agreement, we will earn additional rent 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). To date, we have not expended or accrued anything related to this project. Ground Lease Obligations In connection with two farms acquired on June 1, 2017, through a leasehold interest, we assumed two ground leases under which we are the lessee (with the State of Arizona as the lessor). During the years ended December 31, 2018 and 2017, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statements of Operations) of approximately $48,000 and $31,000, respectively, as a result of these ground leases. Future minimum lease payments due under the terms of these leases as of December 31, 2018, are as follows (dollars in thousands):
Litigation In the ordinary course of business, we may be involved in legal proceedings from time to time. We are not currently subject to any material known or threatened litigation. |
Earnings (Loss) Per Share of Common Stock |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (Loss) Per Share of Common Stock | EARNINGS (LOSS) PER SHARE OF COMMON STOCK The following table sets forth the computation of basic and diluted earnings (loss) per common share for the years ended December 31, 2018 and 2017, computed using the weighted-average number of shares outstanding during the respective periods. Net Income (loss) figures are presented net of non-controlling interests in the earnings (loss) per share calculations. The non-controlling limited partners’ outstanding OP Units (which may be redeemed for shares of common stock) have been excluded from the diluted earnings (loss) per share calculation, as there would be no effect on the amounts since the non-controlling limited partners’ share of income (loss) would also be added back to net income (loss).
The weighted-average number of OP Units held by non-controlling limited partners was 809,022 and 1,358,790 for the years ended December 31, 2018 and 2017, respectively. |
Quarterly Financial Information (unaudited) |
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Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Information (unaudited) | QUARTERLY FINANCIAL INFORMATION (unaudited) The following table reflects the quarterly results of operations for the years ended December 31, 2018, and 2017 (dollars in thousands, except per share data):
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Subsequent Events |
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Subsequent Events | SUBSEQUENT EVENTS Portfolio Activity Acquisition Activity On January 22, 2019, we acquired a 695-acre farm in Lincoln County, Nebraska (“Somerset Road”), growing popcorn and edible beans for approximately $2.4 million. At closing we entered into a sale-leaseback agreement with the seller for a 5-year, triple-net lease that includes one, 5-year extension option and provides for minimum annualized, straight-line rents of approximately $126,000. We will account for this acquisition as an asset acquisition in accordance with ASC 360. Leasing Activity The following table summarizes the leasing activity that occurred on our existing properties subsequent to December 31, 2018 (dollars in thousands, except footnotes):
Financing Activity In connection with the acquisition of Somerset Road, on February 7, 2019, we entered into a new loan agreement with Premier Farm Credit, FLCA, for approximately $1.4 million. The loan is scheduled to mature on November 1, 2043, and will bear interest (before interest patronage) at a fixed rate of 5.45% per annum through November 1, 2023, thereafter converting to a variable rate unless another fixed rate is established. Gladstone Securities earned a financing fee of approximately $2,000 in connection with securing this financing. Equity Activity Series B Preferred Stock Subsequent to December 31, 2018, through the date of this filing, we have sold 454,075 shares of the Series B Preferred Stock for gross proceeds of approximately $11.2 million and net proceeds of approximately $10.2 million. Total Selling Commissions and Dealer-Manager Fees earned by Gladstone Securities as a result of these sales were approximately $1.0 million (of which approximately $954,000 was remitted by Gladstone Securities to unrelated third-parties involved in the offering, such as participating broker-dealers and wholesalers). In addition, subsequent to December 31, 2018, 600 shares of the Series B Preferred Stock were tendered for redemption at a cash redemption price of $22.50 per share. As such, we paid a total redemption price of approximately $14,000 to redeem and retire these shares. Redemption of OP Units Subsequent to December 31, 2018, through the date of this filing, an aggregate of 168,079 OP Units were tendered for redemption, and we issued 168,079 shares of common stock in exchange for 168,079 of the OP Units. Distributions On January 8, 2019, our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock:
The same amounts paid to common stockholders will be paid as distributions on each OP Unit held by non-controlling limited partners of the Operating Partnership as of the above record dates. |
Schedule III - Real Estate and Accumulated Depreciation |
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SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule III - Real Estate and Accumulated Depreciation | SCHEDULE III—REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2018 (In Thousands)
The following table reconciles the change in the balance of real estate during the years ended December 31, 2018, and 2017, respectively (dollars in thousands):
The following table reconciles the change in the balance of accumulated depreciation during the years ended December 31, 2018, and 2017, respectively (dollars in thousands):
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Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. generally-accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. |
Real Estate and Lease Intangibles | Real Estate and Lease Intangibles Our investments in real estate consist of farmland, improvements made to the farmland (consisting primarily of irrigation and drain systems and buildings), and long-lived horticulture acquired in connection with certain land purchases (consisting primarily of almond and pistachio trees, blueberry bushes, and wine vineyards). We record investments in real estate at cost and generally capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset. We expense costs of routine repairs and maintenance as such costs are incurred. We generally compute depreciation using the straight-line method over the shorter of the estimated useful life or 39 years for buildings and improvements, the shorter of the estimated useful life or 40 years for horticulture, 5 to 10 years for equipment and fixtures, and the shorter of the useful life or the remaining lease term for tenant improvements. Certain of our acquisitions involve sale-leaseback transactions with newly-originated leases, and other of our acquisitions involve the acquisition of farmland that is already being operated as rental property, in which case we will typically assume the lease in place at the time of acquisition. Prior to us early adopting Accounting Standards Update (“ASU”) 2017-01, “Clarifying the Definition of a Business” (as further described below under “—Recently-Issued Accounting Pronouncements”), acquisitions of farmland already being operated as rental property were generally considered to be business combinations under Accounting Standards Codification (“ASC”) 805, “Business Combinations.” However, after our adoption of ASU 2017-01, effective October 1, 2016, we now generally consider both types of acquisitions to be asset acquisitions under ASC 360, “Property Plant and Equipment.” Whether an acquisition is considered an asset acquisition or a business combination, both ASC 360 and ASC 805 require that the purchase price of real estate be allocated to (i) the tangible assets acquired and liabilities assumed, typically consisting of land, buildings, improvements, horticulture, and long-term debt, and, if applicable, (ii) any identifiable intangible assets and liabilities, which may consist of the values of above- and below-market leases, in-place lease values, lease origination costs, and tenant relationships, based in each case on their fair values. In addition, ASC 360 requires us to capitalize the transaction costs incurred in connection with the acquisition, whereas ASC 805 required that all costs related to the acquisition be expensed as incurred, rather than capitalized into the cost of the acquisition. Management’s estimates of fair value are made using methods similar to those used by independent appraisers, such as a sales comparison approach, a cost approach, and either an income capitalization approach or discounted cash flow analysis. Factors considered by management in its analysis include an estimate of carrying costs during hypothetical, expected lease-up periods, taking into consideration current market conditions and costs to execute similar leases. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed. In estimating carrying costs, management also includes lost reimbursement of real estate taxes, insurance, and certain other operating expenses, as well as estimates of lost rental income at market rates during the hypothetical, expected lease-up periods, which typically range from 1 to 24 months, depending on specific local market conditions. Management also estimates costs to execute similar leases, including leasing commissions, legal fees, and other related expenses, to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction. While management believes these estimates to be reasonable based on the information available at the time of acquisition, the purchase price allocation may be adjusted if management obtains more information regarding the valuations of the assets acquired or liabilities assumed. We allocate the purchase price to the fair value of the tangible assets and liabilities of an acquired property by valuing the property as if it were vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, and horticulture, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition. We record above- and below-market lease values for acquired properties based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place lease agreements, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining, non-cancelable term of the lease. When determining the non-cancelable term of the lease, we evaluate whether fixed-rate or below-market renewal options, if any, should be included. The fair value of capitalized above-market lease values, included as part of Other assets in the accompanying Consolidated Balance Sheets, is amortized as a reduction of rental income on a straight-line basis over the remaining, non-cancelable terms of the respective leases. The fair value of capitalized below-market lease values, included as part of Other liabilities in the accompanying Consolidated Balance Sheets, is amortized as an increase to rental income on a straight-line basis over the remaining, non-cancelable terms of the respective leases, including that of any fixed-price or below-market renewal options. The value of the remaining intangible assets acquired, which consists of in-place lease values, lease origination costs, and tenant relationship values, are determined based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics to be considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, prospects for developing additional business with the tenant, the tenant’s credit quality, and our expectations of lease renewals (including those existing under the terms of the current lease agreement), among other factors. The value of in-place leases and lease origination costs are amortized to amortization expense on a straight-line basis over the remaining, non-cancelable terms of the respective leases. The value of tenant relationship intangibles, which is the benefit to us resulting from the likelihood of an existing tenant renewing its lease at the existing property or entering into a lease at a different property we own, is amortized to amortization expense over the remaining lease term and any anticipated renewal periods in the respective leases. Should a tenant terminate its lease, the unamortized portion of the above intangible assets or liabilities would be charged to the appropriate income or expense account. |
Impairment of Real Estate Assets | Impairment of Real Estate Assets We account for the impairment of our tangible and identifiable intangible real estate assets in accordance with ASC 360, which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist. Such indicators may include, but are not limited to, declines in a property’s operating performance, deteriorating market conditions, vacancy rates, and environmental or legal concerns. If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property (without interest charges), including proceeds from disposition, and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable. In performing the analysis, we consider such factors as the tenants’ payment history and financial condition, the likelihood of lease renewal, agricultural and business conditions in the regions in which our farms are located, and whether there are indications that the fair value of the real estate has decreased. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the property. We evaluate our entire property portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment. As of December 31, 2018 and 2017, we concluded that none of our properties were impaired. There have been no impairments recognized on our real estate assets since our inception. |
Tenant Improvements | Tenant Improvements From time to time, our tenants may pay for improvements on certain of our properties with the ownership of the improvements remaining with us, in which case we will record the cost of such improvements as an asset (tenant improvements), along with a corresponding liability (deferred rent liability) on our balance sheet. When we are determined to be the owner of the tenant improvements, such improvements will be depreciated, and the related deferred rent liability will be amortized as an addition to rental income, each over the shorter of the useful life of the respective improvement or the remaining term of the existing lease in place. If the tenant is determined to be the owner of the tenant improvements, any tenant improvements funded by us are treated as a lease incentive and amortized as a reduction of rental income over the remaining term of the existing lease in place. In determining whether the tenant or the Company is the owner of such improvements, several factors will be considered, including, but not limited to: (i) whether the tenant or landlord retains legal title to the improvements upon expiration of the lease; (ii) whether the lease stipulates how such improvements should be treated; (iii) the uniqueness of the improvements (i.e., whether the improvements were made to meet the specific needs or for the benefit of the tenant leasing the property, or if the improvements generally increased the value or extended the useful life of the asset improved upon); (iv) the expected useful life of the improvements relative to the remaining length of the lease; (v) whether the tenant improvements are expected to have significant residual value at the end of the lease term; and (vi) whether the tenant or the Company constructs or directs construction of the improvements. The determination of who owns the improvements can be subject to significant judgment. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider cash equivalents to be all short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase, except that any such investments purchased with funds held in escrow or similar accounts are classified as restricted cash. Items classified as cash equivalents include money-market deposit accounts. Our cash and cash equivalents as of December 31, 2018 and 2017 were held in the custody of one financial institution, and our balance at times may exceed federally-insurable limits. |
Crop Inventory | Crop Inventory and Crop Sales Crop Inventory Costs incurred by Land Advisers in operating the 169-acre farm located in Ventura County, California, during 2017 and 2018 generally consisted of growing costs (including the costs of land preparation, plants, fertilizers and pesticides, and labor costs), harvesting and selling costs (including labor costs for harvesting, packaging and cooling costs, and sales commissions), and certain overhead costs (including management/oversight costs). Due to certain market conditions during the year ended December 31, 2018 (primarily the existence of bumper crops in all of the strawberry-growing regions within California), we were unable to sell all of the crops and therefore assessed the market value of such unsold crops to be zero. Accordingly, we wrote down the cost of crop inventory to its estimated net realizable value of zero and recorded a loss during the year ended December 31, 2018, of approximately $1.1 million (including accumulated costs incurred by our Adviser that were allocated to these unsold crops of approximately $31,000 (see Note 6, “Related-Party Transactions—TRS Lease Assumption—TRS Fee Arrangements—TRS Expense Sharing Agreement”)), included within Loss on write-down of inventory on the accompanying Consolidated Statement of Operations. |
Crop Sales | Crop Sales Revenues from the sale of harvested crops are recognized when the harvested crops have been delivered to the facility and title has transferred and are recorded using the market price on the date of delivery. Accumulated costs are charged to cost of products sold (based on percentage of gross revenues from sales) as the related crops are harvested and sold. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of costs incurred to obtain financing, including legal fees, origination fees, and administrative fees. Costs associated with our long-term borrowings are deferred and amortized over the terms of the respective financings using the straight-line method, which approximates the effective interest method. In the case of our lines of credit, the straight-line method is used due to the revolving nature of the financing instrument. Upon early extinguishment of any borrowings, the unamortized portion of the related deferred financing costs will be immediately charged to expense. In addition, in accordance with ASC 470, “Debt,” when a financing arrangement is amended so that the only material change is an increase in the borrowing capacity, the unamortized deferred financing costs from the prior arrangement is amortized over the term of the new arrangement. In accordance with ASU 2015-15, unamortized deferred financing costs associated with our lines of credit are reported as an asset and are included in Other assets, net on the accompanying Consolidated Balance Sheets. In accordance with ASU 2015-03, unamortized deferred financing costs related to long-term borrowings are reported as a deduction from the carrying amount of the related debt liability and are included in Notes and bonds payable, net on the accompanying Consolidated Balance Sheets. In both cases, the amortization of deferred financing costs is included as a component of interest expense on the accompanying Consolidated Statements of Operations. |
Deferred Charges | Deferred Offering Costs We account for offering costs in accordance with SEC Staff Accounting Bulletin (“SAB”) Topic 5.A., which states that incremental offering costs directly attributable to a proposed or actual offering of securities may be deferred and charged against the gross proceeds of such offering. Accordingly, costs incurred related to our ongoing equity offerings are included in Other assets, net on the accompanying Consolidated Balance Sheets and are ratably applied to the cost of equity as the related securities are issued. If an equity offering is subsequently terminated, the remaining, unallocated portion of the related deferred offering costs are charged to expense in the period such offering is aborted and recorded as General and administrative expenses on the accompanying Consolidated Statements of Operations. |
Other Assets and Other Liabilities | Other Assets and Other Liabilities Other assets, net generally consists primarily of net deferred rent assets, rents receivable, deferred offering costs, prepaid expenses, deferred financing costs associated with our lines of credit, deposits on potential real estate acquisitions, and other miscellaneous receivables. As of December 31, 2018, the balance in Other assets, net also consists of approximately $1.7 million for the cost of five industrial generators that will be used to provide power for newly-drilled wells on certain of our farms until such wells are connected to a permanent power source. Other liabilities, net consists primarily of rents received in advance and net deferred rent liabilities. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests are interests in the Operating Partnership not owned by us. We evaluate whether non-controlling interests are subject to redemption features outside of our control. As of both December 31, 2018 and 2017, the non-controlling interests in the Operating Partnership are redeemable at the option of the holder for cash or, at our election, shares of our common stock and thus are reported in the equity section of the Consolidated Balance Sheets but separate from stockholders’ equity. The amount reported for non-controlling interests on the Consolidated Statements of Operations represent the portion of income (loss) from the Operating Partnership not attributable to us. At the end of each reporting period, we determine the amount of equity (at book value) that is allocable to non-controlling interests based upon the respective ownership interests. To reflect the non-controlling interests’ equity interest in the Company, an adjustment is made to non-controlling interests, with a corresponding adjustment to paid-in capital, as reflected on the Consolidated Statements of Equity. |
Revenue Recognition | Revenue Recognition Rental revenue includes rents that each tenant pays in accordance with the terms of its respective lease, reported evenly over the non-cancelable term of the lease. Most of our leases contain rental increases at specified intervals; we recognize such revenues on a straight-line basis. Certain other leases provide for additional rental payments that are based on a percentage of the gross crop revenues earned on the farm, which we refer to as participation rents. Such contingent revenue is generally recognized when all contingencies have been resolved and when actual results become known or estimable, enabling us to estimate and/or measure our share of such gross revenues. As a result, depending on the circumstances of each lease, certain participation rents may be recognized by us in the year the crop was harvested, while other participation rents may be recognized in the year following the harvest. During the years ended December 31, 2018 and 2017, we recorded total participation rents of approximately $1.2 million and $304,000, respectively. No participation rents had been recorded prior to 2017. Deferred rent receivable, included in Other assets on the accompanying Consolidated Balance Sheets, includes the cumulative difference between rental revenue as recorded on a straight-line basis and cash rents received from the tenants in accordance with the lease terms. In addition, we determine, in our judgment, to what extent the deferred rent receivable applicable to each specific tenant is collectible. We perform a quarterly review of the net deferred rent receivable balance as it relates to straight-line rents and take into consideration the tenant’s payment history, the financial condition of the tenant, business conditions of the industry in which the tenant operates, and economic and agricultural conditions in the geographic area in which the property is located. In the event that the collectibility of deferred rent with respect to any given tenant is in doubt, we record an allowance for uncollectible accounts or record a direct write-off of the specific rent receivable. During the years ended December 31, 2018 and 2017, we wrote off approximately $108,000 and $99,000, respectively, of aggregate deferred rent asset and rent receivable balances related to early terminations of certain leases. Tenant recovery revenue includes payments received from tenants as reimbursements for certain operating expenses, such as property taxes and insurance premiums. These expenses and their subsequent reimbursements are recognized under property operating expenses as incurred and tenant recovery revenue as earned, respectively, and are recorded in the same periods. We do not record any property operating expenses or tenant recovery revenues associated with costs paid directly by our tenants for net-leased properties. |
Other Income | Other Income We record non-operating and unusual or infrequent income as Other income on our Consolidated Statements of Operations. Other income recorded for each of the years ended December 31, 2018 and 2017 was primarily from interest patronage received on certain of our long-term borrowings (see Note 4, “Borrowings,” for additional information on interest patronage recorded during each of the years ended December 31, 2018 and 2017). |
Involuntary Conversions and Property and Casualty Recovery | Involuntary Conversions and Property and Casualty Loss We account for involuntary conversions, for example, when a nonmonetary asset, such as property or equipment, is involuntarily converted to a monetary asset, such as insurance proceeds, in accordance with ASC 605, “Revenue Recognition – Gains and Losses,” which requires us to recognize a gain or a loss equal to the difference between the carrying amount of the nonmonetary asset and the amount of monetary assets received. Further, in accordance with ASC 450, “Contingencies,” if recovery of the loss is considered to be probable, we will recognize a receivable for the amount expected to be covered by insurance proceeds, not to exceed the related loss recognized, unless such amounts have been realized. |
Gain on Sale of Real Estate | Gain (Loss) on Dispositions of Real Estate Assets We recognize net (losses) or gains on disposals of real estate assets either upon the abandonment of an asset before the end of its useful life or upon the closing of a transaction (be it an outright sale of a property or the sale of a perpetual, right-of-way easement on all or a portion of a property) with the purchaser. When a real estate asset is abandoned prior to the end of its useful life, a loss is recorded in an amount equal to the net book value of the related real estate asset at the time of abandonment. In the case of a sale of a property, a gain (loss) is recorded to the extent that the total consideration received for a property is more (less) than the property’s net carrying value (plus any closing costs incurred) at the time of the sale. Gains are recognized using the full accrual method (i.e., when the collectability of the sales price is reasonably assured, we are not obligated to perform additional activities that may be considered significant, the initial investment from the buyer is sufficient, and other profit recognition criteria have been satisfied). Gains on sales of real estate assets may be deferred in whole or in part until the requirements for gain recognition have been met. |
Income Taxes | Income Taxes We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). On September 3, 2014, we filed our 2013 federal income tax return, on which we elected to be taxed as a REIT for federal income tax purposes beginning with our tax year ended December 31, 2013. As a REIT, we generally are not subject to federal corporate income taxes on amounts that we distribute to our stockholders (except income from any foreclosure property), provided that, on an annual basis, we distribute at least 90% of our REIT taxable income (excluding net capital gains) to our stockholders and meet certain other conditions. To the extent that we satisfy the annual distribution requirement but distribute less than 100% of our taxable income (including net capital gains), we will be subject to corporate income tax on our undistributed taxable income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four immediately-subsequent taxable years. Even as a REIT, we may be subject to certain state and local income and property taxes and to federal income and excise taxes on undistributed taxable income. In general, however, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income and taxes on the income generated by a TRS (such as Land Advisers), if any. Since January 1, 2013, Land Advisers has been treated as a wholly-owned TRS that is subject to federal and state income taxes. From October 17, 2017, through July 31, 2018, Land Advisers assumed the operations on one of our farms in California (see Note 6, “Related-Party Transactions—TRS Lease Assumption—TRS Fee Arrangements—TRS Expense Sharing Agreement”). There was no material taxable income or loss from Land Advisers for the tax year ended December 31, 2017, and we do not expect to have any material taxable income or loss for the tax year ended December 31, 2018. In addition, there had been no activity in Land Advisers prior to 2017. Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes,” using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis (including for operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled. In addition, we will establish valuation allowances for tax benefits when we believe it is more-likely-than-not (defined as a likelihood of more than 50%) that such assets will not be realized. We perform an annual review for any uncertain tax positions and, if necessary, will record future tax consequences of uncertain tax positions in the financial statements. An uncertain tax position is defined as a position taken or expected to be taken in a tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. |
Segment Reporting | Segment Reporting We manage our operations on an aggregated, single-segment basis for purposes of assessing performance and making operating decisions and, accordingly, have only one reporting and operating segment. |
Reclassifications | Reclassifications On the accompanying Consolidated Statements of Operations for the year ended December 31, 2017, certain property-specific costs have been reclassified from general and administrative expenses to property operating expenses, and acquisition-related expenses have been reclassified to be included within general and administrative expenses. These reclassifications had no impact on previously-reported net income, equity, or net change in cash and cash equivalents. |
Recently-Issued Accounting Pronouncements | Recently-Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which was amended in each of March, April, May, and December of 2016. ASU 2014-09, as amended, supersedes or replaces nearly all GAAP revenue recognition guidance and establishes a new, control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time and will expand disclosures about revenue. ASU 2014-09 was adopted beginning with the three months ended March 31, 2018, using the modified retrospective method (under which the cumulative effect of initially applying the guidance was recognized at the date of initial application). Our adoption of ASU 2014-09 did not (and is not expected to) have a material impact on our results of operations or financial condition, as the primary impact of this update is related to common area maintenance and other material tenant reimbursements, whereas the majority of our revenue is from rental income pursuant to net-lease agreements, with very little being attributed to tenant recoveries. The impact of ASU 2014-09 will not take effect until the new leasing standard (ASU 2016-02, as defined below) becomes effective on January 1, 2019. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842): An Amendment of the FASB Accounting Standards Codification” (“ASU 2016-02”). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee, which classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis, respectively, over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months, regardless of the classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leasing standard, ASC 840, “Leases,” and is effective on January 1, 2019, with early adoption permitted. Once we adopt ASU 2016-02, we expect our legal expenses (included within General and administrative expenses on our Consolidated Statements of Operations) to increase marginally, as the new standard requires us to expense indirect leasing costs that were previously capitalized; however, we do not expect ASU 2016-02 to materially impact our consolidated financial statements, as we currently only have two operating ground lease arrangements with terms greater than one year for which we are the lessee. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), which provides guidance on certain cash flow classification issues, with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified on the statement of cash flows. We adopted ASU 2016-15, which requires retrospective adoption, beginning with the three months ended March 31, 2018, with no material impact on our consolidated financial statements as a result. In February 2017, the FASB issued ASU 2017-05, “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets” (“ASU 2017-05”), which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and in-substance nonfinancial assets in contracts with non-customers (unless other specific guidance applies). ASU 2017-05 requires derecognition once control of a distinct nonfinancial asset or in-substance nonfinancial asset is transferred. Additionally, when a company transfers its controlling interest in a nonfinancial asset but retains a non-controlling ownership interest, any non-controlling interest received is required to be measured at fair value, and the company is required to recognize a full gain or loss on the transaction. As a result of ASU 2017-05, the guidance specific to real estate sales in ASC 360-20 will be eliminated, and partial sales of real estate assets will now be subject to the same derecognition model as all other nonfinancial assets. We adopted ASU 2017-05, which requires retrospective adoption, beginning with the three months ended March 31, 2018, and its adoption did not (and is not expected to) have a material impact on our consolidated financial statements. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||
Schedule of Crop Inventory | As of December 31, 2017, crop inventory consisted of the following (dollars in thousands, except for footnote):
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Schedule of Revenue and Cost of Sales | Revenues from the sale of harvested crops and accumulated costs allocated to the crops sold for the year ended December 31, 2018, are shown in the following table (dollars in thousands, except for footnotes):
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Real Estate and Intangible Assets (Tables) |
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Summary Information About Real Estate Properties | The following table provides certain summary information about the 85 farms we owned as of December 31, 2018 (dollars in thousands, except for footnotes):
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Summary of Components of Investments in Real Estate | The following table sets forth the components of our investments in tangible real estate assets as of December 31, 2018 and 2017 (dollars in thousands):
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Carrying Value of Lease Intangibles and Accumulated Amortization for Each Intangible Asset or Liability Class | The following table summarizes the carrying value of certain lease intangible assets and the accumulated amortization as of December 31, 2018 and 2017 (dollars in thousands):
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, 2018, and December 31, 2017 (dollars in thousands):
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Summary of Estimated Aggregate Amortization Expense and Estimated Net Impact on Rental Income | 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 rental income 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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Fair Value of Acquired Assets and Liabilities Assumed Related to Properties Acquired | The allocation of the aggregate purchase price for the farms acquired during each of the years ended December 31, 2018 and 2017 is as follows (dollars in thousands):
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Weighted Average Amortization Period for Intangible Assets Acquired and Liabilities Assumed | he 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 during the years ended December 31, 2018 and 2017:
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Operating Leases of Lessor, Leasing Activity | The following table summarizes the leasing activity that occurred on our existing properties during the year ended December 31, 2018 (dollars in thousands, except footnotes):
The following table summarizes the leasing activity that occurred on our existing properties subsequent to December 31, 2018 (dollars in thousands, except footnotes):
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Future Operating Lease Payments from Tenants under Non-Cancelable Leases | uture operating rental payments owed from tenants under all non-cancelable leases (excluding contingent rental payments, such as participation rents, and tenant reimbursement of certain expenses) for each of the five succeeding fiscal years and thereafter as of December 31, 2018, are as follows (dollars in thousands):
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Summary of Geographic Locations of Properties | he following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of December 31, 2018 and 2017 (dollars in thousands):
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2018 New Real Estate Activity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Information About Real Estate Properties | 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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2017 New Real Estate Activity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Information About Real Estate Properties | During the year ended December 31, 2017, we acquired 16 new farms, which are summarized in the table below (dollars in thousands, except for footnotes).
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Borrowings (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Borrowings | Our borrowings as of December 31, 2018 and 2017 are summarized below (dollars in thousands):
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Schedule of Aggregate Maturities | Scheduled principal payments of our aggregate notes and bonds payable as of December 31, 2018, for the succeeding years are as follows (dollars in thousands):
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MetLife Credit Facility | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Borrowings | The following table summarizes the pertinent terms of the MetLife Facility as of December 31, 2018 (dollars in thousands, except for footnotes):
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Individual Metlife Notes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Borrowings | MetLife (collectively, the “Individual MetLife Notes”), as of December 31, 2018 (dollars in thousands):
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Farm Credit West notes payable | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Borrowings | During the year ended December 31, 2018, we entered into the following loan agreements with Farm Credit (dollars in thousands):
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Farm Credit Notes Payable | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Borrowings | The following table summarizes, in the aggregate, the pertinent terms of the loans outstanding from Farm Credit (collectively, the “Farm Credit Notes Payable”) as of December 31, 2018 (dollars in thousands, except for footnotes):
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Farmer Mac Facility | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Borrowings | During the year ended December 31, 2018, we issued four bonds under the Farmer Mac Facility, the pertinent terms of which are summarized in the table below (dollars in thousands):
The following table summarizes, in the aggregate, the terms of the 16 bonds outstanding under the Farmer Mac Facility as of December 31, 2018 (dollars in thousands):
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Rabo AgriFinance, LLC | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Borrowings by Type | The following table summarizes the pertinent terms of our loan agreement with Rabo as of December 31, 2018 (dollars in thousands):
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Diversified Financial Services, LLC | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Borrowings by Type | The following table summarizes the pertinent terms of our loan agreement with Diversified Financial as of December 31, 2018 (dollars in thousands):
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Related-Party Transactions (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Management Fees, Incentive Fees and Associated Credits and Administration Fees | The following table summarizes related-party fees paid or accrued for and reflected in our accompanying consolidated financial statements (dollars in thousands):
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Details of Amounts Due to Related Parties on Our Accompanying Condensed Consolidated Balance Sheets | Amounts due to related parties on our accompanying Consolidated Balance Sheets as of December 31, 2018 and 2017 were as follows (dollars in thousands):
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Equity (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of OP Units Tendered for Redemption | Information related to OP Units tendered for redemption during the years ended December 31, 2018 and 2017 is provided in the table below (dollars in thousands, except per-unit amounts):
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Monthly Distributions Declared and Paid by Company's Board of Directors | The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us during the years ended December 31, 2018 and 2017 are reflected in the table below.
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Schedule of Distributions on Common Stock | The characterization of distributions on our preferred and common stock during each of the years ended December 31, 2018 and 2017 is reflected in the following table:
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Commitments and Contingencies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ground Lease Obligations | Future minimum lease payments due under the terms of these leases as of December 31, 2018, are as follows (dollars in thousands):
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Earnings (Loss) Per Share of Common Stock (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computation of Basic and Diluted Earnings (Loss) Per Common Share | The following table sets forth the computation of basic and diluted earnings (loss) per common share for the years ended December 31, 2018 and 2017, computed using the weighted-average number of shares outstanding during the respective periods. Net Income (loss) figures are presented net of non-controlling interests in the earnings (loss) per share calculations. The non-controlling limited partners’ outstanding OP Units (which may be redeemed for shares of common stock) have been excluded from the diluted earnings (loss) per share calculation, as there would be no effect on the amounts since the non-controlling limited partners’ share of income (loss) would also be added back to net income (loss).
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Quarterly Financial Information (unaudited) (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Information | The following table reflects the quarterly results of operations for the years ended December 31, 2018, and 2017 (dollars in thousands, except per share data):
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Subsequent Events (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating Leases of Lessor, Leasing Activity | The following table summarizes the leasing activity that occurred on our existing properties during the year ended December 31, 2018 (dollars in thousands, except footnotes):
The following table summarizes the leasing activity that occurred on our existing properties subsequent to December 31, 2018 (dollars in thousands, except footnotes):
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Monthly Distributions Declared by Company's Board of Directors | On January 8, 2019, our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock:
|
Business and Organization - Additional Information (Detail) |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Gladstone Land Limited Partnership | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Company's ownership percent (as percent) | 96.90% | 93.20% |
Land Advisers | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Company's ownership percent (as percent) | 100.00% | |
Maryland | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Company re-incorporated date | Mar. 24, 2011 | |
California | ||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||
Company originally incorporated date | Jun. 14, 1997 |
Summary of Significant Accounting Policies - Additional Information (Detail) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2018
USD ($)
a
lease
property
segment
|
Dec. 31, 2017
USD ($)
a
property
|
Jun. 11, 2018
a
|
Oct. 17, 2017
a
|
|
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Number of impaired properties | property | 0 | 0 | ||
Impairments recognized on real estate | $ 0 | |||
Restricted cash and cash equivalents | $ 0 | $ 0 | ||
Total Acres | a | 73,205 | 63,014 | ||
Crop inventory | $ 0.0 | $ 1,528,000 | ||
Loss on write-down of inventory | 1,094,000 | 0 | ||
Payment of financing fees | (675,000) | (881,000) | ||
Amortization of debt issuance costs | 582,000 | 524,000 | ||
Prepaid costs for industrial generators | 1,700,000 | |||
Participation rents | 1,210,000 | 304,000 | ||
Taxable income from taxable REIT subsidiary | $ 0 | 0 | ||
Number of reporting segments | segment | 1 | |||
Number of operating segments | segment | 1 | |||
Number of operating ground lease arrangements | lease | 2 | |||
Minimum | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Hypothetical expected lease-up periods for estimating carrying costs | 1 month | |||
Percentage of REIT taxable income to its stockholders | 90.00% | |||
Maximum | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Hypothetical expected lease-up periods for estimating carrying costs | 24 months | |||
Percentage of REIT taxable income to its stockholders | 100.00% | |||
Buildings and Improvements | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 39 years | |||
Horticulture | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 40 years | |||
Equipment and Fixtures | Minimum | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 5 years | |||
Equipment and Fixtures | Maximum | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life | 10 years | |||
Taxable REIT Subsidiary | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Allocation of overhead costs | $ 31,000 | |||
Ventura County, California | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Total Acres | a | 169 | 169 | ||
Leases Terminated Early | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||
Write off of deferred rent receivable | $ 108,000 | $ 99,000 |
Summary of Significant Accounting Policies - Schedule of Crop Inventory (Details) - USD ($) |
8 Months Ended | 12 Months Ended | |
---|---|---|---|
Jun. 30, 2018 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Property, Plant and Equipment [Line Items] | |||
Growing costs | $ 1,335,000 | ||
Overhead costs | 193,000 | ||
Total Crop inventory | $ 0.0 | 1,528,000 | |
Taxable REIT Subsidiary | |||
Property, Plant and Equipment [Line Items] | |||
Professional fees | $ 207,000 | $ 136,000 | $ 71,000 |
Summary of Significant Accounting Policies - Schedule of Crop Sales and Costs (Details) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018
USD ($)
a
|
Dec. 31, 2017
USD ($)
a
|
|
Related Party Transaction [Line Items] | ||
Total Acres | a | 73,205 | 63,014 |
Sales revenue | $ 7,325 | $ 0 |
Base management fee | 2,837 | $ 2,041 |
Taxable REIT Subsidiary | ||
Related Party Transaction [Line Items] | ||
Base management fee | 176 | |
Land Advisers | Taxable REIT Subsidiary | ||
Related Party Transaction [Line Items] | ||
Base management fee | 176 | |
Harvested Crops | ||
Related Party Transaction [Line Items] | ||
Sales revenue | 7,308 | |
Cost of sales | $ (7,680) |
Real Estate and Intangible Assets - Summary Information of Farms (Detail) $ in Thousands |
9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018
a
farm
|
Dec. 31, 2018
USD ($)
a
farm
|
Dec. 31, 2017
USD ($)
a
farm
|
Jun. 07, 2018
a
|
|
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 85 | 73 | ||
Total Acres | 73,205 | 63,014 | ||
Farm Acres | 57,744 | |||
Net Cost Basis | $ | $ 541,656 | |||
Encumbrances | $ | $ 338,226 | |||
California | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 33 | 28 | ||
Total Acres | 10,147 | 8,080 | ||
Farm Acres | 9,336 | |||
Net Cost Basis | $ | $ 249,984 | |||
Encumbrances | $ | $ 168,158 | |||
Florida | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 22 | 16 | ||
Total Acres | 17,184 | 11,006 | 26 | |
Farm Acres | 12,981 | |||
Net Cost Basis | $ | $ 154,749 | |||
Encumbrances | $ | $ 97,262 | |||
Colorado | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 10 | 10 | ||
Total Acres | 31,448 | 31,450 | ||
Farm Acres | 24,513 | |||
Net Cost Basis | $ | $ 42,098 | |||
Encumbrances | $ | $ 25,468 | |||
Arizona | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 6 | 6 | ||
Total Acres | 6,280 | 6,280 | ||
Farm Acres | 5,228 | |||
Net Cost Basis | $ | $ 53,849 | |||
Encumbrances | $ | $ 22,359 | |||
Nebraska | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 2 | 2 | ||
Total Acres | 2,559 | 2,559 | ||
Farm Acres | 2,101 | |||
Net Cost Basis | $ | $ 10,464 | |||
Encumbrances | $ | $ 7,050 | |||
Washington | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 1 | 1 | ||
Total Acres | 746 | 746 | ||
Farm Acres | 417 | |||
Net Cost Basis | $ | $ 8,845 | |||
Encumbrances | $ | $ 5,236 | |||
North Carolina | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 2 | 2 | ||
Total Acres | 310 | 310 | ||
Farm Acres | 295 | |||
Net Cost Basis | $ | $ 2,323 | |||
Encumbrances | $ | $ 1,270 | |||
Oregon | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 1 | 0 | ||
Total Acres | 3,667 | 0 | ||
Farm Acres | 2,219 | |||
Net Cost Basis | $ | $ 8,418 | |||
Encumbrances | $ | $ 5,280 | |||
Oregon | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 3 | 4 | ||
Total Acres | 418 | 2,313 | ||
Farm Acres | 363 | |||
Net Cost Basis | $ | $ 5,946 | |||
Encumbrances | $ | $ 3,375 | |||
Michigan | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 5 | 4 | ||
Total Acres | 446 | 270 | ||
Farm Acres | 291 | |||
Net Cost Basis | $ | $ 4,980 | |||
Encumbrances | $ | 2,768 | |||
Long-term mortgage notes and bonds payable | ||||
Real Estate Properties [Line Items] | ||||
Deferred financing costs related to mortgage notes and bonds payable | $ | $ 2,338 | $ 1,986 | ||
State of Arizona | Arizona | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 2 | |||
Total Acres | 1,368 | |||
Farm Acres | 1,221 | |||
Net Cost Basis | $ | $ 2,700 | |||
2017 New Real Estate Activity | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 16 | |||
Total Acres | 12,641 | |||
Encumbrances | $ | $ 75,763 | |||
2017 New Real Estate Activity | State of Arizona | Yuma, AZ | ||||
Real Estate Properties [Line Items] | ||||
No. of Farms | farm | 2 | |||
Total Acres | 1,368 |
Real Estate and Intangible Assets - Summary of Components of Investments in Real Estate (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Real estate: | ||
Land and land improvements | $ 417,310 | $ 356,316 |
Irrigation systems | 71,583 | 50,282 |
Horticulture | 48,894 | 34,803 |
Farm-related facilities | 18,510 | 18,191 |
Other site improvements | 6,707 | 6,551 |
Real estate, at gross cost | 563,004 | 466,143 |
Accumulated depreciation | (24,051) | (16,657) |
Real estate, net | 538,953 | 449,486 |
Depreciation | 8,200 | 6,200 |
Tenant improvements | 2,400 | |
Tenant improvements, depreciation expense and rental revenue | $ 334 | $ 220 |
Real Estate and Intangible Assets - Carrying Value of Lease Intangibles and Accumulated Amortization for Each Intangible Asset or Liability Class (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Amortization Expense | $ 5,686 | $ 5,492 |
Amortization of intangible assets | 1,100 | |
Lease intangibles: | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 7,921 | 6,878 |
Accumulated amortization | (2,235) | (1,386) |
Estimated Amortization Expense | 5,686 | 5,492 |
Leasehold interest – land | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 3,498 | 3,498 |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 2,046 | 1,451 |
Leasing costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 1,963 | 1,490 |
Tenant relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 414 | $ 439 |
Real Estate and Intangible Assets - Carrying Value of Lease Intangible Assets or Liabilities in Other Assets and Other Liabilities (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of above-market lease values and deferred revenues | $ 13 | $ 10 |
Below market lease, period increase (decrease) | 77 | 63 |
Above-market lease values and lease incentives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | 126 | 26 |
Accumulated amortization | (18) | (5) |
Below-market lease values and deferred revenue | ||
Finite-Lived Intangible Assets [Line Items] | ||
Below market lease, gross | (917) | (823) |
Below market lease, accumulated amortization | 202 | 125 |
Net Below-Market Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets liabilities gross | (791) | (797) |
Finite lived intangible assets accumulated amortization and accretion | $ (184) | $ (120) |
Real Estate and Intangible Assets - Summary of Estimated Aggregate Amortization Expense and Estimated Net Impact on Rental Income (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Real Estate [Abstract] | ||
Estimated Amortization Expense, 2019 | $ 959 | |
Estimated Amortization Expense, 2020 | 754 | |
Estimated Amortization Expense, 2021 | 549 | |
Estimated Amortization Expense, 2022 | 341 | |
Estimated Amortization Expense, 2023 | 299 | |
Estimated Amortization Expense, Thereafter | 2,784 | |
Estimated Amortization Expense | 5,686 | $ 5,492 |
Estimated Net Increase in Rental Revenue, 2019 | 113 | |
Estimated Net Increase in Rental Revenue, 2020 | 27 | |
Estimated Net Increase in Rental Revenue, 2021 | 32 | |
Estimated Net Increase in Rental Revenue, 2022 | 33 | |
Estimated Net Increase in Rental Revenue, 2023 | 30 | |
Estimated Net Increase in Rental Revenue, Thereafter | 372 | |
Estimated Net Increase to Rental Income | $ 607 |
Real Estate and Intangible Assets - 2018 Acquisitions (Details) $ in Thousands |
1 Months Ended | 12 Months Ended | |
---|---|---|---|
Jul. 31, 2018
USD ($)
a
|
Dec. 31, 2018
USD ($)
a
option
farm
|
Dec. 31, 2017
USD ($)
a
farm
|
|
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 85 | 73 | |
Total Acres | a | 73,205 | 63,014 | |
New Long-term Debt | $ 338,226 | ||
Payments to develop real estate assets | 22,605 | $ 5,211 | |
Rental Revenue | $ 29,322 | $ 25,111 | |
2018 New Real Estate Activity | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 13 | ||
Total Acres | a | 12,114 | ||
Total Purchase Price | $ 91,426 | ||
Acquisition Costs | 466 | ||
Annualized Straight-line Rent | 4,581 | ||
New Long-term Debt | 49,893 | ||
Rental Revenue | 1,600 | ||
Real estate properties earnings recognized | $ 290 | ||
2018 New Real Estate Activity | Taft Highway | Kern, CA | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | ||
Acquisition Date | Jan. 31, 2018 | ||
Total Acres | a | 161 | ||
Number of Renewal Options | option | 0 | ||
Total Purchase Price | $ 2,945 | ||
Acquisition Costs | 32 | ||
Annualized Straight-line Rent | 0 | ||
New Long-term Debt | $ 1,473 | ||
2018 New Real Estate Activity | Cemetery Road | Van Buren, MI | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | ||
Acquisition Date | Mar. 13, 2018 | ||
Total Acres | a | 176 | ||
Number of Renewal Options | option | 0 | ||
Total Purchase Price | $ 2,100 | ||
Acquisition Costs | 39 | ||
Annualized Straight-line Rent | 150 | ||
New Long-term Debt | $ 1,260 | ||
2018 New Real Estate Activity | Owl Hammock | Collier & Hendry, FL | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 5 | ||
Acquisition Date | Jul. 12, 2018 | ||
Total Acres | a | 5,630 | 5,630 | |
Number of Renewal Options | option | 2 | ||
Term of Renewal | 5 years | ||
Total Purchase Price | $ 37,350 | ||
Acquisition Costs | 196 | ||
Annualized Straight-line Rent | 2,148 | ||
New Long-term Debt | $ 22,410 | ||
Payments to develop real estate assets | $ 2,000 | ||
2018 New Real Estate Activity | Plantation Road | Jackson, FL | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | ||
Acquisition Date | Sep. 06, 2018 | ||
Total Acres | a | 574 | ||
Number of Renewal Options | option | 0 | ||
Total Purchase Price | $ 2,600 | ||
Acquisition Costs | 35 | ||
Annualized Straight-line Rent | 142 | ||
New Long-term Debt | $ 1,560 | ||
2018 New Real Estate Activity | Flint Avenue | Kings, CA | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 2 | ||
Acquisition Date | Sep. 13, 2018 | ||
Total Acres | a | 194 | ||
Number of Renewal Options | option | 1 | ||
Term of Renewal | 5 years | ||
Total Purchase Price | $ 6,850 | ||
Acquisition Costs | 51 | ||
Annualized Straight-line Rent | 523 | ||
New Long-term Debt | $ 4,110 | ||
2018 New Real Estate Activity | Sunnyside Avenue | Madera, CA | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | ||
Acquisition Date | Nov. 01, 2018 | ||
Total Acres | a | 951 | ||
Number of Renewal Options | option | 2 | ||
Term of Renewal | 5 years | ||
Total Purchase Price | $ 23,000 | ||
Acquisition Costs | 41 | ||
Annualized Straight-line Rent | 1,237 | ||
New Long-term Debt | $ 13,800 | ||
2018 New Real Estate Activity | Bunker Hill | Hartley, TX | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | ||
Acquisition Date | Nov. 20, 2018 | ||
Total Acres | a | 3,667 | ||
Number of Renewal Options | option | 0 | ||
Total Purchase Price | $ 8,400 | ||
Acquisition Costs | 32 | ||
Annualized Straight-line Rent | 356 | ||
New Long-term Debt | 5,280 | ||
Credit provided by seller | $ 100 | ||
2018 New Real Estate Activity | Olsen Road | Merced, CA | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | ||
Acquisition Date | Dec. 06, 2018 | ||
Total Acres | a | 761 | ||
Total Purchase Price | $ 8,181 | ||
Acquisition Costs | 40 | ||
Annualized Straight-line Rent | 25 | ||
New Long-term Debt | 0 | ||
Initial rent payment received | $ 471 | ||
Weighted average | 2018 New Real Estate Activity | Cemetery Road | Van Buren, MI | |||
Real Estate Properties [Line Items] | |||
Lease Term | 9 years 7 months 6 days | ||
Weighted average | 2018 New Real Estate Activity | Owl Hammock | Collier & Hendry, FL | |||
Real Estate Properties [Line Items] | |||
Lease Term | 6 years 11 months 19 days | ||
Weighted average | 2018 New Real Estate Activity | Plantation Road | Jackson, FL | |||
Real Estate Properties [Line Items] | |||
Lease Term | 2 years 3 months 25 days | ||
Weighted average | 2018 New Real Estate Activity | Flint Avenue | Kings, CA | |||
Real Estate Properties [Line Items] | |||
Lease Term | 15 years 3 months 18 days | ||
Weighted average | 2018 New Real Estate Activity | Sunnyside Avenue | Madera, CA | |||
Real Estate Properties [Line Items] | |||
Lease Term | 8 years | ||
Weighted average | 2018 New Real Estate Activity | Bunker Hill | Hartley, TX | |||
Real Estate Properties [Line Items] | |||
Lease Term | 1 year 1 month 6 days | ||
Weighted average | 2018 New Real Estate Activity | Olsen Road | Merced, CA | |||
Real Estate Properties [Line Items] | |||
Lease Term | 10 months 24 days | ||
Lease One | 2018 New Real Estate Activity | Olsen Road | Merced, CA | |||
Real Estate Properties [Line Items] | |||
Number of Renewal Options | option | 3 | ||
Term of Renewal | 5 years | ||
Lease Two | 2018 New Real Estate Activity | Olsen Road | Merced, CA | |||
Real Estate Properties [Line Items] | |||
Number of Renewal Options | option | 1 | ||
Term of Renewal | 3 years |
Real Estate and Intangible Assets - 2017 Acquisitions (Detail) $ in Thousands |
1 Months Ended | 9 Months Ended | 12 Months Ended | 14 Months Ended | ||||
---|---|---|---|---|---|---|---|---|
Aug. 09, 2017
USD ($)
|
Jun. 01, 2017
lease
|
Aug. 31, 2017
USD ($)
a
|
Sep. 30, 2018
a
farm
|
Dec. 31, 2018
USD ($)
a
option
farm
|
Dec. 31, 2017
USD ($)
a
option
farm
|
Sep. 30, 2018
USD ($)
a
|
Sep. 30, 2017
a
lease
|
|
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 85 | 73 | ||||||
Total Acres | a | 73,205 | 63,014 | ||||||
New Long-term Debt | $ 338,226 | |||||||
Number of leases | lease | 2 | |||||||
Payments to develop real estate assets | 22,605 | $ 5,211 | ||||||
Rental Revenue | $ 29,322 | $ 25,111 | ||||||
Arizona | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 6 | 6 | ||||||
Total Acres | a | 6,280 | 6,280 | ||||||
New Long-term Debt | $ 22,359 | |||||||
Rental Revenue | 2,041 | $ 1,572 | ||||||
Arizona | State of Arizona | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 2 | |||||||
Total Acres | a | 1,368 | 1,368 | ||||||
2017 New Real Estate Activity | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 16 | |||||||
Total Acres | a | 12,641 | |||||||
Total Purchase Price | $ 128,672 | |||||||
Acquisition Costs | 554 | |||||||
Annualized Straight-line Rent | 7,108 | |||||||
New Long-term Debt | 75,763 | |||||||
Rental Revenue | 4,500 | |||||||
Earnings | $ 1,100 | |||||||
2017 New Real Estate Activity | Yuma, AZ | State of Arizona | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 2 | |||||||
Total Acres | a | 1,368 | |||||||
2017 New Real Estate Activity | Arizona | State of Arizona | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of in-place leases assumed | lease | 4 | |||||||
Number of in-place agricultural leases assumed | lease | 3 | |||||||
2017 New Real Estate Activity | Citrus Boulevard | Martin, FL | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 1 | |||||||
Acquisition Date | Jan. 12, 2017 | |||||||
Total Acres | a | 3,748 | |||||||
Lease Term | 7 years | |||||||
Number of Renewal Options | option | 3 | |||||||
Term of Renewal | 5 years | |||||||
Total Purchase Price | $ 54,000 | |||||||
Acquisition Costs | 80 | |||||||
Annualized Straight-line Rent | 2,926 | |||||||
New Long-term Debt | $ 32,400 | |||||||
2017 New Real Estate Activity | Spot Road | Yuma, AZ | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 4 | |||||||
Acquisition Date | Jun. 01, 2017 | |||||||
Total Acres | a | 3,280 | |||||||
Lease Term | 8 years 6 months 19 days | |||||||
Total Purchase Price | $ 27,500 | |||||||
Acquisition Costs | 88 | |||||||
Annualized Straight-line Rent | 1,673 | |||||||
New Long-term Debt | $ 15,300 | |||||||
2017 New Real Estate Activity | Spot Road | Yuma, AZ | Lease One | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of Renewal Options | option | 1 | |||||||
Term of Renewal | 10 years | |||||||
2017 New Real Estate Activity | Spot Road | Yuma, AZ | Lease Two | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of Renewal Options | option | 1 | |||||||
Term of Renewal | 2 years | |||||||
2017 New Real Estate Activity | Poplar Street | Bladen, NC | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 2 | |||||||
Acquisition Date | Jun. 02, 2017 | |||||||
Total Acres | a | 310 | |||||||
Lease Term | 9 years 6 months 29 days | |||||||
Number of Renewal Options | option | 1 | |||||||
Term of Renewal | 5 years | |||||||
Total Purchase Price | $ 2,169 | |||||||
Acquisition Costs | 49 | |||||||
Annualized Straight-line Rent | 122 | |||||||
New Long-term Debt | $ 1,301 | |||||||
2017 New Real Estate Activity | Phelps Avenue | Fresno, CA | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 4 | |||||||
Acquisition Date | Jul. 17, 2017 | |||||||
Total Acres | a | 847 | |||||||
Lease Term | 10 years 3 months 15 days | |||||||
Number of Renewal Options | option | 1 | |||||||
Term of Renewal | 5 years | |||||||
Total Purchase Price | $ 13,603 | |||||||
Acquisition Costs | 43 | |||||||
Annualized Straight-line Rent | 681 | |||||||
New Long-term Debt | $ 8,162 | |||||||
2017 New Real Estate Activity | Parrot Avenue | Okeechobee, FL | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 1 | |||||||
Acquisition Date | Aug. 09, 2017 | |||||||
Total Acres | a | 1,884 | 1,910 | ||||||
Lease Term | 6 months 17 days | |||||||
Number of Renewal Options | option | 0 | |||||||
Total Purchase Price | $ 9,700 | |||||||
Acquisition Costs | 67 | |||||||
Annualized Straight-line Rent | 488 | |||||||
New Long-term Debt | $ 5,820 | |||||||
Payments to develop real estate assets | $ 2,500 | $ 2,500 | ||||||
2017 New Real Estate Activity | Parrot Avenue | Okeechobee, FL | Tenant Two | ||||||||
Real Estate Properties [Line Items] | ||||||||
Lease Term | 6 years | |||||||
Number of Renewal Options | option | 2 | |||||||
Term of Renewal | 6 years | |||||||
Annualized Straight-line Rent | $ 542 | |||||||
2017 New Real Estate Activity | Parrot Avenue | Okeechobee, FL | Tenant One | ||||||||
Real Estate Properties [Line Items] | ||||||||
Lease Term | 7 months | |||||||
2017 New Real Estate Activity | Cat Canyon Road | Santa Barbara, CA | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 1 | |||||||
Acquisition Date | Aug. 30, 2017 | |||||||
Total Acres | a | 361 | 361 | ||||||
Lease Term | 9 years 9 months 4 days | |||||||
Number of Renewal Options | option | 2 | |||||||
Term of Renewal | 5 years | |||||||
Total Purchase Price | $ 5,375 | |||||||
Acquisition Costs | 112 | |||||||
Annualized Straight-line Rent | 322 | |||||||
New Long-term Debt | $ 3,225 | |||||||
Payments to develop real estate assets | $ 4,000 | |||||||
2017 New Real Estate Activity | Oasis Road | Walla Walla, WA | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 1 | |||||||
Acquisition Date | Sep. 08, 2017 | |||||||
Total Acres | a | 746 | |||||||
Lease Term | 6 years 3 months 7 days | |||||||
Number of Renewal Options | option | 0 | |||||||
Total Purchase Price | $ 9,500 | |||||||
Acquisition Costs | 45 | |||||||
Annualized Straight-line Rent | 480 | |||||||
New Long-term Debt | $ 5,460 | |||||||
2017 New Real Estate Activity | JJ Road | Baca, CO | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 1 | |||||||
Acquisition Date | Oct. 02, 2017 | |||||||
Total Acres | a | 1,280 | |||||||
Lease Term | 4 years 3 months | |||||||
Number of Renewal Options | option | 1 | |||||||
Term of Renewal | 5 years | |||||||
Total Purchase Price | $ 900 | |||||||
Acquisition Costs | 26 | |||||||
Annualized Straight-line Rent | 52 | |||||||
New Long-term Debt | $ 540 | |||||||
2017 New Real Estate Activity | Jayne Avenue | Fresno, CA | ||||||||
Real Estate Properties [Line Items] | ||||||||
No. of Farms | farm | 1 | |||||||
Acquisition Date | Dec. 15, 2017 | |||||||
Total Acres | a | 159 | |||||||
Lease Term | 19 years 10 months 17 days | |||||||
Number of Renewal Options | option | 2 | |||||||
Term of Renewal | 5 years | |||||||
Total Purchase Price | $ 5,925 | |||||||
Acquisition Costs | 44 | |||||||
Annualized Straight-line Rent | 364 | |||||||
New Long-term Debt | $ 3,555 | |||||||
February 2022 | 2017 New Real Estate Activity | Yuma, AZ | State of Arizona | ||||||||
Real Estate Properties [Line Items] | ||||||||
Total Acres | a | 485 | |||||||
February 2025 | 2017 New Real Estate Activity | Yuma, AZ | State of Arizona | ||||||||
Real Estate Properties [Line Items] | ||||||||
Total Acres | a | 883 | |||||||
June 2019 | 2017 New Real Estate Activity | Arizona | State of Arizona | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of in-place agricultural leases assumed | lease | 1 | |||||||
September 2026 | 2017 New Real Estate Activity | Arizona | State of Arizona | ||||||||
Real Estate Properties [Line Items] | ||||||||
Number of in-place agricultural leases assumed | lease | 2 |
Real Estate and Intangible Assets - Purchase Price Allocations (Detail) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
2018 New Real Estate Activity | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ 91,426 | |
2018 New Real Estate Activity | Irrigation Systems | ||
Business Acquisition [Line Items] | ||
Total purchase price | 4,313 | |
2018 New Real Estate Activity | Horticulture | ||
Business Acquisition [Line Items] | ||
Total purchase price | 13,288 | |
2018 New Real Estate Activity | Other Improvements | ||
Business Acquisition [Line Items] | ||
Total purchase price | 0 | |
2018 New Real Estate Activity | Leasehold Interest – Land | ||
Business Acquisition [Line Items] | ||
Total purchase price | 0 | |
2018 New Real Estate Activity | In-place Leases | ||
Business Acquisition [Line Items] | ||
Total purchase price | 763 | |
2018 New Real Estate Activity | Leasing Costs | ||
Business Acquisition [Line Items] | ||
Total purchase price | 526 | |
2018 New Real Estate Activity | Net Below-Market Leases | ||
Business Acquisition [Line Items] | ||
Total purchase price | (95) | |
2018 New Real Estate Activity | Land and Land Improvements | ||
Business Acquisition [Line Items] | ||
Total purchase price | 72,508 | |
2018 New Real Estate Activity | Farm-related Facilities | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ 123 | |
2017 New Real Estate Activity | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ 128,672 | |
2017 New Real Estate Activity | Irrigation Systems | ||
Business Acquisition [Line Items] | ||
Total purchase price | 11,844 | |
2017 New Real Estate Activity | Horticulture | ||
Business Acquisition [Line Items] | ||
Total purchase price | 16,213 | |
2017 New Real Estate Activity | Other Improvements | ||
Business Acquisition [Line Items] | ||
Total purchase price | 835 | |
2017 New Real Estate Activity | Leasehold Interest – Land | ||
Business Acquisition [Line Items] | ||
Total purchase price | 3,488 | |
2017 New Real Estate Activity | In-place Leases | ||
Business Acquisition [Line Items] | ||
Total purchase price | 486 | |
2017 New Real Estate Activity | Leasing Costs | ||
Business Acquisition [Line Items] | ||
Total purchase price | 508 | |
2017 New Real Estate Activity | Net Below-Market Leases | ||
Business Acquisition [Line Items] | ||
Total purchase price | (23) | |
2017 New Real Estate Activity | Land and Land Improvements | ||
Business Acquisition [Line Items] | ||
Total purchase price | 92,516 | |
2017 New Real Estate Activity | Farm-related Facilities | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ 2,805 |
Real Estate and Intangible Assets - Weighted Average Amortization Period for Intangible Assets Acquired and Liabilities Assumed (Detail) |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Acquired Finite-Lived Intangible Assets [Line Items] | ||
All intangible assets and liabilities | 6 years | 7 years |
Leasehold interest – land | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
All intangible assets and liabilities | 0 years | 6 years 10 months 24 days |
In-place leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
All intangible assets and liabilities | 5 years 10 months 24 days | 6 years 3 months 18 days |
Leasing costs | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
All intangible assets and liabilities | 6 years 10 months 24 days | 8 years 9 months 18 days |
Above-market lease values and lease incentives | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
All intangible assets and liabilities | 0 years | 5 years 4 months 24 days |
Below-market lease values and other deferred revenues | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
All intangible assets and liabilities | 1 year 1 month 6 days | 4 years 8 months 12 days |
Real Estate and Intangible Assets - Significant Existing Real Estate Activity (Detail) |
12 Months Ended | |||
---|---|---|---|---|
Jun. 01, 2017
lease
|
Dec. 31, 2018
USD ($)
a
lease
|
Dec. 31, 2017
USD ($)
a
|
Mar. 31, 2018
USD ($)
|
|
Real Estate Properties [Line Items] | ||||
Number of Leases | 2 | |||
Total Farm Acres | a | 73,205 | 63,014 | ||
Arizona, California, Florida and Michigan | ||||
Real Estate Properties [Line Items] | ||||
Number of Leases | 9 | |||
Total Farm Acres | a | 3,659 | |||
Leases Terminated Early | ||||
Real Estate Properties [Line Items] | ||||
Write off of deferred rent receivable | $ | $ 108,000 | $ 99,000 | ||
Deferred rent liability | $ | $ 84,000 | |||
Prior Leases | Arizona, California, Florida and Michigan | ||||
Real Estate Properties [Line Items] | ||||
Total Annualized Straight-line Rent | $ | $ 1,742,000 | |||
Number of Leases with Participation Rents | 1 | |||
Lease Structures, Number of NNN Leases | 4 | |||
Lease Structures, Number of NN Leases | 5 | |||
New Leases | Arizona, California, Florida and Michigan | ||||
Real Estate Properties [Line Items] | ||||
Total Annualized Straight-line Rent | $ | $ 2,001,000 | |||
Number of Leases with Participation Rents | 4 | |||
Lease Term | 5 years 3 months 18 days | |||
Lease Structures, Number of NNN Leases | 7 | |||
Lease Structures, Number of NN Leases | 2 | |||
Capital Commitment | ||||
Real Estate Properties [Line Items] | ||||
Commitment to provide capital | $ | $ 600,000 |
Real Estate and Intangible Assets - Property Dispositions (Details) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Jul. 10, 2018
USD ($)
a
|
Jun. 07, 2018
USD ($)
a
|
Dec. 31, 2018
USD ($)
a
|
Dec. 31, 2017
USD ($)
a
|
|
Real Estate Properties [Line Items] | ||||
Total Acres | a | 73,205 | 63,014 | ||
Proceeds from dispositions of real estate assets | $ 132 | $ 3,834 | ||
Florida | ||||
Real Estate Properties [Line Items] | ||||
Total Acres | a | 26 | 17,184 | 11,006 | |
Proceeds from dispositions of real estate assets | $ 132 | |||
Morrow County, OR | ||||
Real Estate Properties [Line Items] | ||||
Total Acres | a | 1,895 | |||
Proceeds from dispositions of real estate assets | $ 20,500 | |||
Closing costs and write-off of deferred rent | 154 | |||
Gain on sale of properties | $ 6,400 |
Real Estate and Intangible Assets - Project Completions (Detail) $ in Thousands |
3 Months Ended | 12 Months Ended | 14 Months Ended | |||
---|---|---|---|---|---|---|
Mar. 31, 2018
USD ($)
|
Dec. 31, 2018
USD ($)
a
|
Dec. 31, 2017
USD ($)
a
|
Sep. 30, 2018
USD ($)
|
Jun. 07, 2018
a
|
Aug. 31, 2017
a
|
|
Real Estate Properties [Line Items] | ||||||
Total Acres | a | 73,205 | 63,014 | ||||
Payments to develop real estate assets | $ 22,605 | $ 5,211 | ||||
Gain (loss) on dispositions of real estate assets, net | $ 5,532 | $ (21) | ||||
Florida | ||||||
Real Estate Properties [Line Items] | ||||||
Total Acres | a | 17,184 | 11,006 | 26 | |||
Colorado | ||||||
Real Estate Properties [Line Items] | ||||||
Payments for capital improvements | $ 1,400 | |||||
Additional annualized straight-line rental income | $ 104 | |||||
Total Acres | a | 31,448 | 31,450 | ||||
Gain (loss) on dispositions of real estate assets, net | $ 433 | |||||
2017 New Real Estate Activity | ||||||
Real Estate Properties [Line Items] | ||||||
Total Acres | a | 12,641 | |||||
2017 New Real Estate Activity | Florida | ||||||
Real Estate Properties [Line Items] | ||||||
Payments for capital improvements | $ 748 | |||||
Additional annualized straight-line rental income | 75 | |||||
2017 New Real Estate Activity | Parrot Avenue | Okeechobee, FL | ||||||
Real Estate Properties [Line Items] | ||||||
Additional annualized straight-line rental income | 138 | |||||
Total Acres | a | 1,910 | 1,884 | ||||
Payments to develop real estate assets | 2,500 | $ 2,500 | ||||
Diversified Financial Services, LLC | Colorado | ||||||
Real Estate Properties [Line Items] | ||||||
Debt instrument, face amount | $ 1,295 |
Real Estate and Intangible Assets - Property and Casualty Loss (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Real Estate Properties [Line Items] | ||
Property and casualty loss | $ 194 | $ 0 |
Arizona | ||
Real Estate Properties [Line Items] | ||
Cost of capitalized and expensed repairs and maintenance | 81 | |
Cost of Property Repairs and Maintenance | 47 | |
Real Estate Repair Cost Capitalized | 34 | |
Arizona and Florida | ||
Real Estate Properties [Line Items] | ||
Property and casualty loss | $ 194 |
Real Estate and Intangible Assets - Future Operating Lease Payments from Tenants under Non-Cancelable Leases (Detail) $ in Thousands |
Dec. 31, 2018
USD ($)
|
---|---|
Real Estate [Abstract] | |
Tenant lease payments, 2019 | $ 30,290 |
Tenant lease payments, 2020 | 26,917 |
Tenant lease payments, 2021 | 20,980 |
Tenant lease payments, 2022 | 19,775 |
Tenant lease payments, 2023 | 19,413 |
Tenant lease payments, thereafter | 59,934 |
Tenant lease payments, total | $ 177,309 |
Real Estate and Intangible Assets - Portfolio Diversification (Detail) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018
USD ($)
a
farm
region
|
Dec. 31, 2017
USD ($)
a
farm
|
Jun. 07, 2018
a
|
|
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 85 | 73 | |
Total Acres | a | 73,205 | 63,014 | |
% of Total Acres | 100.00% | 100.00% | |
Rental Revenue | $ | $ 29,322 | $ 25,111 | |
% of Total Rental Revenue | 100.00% | 100.00% | |
California | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 33 | 28 | |
Total Acres | a | 10,147 | 8,080 | |
% of Total Acres | 13.80% | 12.80% | |
Rental Revenue | $ | $ 13,637 | $ 12,006 | |
% of Total Rental Revenue | 46.50% | 47.80% | |
Number of regions farms are located | region | 4 | ||
Florida | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 22 | 16 | |
Total Acres | a | 17,184 | 11,006 | 26 |
% of Total Acres | 23.50% | 17.50% | |
Rental Revenue | $ | $ 8,132 | $ 6,585 | |
% of Total Rental Revenue | 27.70% | 26.20% | |
Colorado | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 10 | 10 | |
Total Acres | a | 31,448 | 31,450 | |
% of Total Acres | 42.90% | 49.90% | |
Rental Revenue | $ | $ 2,743 | $ 2,704 | |
% of Total Rental Revenue | 9.40% | 10.80% | |
Arizona | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 6 | 6 | |
Total Acres | a | 6,280 | 6,280 | |
% of Total Acres | 8.60% | 10.00% | |
Rental Revenue | $ | $ 2,041 | $ 1,572 | |
% of Total Rental Revenue | 7.00% | 6.30% | |
Oregon | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 3 | 4 | |
Total Acres | a | 418 | 2,313 | |
% of Total Acres | 0.60% | 3.70% | |
Rental Revenue | $ | $ 893 | $ 1,189 | |
% of Total Rental Revenue | 3.00% | 4.70% | |
Washington | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 1 | 1 | |
Total Acres | a | 746 | 746 | |
% of Total Acres | 1.10% | 1.10% | |
Rental Revenue | $ | $ 718 | $ 152 | |
% of Total Rental Revenue | 2.40% | 0.60% | |
Nebraska | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 2 | 2 | |
Total Acres | a | 2,559 | 2,559 | |
% of Total Acres | 3.50% | 4.10% | |
Rental Revenue | $ | $ 580 | $ 580 | |
% of Total Rental Revenue | 2.00% | 2.30% | |
Michigan | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 5 | 4 | |
Total Acres | a | 446 | 270 | |
% of Total Acres | 0.60% | 0.40% | |
Rental Revenue | $ | $ 370 | $ 249 | |
% of Total Rental Revenue | 1.30% | 1.00% | |
North Carolina | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 2 | 2 | |
Total Acres | a | 310 | 310 | |
% of Total Acres | 0.40% | 0.50% | |
Rental Revenue | $ | $ 148 | $ 74 | |
% of Total Rental Revenue | 0.50% | 0.30% | |
Oregon | |||
Real Estate Properties [Line Items] | |||
Number of Farms | farm | 1 | 0 | |
Total Acres | a | 3,667 | 0 | |
% of Total Acres | 5.00% | 0.00% | |
Rental Revenue | $ | $ 60 | $ 0 | |
% of Total Rental Revenue | 0.20% | 0.00% |
Real Estate and Intangible Assets - Concentrations (Narrative) (Detail) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018
USD ($)
tenant
farm
|
Dec. 31, 2017
USD ($)
farm
|
|
Real Estate Properties [Line Items] | ||
Number of tenants | tenant | 63 | |
Number of farms | farm | 85 | 73 |
Rental Revenue | $ | $ 29,322 | $ 25,111 |
% of Total Rental Revenue | 100.00% | 100.00% |
California | ||
Real Estate Properties [Line Items] | ||
Number of farms | farm | 33 | 28 |
Rental Revenue | $ | $ 13,637 | $ 12,006 |
% of Total Rental Revenue | 46.50% | 47.80% |
Florida | ||
Real Estate Properties [Line Items] | ||
Number of farms | farm | 22 | 16 |
Rental Revenue | $ | $ 8,132 | $ 6,585 |
% of Total Rental Revenue | 27.70% | 26.20% |
Tenant A | ||
Real Estate Properties [Line Items] | ||
Number of farms | farm | 5 | |
Rental Revenue | $ | $ 4,400 | |
% of Total Rental Revenue | 15.10% |
Borrowings - Summary of Borrowings (Detail) $ in Thousands |
1 Months Ended | 3 Months Ended | 12 Months Ended | |
---|---|---|---|---|
Apr. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2018
USD ($)
farm
|
Dec. 31, 2017
USD ($)
farm
|
|
Debt Instrument [Line Items] | ||||
Total borrowings, net | $ 335,888 | $ 301,002 | ||
Number of farms | farm | 85 | 73 | ||
Aggregate net book value | $ 541,656 | |||
Weighted average interest rate on borrowings (as percent) | 3.70% | 3.31% | ||
Farm Credit Central Florida notes payable | ||||
Debt Instrument [Line Items] | ||||
Total borrowings, gross | $ 23,884 | |||
Interest rate (as percent) | 4.29% | |||
Reduction in interest rate (as percent) | (15.10%) | (18.00%) | ||
Reduction in basis points (as percent) | 0.58% | 0.71% | ||
Notes and bonds payable, net | ||||
Debt Instrument [Line Items] | ||||
Total borrowings, gross | $ 338,126 | $ 292,988 | ||
Deferred financing costs related to mortgage notes and bonds payable | (2,338) | (1,986) | ||
Total borrowings, net | 335,788 | 291,002 | ||
Notes payable to bank | Fixed-rate notes payable | ||||
Debt Instrument [Line Items] | ||||
Total borrowings, gross | $ 247,249 | 208,469 | ||
Notes payable to bank | Fixed-rate notes payable | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as percent) | 3.16% | |||
Notes payable to bank | Fixed-rate notes payable | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as percent) | 5.70% | |||
Notes payable to bank | Fixed-rate notes payable | Weighted average | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as percent) | 3.96% | |||
Bonds payable | Fixed-rate bonds payable | ||||
Debt Instrument [Line Items] | ||||
Total borrowings, gross | $ 90,877 | 84,519 | ||
Bonds payable | Fixed-rate bonds payable | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as percent) | 2.80% | |||
Bonds payable | Fixed-rate bonds payable | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as percent) | 4.57% | |||
Bonds payable | Fixed-rate bonds payable | Weighted average | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as percent) | 3.55% | |||
Line of credit | Variable-rate revolving lines of credit | Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Total borrowings, net | $ 100 | $ 10,000 | ||
Interest rate (as percent) | 4.66% |
Borrowings - MetLife Facility (Narrative) (Details) - MetLife Credit Facility |
12 Months Ended |
---|---|
Dec. 31, 2018
USD ($)
| |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 200,000,000 |
Line of credit facility, maximum borrowing capacity | $ 75,000,000 |
Debt instrument, loans to value ratios percentage | 60.00% |
Notes payable to bank | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 200,000,000 |
Borrowings - Terms of MetLife Facility (Detail) - MetLife Credit Facility - USD ($) |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2018 |
Dec. 31, 2018 |
|
Debt Instrument [Line Items] | ||
Aggregate Commitment | $ 200,000,000 | |
Principal Outstanding | 126,758,000 | |
Long-term debt, additional amount available | $ 18,100,000 | |
Minimum annualized rate (as percent) | 2.50% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee (as percent) | 0.10% | |
Unused fee (as percent) | 0.10% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee (as percent) | 0.20% | |
Unused fee (as percent) | 0.20% | |
Notes payable to bank | ||
Debt Instrument [Line Items] | ||
Aggregate Commitment | $ 200,000,000 | |
Principal Outstanding | $ 126,658,000 | |
Weighted-average interest rate (as percent) | 3.30% | |
Term of debt | 9 years | |
Undrawn Commitment | $ 63,530,000 | |
Line of credit | ||
Debt Instrument [Line Items] | ||
Aggregate Commitment | 75,000,000 | |
Principal Outstanding | 100,000 | |
Undrawn Commitment | $ 74,900,000 | |
Interest rate (as percent) | 4.66% | |
Line of credit | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread (as percent) | 2.25% |
Borrowings - Individual MetLife Notes (Details) - MetLife Term Loans - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
May 31, 2017 |
Dec. 31, 2018 |
|
Debt Instrument [Line Items] | ||
Debt instrument, loans to value ratios percentage | 60.00% | |
Notes payable to bank | ||
Debt Instrument [Line Items] | ||
Principal Outstanding | $ 14,765 | |
Term of debt | 28 years 7 months | |
Minimum | Notes payable to bank | ||
Debt Instrument [Line Items] | ||
Interest rate (as percent) | 3.55% | |
Maximum | Notes payable to bank | ||
Debt Instrument [Line Items] | ||
Interest rate (as percent) | 3.85% |
Borrowings - Farm Credit Loan Agreements (Details) - USD ($) $ in Thousands |
Nov. 20, 2018 |
Nov. 01, 2018 |
Sep. 06, 2018 |
Jul. 17, 2018 |
Jul. 12, 2018 |
Apr. 11, 2018 |
Dec. 31, 2018 |
---|---|---|---|---|---|---|---|
Farm Credit West notes payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 1,473 | ||||||
Term of debt | 20 years 6 months | ||||||
Interest rate (as percent) | 5.00% | 4.62% | |||||
Farm Credit FL Note Payable Issued July 12, 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 16,850 | ||||||
Term of debt | 25 years | ||||||
Interest rate (as percent) | 5.40% | ||||||
Farm Credit FL Note Payable Issued July 17, 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 5,560 | ||||||
Term of debt | 25 years | ||||||
Interest rate (as percent) | 5.40% | ||||||
SWGA Farm Credit notes payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 1,560 | ||||||
Term of debt | 25 years | ||||||
Interest rate (as percent) | 5.10% | 5.06% | |||||
Farm Credit West Note Payable Issued November 1, 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 13,800 | ||||||
Term of debt | 25 years | ||||||
Interest rate (as percent) | 5.60% | ||||||
Plains Land Bank notes payable | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 5,280 | ||||||
Term of debt | 25 years | ||||||
Interest rate (as percent) | 5.40% | 5.40% |
Borrowings - Farm Credit Loan Terms (Details) |
1 Months Ended | 12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2018
USD ($)
|
Feb. 28, 2018
USD ($)
|
Apr. 30, 2017
USD ($)
|
Feb. 28, 2017
USD ($)
|
Dec. 31, 2019
USD ($)
|
Dec. 31, 2018
USD ($)
debt_instrument
|
Dec. 31, 2017
USD ($)
|
Nov. 20, 2018 |
Sep. 06, 2018 |
Apr. 11, 2018 |
|
Debt Instrument [Line Items] | ||||||||||
Other income | $ 373,000 | $ 206,000 | ||||||||
Farm Credit Central Florida notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments issued | debt_instrument | 7 | |||||||||
Principal Outstanding | $ 23,884,000 | |||||||||
Interest rate (as percent) | 4.29% | |||||||||
Other income | $ 142,000 | $ 124,000 | ||||||||
Reduction in interest rate (as percent) | (15.10%) | (18.00%) | ||||||||
Reduction in basis points (as percent) | 0.58% | 0.71% | ||||||||
Farm Credit West notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments issued | debt_instrument | 6 | |||||||||
Principal Outstanding | $ 38,741,000 | |||||||||
Interest rate (as percent) | 4.62% | 5.00% | ||||||||
Other income | $ 126,000 | $ 59,000 | ||||||||
Reduction in interest rate (as percent) | (19.70%) | |||||||||
Reduction in basis points (as percent) | 0.75% | |||||||||
Cape Fear Farm Credit notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments issued | debt_instrument | 1 | |||||||||
Principal Outstanding | $ 1,270,000 | |||||||||
Interest rate (as percent) | 4.41% | |||||||||
Other income | $ 11,000 | |||||||||
Reduction in interest rate (as percent) | (36.60%) | |||||||||
Reduction in basis points (as percent) | 1.61% | |||||||||
Farm Credit FL notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments issued | debt_instrument | 3 | |||||||||
Principal Outstanding | $ 28,042,000 | |||||||||
Interest rate (as percent) | 5.24% | |||||||||
Other income | $ 27,000 | 0 | ||||||||
Reduction in interest rate (as percent) | (24.60%) | |||||||||
Reduction in basis points (as percent) | 1.15% | |||||||||
Northwest Farm Credit Services notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments issued | debt_instrument | 1 | |||||||||
Principal Outstanding | $ 5,236,000 | |||||||||
Interest rate (as percent) | 4.41% | |||||||||
Other income | $ 17,000 | 0 | ||||||||
Reduction in interest rate (as percent) | (22.70%) | |||||||||
Reduction in basis points (as percent) | 1.00% | |||||||||
SWGA Farm Credit notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments issued | debt_instrument | 1 | |||||||||
Principal Outstanding | $ 1,560,000 | |||||||||
Interest rate (as percent) | 5.06% | 5.10% | ||||||||
Other income | 0 | |||||||||
Plains Land Bank notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments issued | debt_instrument | 1 | |||||||||
Principal Outstanding | $ 5,280,000 | |||||||||
Interest rate (as percent) | 5.40% | 5.40% | ||||||||
Other income | $ 0 | |||||||||
Farm Credit Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of debt instruments issued | debt_instrument | 20 | |||||||||
Principal Outstanding | $ 104,013,000 | |||||||||
Forecast | Cape Fear Farm Credit notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Other income | $ 14,000 |
Borrowings - Farm Credit Notes Payable (Narrative) (Details) |
12 Months Ended |
---|---|
Dec. 31, 2018 | |
Farm Credit Notes Payable | |
Debt Instrument [Line Items] | |
Debt instrument, loans to value ratios percentage | 60.00% |
Borrowings - Farmer Mac Facility (Detail) |
3 Months Ended | 12 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Sep. 13, 2018
USD ($)
|
Sep. 30, 2018
USD ($)
|
Dec. 31, 2018
USD ($)
debt_instrument
bond
|
Dec. 31, 2017
USD ($)
|
Aug. 17, 2018
USD ($)
|
Jul. 30, 2018
USD ($)
|
Mar. 13, 2018
USD ($)
|
Dec. 05, 2014
USD ($)
|
|
Debt Instrument [Line Items] | ||||||||
Repayments of bonds | $ 23,455,000 | $ 7,906,000 | ||||||
Farmer Mac Bonds Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 125,000,000 | $ 125,000,000 | ||||||
Number of debt instruments issued | debt_instrument | 16 | |||||||
Number of debt instruments paid | bond | 3 | |||||||
Bonds repaid | $ 16,000,000 | |||||||
Principal Outstanding | $ 90,877,000 | |||||||
Weighted-average interest rate (as percent) | 3.55% | |||||||
Undrawn Commitment | $ 16,342,000 | |||||||
Debt instrument, loans to value ratios percentage | 60.00% | |||||||
Aggregate principal amount of outstanding bonds percentage | 110.00% | |||||||
Farmer Mac Bonds Payable Issued in Current Period | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 4,110,000 | $ 7,050,000 | $ 10,356,000 | $ 1,260,000 | ||||
Number of debt instruments issued | debt_instrument | 4 | |||||||
Term of debt | 96 years 10 months 24 days | |||||||
Interest rate (as percent) | 4.57% | 4.06% | 4.45% | 4.47% | ||||
Collateral pledged | Farmer Mac Bonds Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain on collateral pledged | $ 1,400,000 |
Borrowings - Rabo Note Payable (Details) - Rabo AgriFinance, LLC $ in Thousands |
Oct. 13, 2017
USD ($)
|
---|---|
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 518 |
Term of debt | 25 years |
Interest rate (as percent) | 4.59% |
Borrowings - Diversified Financial Note Payable (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 20, 2018 |
Dec. 03, 2018 |
Dec. 31, 2018 |
|
Diversified Financial Services, LLC | |||
Debt Instrument [Line Items] | |||
Term of debt | 7 years | ||
Interest rate (as percent) | 5.70% | ||
Colorado | |||
Debt Instrument [Line Items] | |||
Payments for capital improvements | $ 1,400 | ||
Colorado | Diversified Financial Services, LLC | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 1,295 | ||
Proceeds from note payable | $ 607 | $ 688 |
Borrowings - Aggregate Maturities (Detail) - Notes and bonds payable, net $ in Thousands |
Dec. 31, 2018
USD ($)
|
---|---|
Debt Instrument [Line Items] | |
2019 | $ 12,374 |
2020 | 28,151 |
2021 | 16,174 |
2022 | 38,612 |
2023 | 32,385 |
Thereafter | 210,429 |
Total scheduled principal payments | $ 338,126 |
Borrowings - Fair Value (Narrative) (Details) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Debt Instrument [Line Items] | ||
Long-term line of credit | $ 100 | $ 10,000 |
Notes payable to bank | Long-term mortgage notes and bonds payable | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 328,500 | |
Secured debt | 338,100 | |
Notes payable to bank | Short-term mortgage notes and bonds payable | ||
Debt Instrument [Line Items] | ||
Long-term line of credit | $ 100 |
Mandatorily-Redeemable Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Thousands |
1 Months Ended | 12 Months Ended | |
---|---|---|---|
Aug. 31, 2016 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Sale of Stock [Line Items] | |||
Common stock, shares issued (in shares) | 17,891,340 | 13,791,574 | |
Proceeds from issuance of preferred and common equity | $ 74,417 | $ 41,907 | |
Payments of legal costs | $ 4,186 | $ 1,977 | |
Series A Preferred Stock | |||
Sale of Stock [Line Items] | |||
Preferred stock, dividend rate (as percent) | 6.375% | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Public offering price (in dollars per share) | $ 25 | ||
Proceeds from issuance of preferred and common equity | $ 27,600 | ||
Redemption price of redeemable preferred stock (in dollars per share) | $ 25 | $ 25.47 | |
Payments of legal costs | $ 1,200 | ||
Term preferred stock, fair value | $ 29,300 | ||
Series A Preferred Stock | Preferred Stock | |||
Sale of Stock [Line Items] | |||
Common stock, shares issued (in shares) | 1,150,000 | ||
Proceeds from issuance of mandatorily-redeemable preferred stock | $ 28,800 |
Related-Party Transactions - Additional Information (Detail) |
3 Months Ended | 8 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|---|
Jan. 10, 2018 |
Apr. 01, 2017 |
Dec. 31, 2018
USD ($)
a
|
Jun. 30, 2018
USD ($)
|
Dec. 31, 2018
USD ($)
a
officer
|
Dec. 31, 2017
USD ($)
a
|
Jun. 11, 2018
a
|
Oct. 17, 2017
USD ($)
a
|
|
Related Party Transaction [Line Items] | ||||||||
Number of executive officers that serve as directors | officer | 2 | |||||||
Management fee (as percent) | 2.00% | 2.00% | ||||||
Hurdle rate, quarterly (as percent) | 1.75% | 1.75% | ||||||
Hurdle rate, annual (as percent) | 7.00% | 7.00% | ||||||
Pre-incentive Fee FFO (as percent) | 100.00% | 100.00% | ||||||
Pre-Incentive Fee, exceeded (as percent) | 2.1875% | 2.1875% | ||||||
Pre-Incentive Fee, exceeded, annual (as percent) | 8.75% | 8.75% | ||||||
Pre-Incentive Fee (as percent) | 20.00% | 20.00% | ||||||
Base management fee, quarterly (as percent) | 0.50% | |||||||
Base management fee, waiver credit granted by Adviser | $ 46,000 | |||||||
Cumulative realized capital gains (as percent) | 15.00% | |||||||
Capital gains fee | 628,000 | $ 0 | ||||||
Capital gains fee, waiver credit granted by Adviser | $ 778,000 | |||||||
Capital gains fee, reduction of fee due to capital losses | $ 150,000 | |||||||
Written notice (in days) | 120 days | |||||||
Total Acres | a | 73,205 | 73,205 | 63,014 | |||||
Base management fee | $ 2,837,000 | $ 2,041,000 | ||||||
Crop inventory | $ 0.0 | 0.0 | 1,528,000 | |||||
Administration fee | 1,275,000 | 914,000 | ||||||
Financing fee | 83,000 | 36,000 | ||||||
Payment of management fees | 0 | |||||||
Gladstone Securities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment of management fees | $ 2,200,000 | |||||||
Unsecured Debt | Land Advisers | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument, face amount | $ 1,700,000 | |||||||
Interest rate (as percent) | 5.00% | |||||||
Affiliate | ||||||||
Related Party Transaction [Line Items] | ||||||||
Financing fee (as percent) | 0.12% | |||||||
Taxable REIT Subsidiary | ||||||||
Related Party Transaction [Line Items] | ||||||||
Professional fees | $ 207,000 | $ 136,000 | 71,000 | |||||
Base management fee | 176,000 | |||||||
Allocation of overhead costs | 31,000 | |||||||
Fee waiver granted | 190,000 | |||||||
Administration fee | 57,000 | $ 22,000 | ||||||
Taxable REIT Subsidiary | Land Advisers | ||||||||
Related Party Transaction [Line Items] | ||||||||
Base management fee | 176,000 | |||||||
Preferred Stock | Series B Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Selling commission fee (as percent) | 7.00% | |||||||
Dealer-manager fee (as percent) | 3.00% | |||||||
Payment of management fees | $ 2,324,000 | |||||||
Ventura County, California | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total Acres | a | 169 | 169 | ||||||
Operating lease, term (in years) | 10 years | |||||||
Gladstone Securities | Minimum | Affiliate | ||||||||
Related Party Transaction [Line Items] | ||||||||
Financing fee (as percent) | 0.50% | |||||||
Gladstone Securities | Maximum | Affiliate | ||||||||
Related Party Transaction [Line Items] | ||||||||
Financing fee (as percent) | 1.00% |
Related-Party Transactions - Summary of Management Fees, Incentive Fees and Associated Credits and Administration Fees (Detail) - USD ($) |
8 Months Ended | 12 Months Ended | |
---|---|---|---|
Jun. 30, 2018 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Related Party Transaction [Line Items] | |||
Base management fee | $ 2,837,000 | $ 2,041,000 | |
Incentive fee | 0 | 688,000 | |
Capital gains fee | 628,000 | 0 | |
Credits to fees from Adviser | (1,014,000) | (54,000) | |
Total fees to our Adviser, net | 2,451,000 | 2,675,000 | |
Administration fee | 1,275,000 | 914,000 | |
Payment of management fees | 0 | ||
Financing fee | 83,000 | 36,000 | |
Total fees to Gladstone Securities | 2,407,000 | 36,000 | |
Crop inventory | 0.0 | 1,528,000 | |
Taxable REIT Subsidiary | |||
Related Party Transaction [Line Items] | |||
Base management fee | 176,000 | ||
Administration fee | 57,000 | 22,000 | |
Allocation of overhead costs | 31,000 | ||
Professional fees | $ 207,000 | 136,000 | $ 71,000 |
Preferred Stock | Series B Preferred Stock | |||
Related Party Transaction [Line Items] | |||
Payment of management fees | (2,324,000) | ||
Gladstone Securities | |||
Related Party Transaction [Line Items] | |||
Payment of management fees | $ (2,200,000) | ||
Affiliate | Gladstone Securities | |||
Related Party Transaction [Line Items] | |||
Financing fees as a percent of total financings secured | 0.11% | 0.13% |
Related-Party Transactions - Details of Amounts Due to Related Parties on Our Accompanying Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands |
Dec. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Related Party Transaction [Line Items] | ||
Management fee | $ 736 | $ 666 |
Capital gains fee | (150) | 0 |
Credits to fees | (44) | 0 |
Other due to Adviser | 63 | 16 |
Total due to Adviser | 605 | 682 |
Administration fee | 340 | 258 |
Total due to Administrator | 340 | 258 |
Total due to related parties | 945 | 940 |
Taxable REIT Subsidiary | ||
Related Party Transaction [Line Items] | ||
Administration fee | 9 | 22 |
Gladstone Securities | ||
Related Party Transaction [Line Items] | ||
Due from Gladstone Securities | $ 20 | $ 0 |
Equity - Additional Information (Detail) |
1 Months Ended | 5 Months Ended | 12 Months Ended | 21 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
May 31, 2018
USD ($)
$ / shares
shares
|
Apr. 12, 2017
USD ($)
security
|
Dec. 31, 2018
USD ($)
$ / shares
shares
|
Mar. 31, 2018
USD ($)
$ / shares
shares
|
May 31, 2018
USD ($)
$ / shares
shares
|
Dec. 31, 2018
USD ($)
$ / shares
shares
|
Dec. 31, 2017
USD ($)
$ / shares
shares
|
Dec. 31, 2018
USD ($)
$ / shares
shares
|
Jan. 10, 2018
shares
|
Jan. 09, 2018
shares
|
Dec. 31, 2016
shares
|
Aug. 07, 2015
USD ($)
|
|
Sale of Stock [Line Items] | ||||||||||||
Stock authorized and unissued (in shares) | shares | 6,500,000 | |||||||||||
Common stock, shares authorized (in shares) | shares | 91,500,000 | 91,500,000 | 98,000,000 | 91,500,000 | 91,500,000 | 98,000,000 | ||||||
Preferred stock, liquidation value | $ | $ 28,600,000 | $ 28,600,000 | $ 28,600,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares issued (in shares) | shares | 17,891,340 | 17,891,340 | 13,791,574 | 17,891,340 | ||||||||
Common stock, shares outstanding (in shares) | shares | 17,891,340 | 17,891,340 | 13,791,574 | 17,891,340 | ||||||||
Maximum number of securities that can be sold (in securities) | security | 2 | |||||||||||
Proceeds from issuance of preferred and common equity | $ | $ 74,417,000 | $ 41,907,000 | ||||||||||
Payments of stock issuance costs | $ | $ 4,186,000 | $ 1,977,000 | ||||||||||
2017 Registration Statement | ||||||||||||
Sale of Stock [Line Items] | ||||||||||||
Proceeds from issuance of preferred and common equity | $ | $ 67,500,000 | |||||||||||
Secondary Public Stock Offering | ||||||||||||
Sale of Stock [Line Items] | ||||||||||||
Sale of common stock sold under sale agreement (in shares) | shares | 1,450,000 | 1,265,000 | ||||||||||
Average sales price of common stock sold (in dollars per share) | $ / shares | $ 12.55 | $ 12.15 | $ 12.55 | $ 12.55 | ||||||||
Proceeds from issuance of stock | $ | $ 18,200,000 | $ 15,400,000 | ||||||||||
Net proceeds from issuance of common stock | $ | $ 14,600,000 | |||||||||||
Payments of stock issuance costs | $ | $ 17,300,000 | |||||||||||
ATM Program | ||||||||||||
Sale of Stock [Line Items] | ||||||||||||
Common stock, shares issued (in shares) | shares | 1,595,591 | 1,595,591 | 1,595,591 | |||||||||
Sale of common stock sold under sale agreement (in shares) | shares | 986,955 | |||||||||||
Common stock, value authorized | $ | $ 30,000,000.0 | |||||||||||
Average sales price (in dollars per share) | $ / shares | $ 12.87 | $ 12.87 | $ 12.87 | |||||||||
Common stock, value, outstanding | $ | $ 20,500,000 | $ 20,500,000 | $ 20,500,000 | |||||||||
Common stock, value, issued | $ | $ 20,200,000 | 20,200,000 | $ 20,200,000 | |||||||||
At Market Program 2017 Issuances | ||||||||||||
Sale of Stock [Line Items] | ||||||||||||
Proceeds from issuance of stock | $ | 12,800,000 | |||||||||||
Payments of stock issuance costs | $ | $ 12,600,000 | |||||||||||
Average sales price (in dollars per share) | $ / shares | $ 12.95 | $ 12.95 | $ 12.95 | |||||||||
Common Stock | 2017 Registration Statement | ||||||||||||
Sale of Stock [Line Items] | ||||||||||||
Common stock, shares issued (in shares) | shares | 5,396,030 | 5,396,030 | 5,396,030 | |||||||||
Securities allowed for issuance (amount up to) | $ | $ 300,000,000 | |||||||||||
Common stock, issued (in shares) | shares | 644,686.000 | |||||||||||
Gladstone Land Limited Partnership | ||||||||||||
Sale of Stock [Line Items] | ||||||||||||
OP units held by non-controlling limited partners (in shares) | shares | 570,879 | 1,008,105 | ||||||||||
OP units held by non-controlling interest limited partners (in shares) | shares | 570,879 | 570,879 | 570,879 | |||||||||
Series B Preferred Stock | ||||||||||||
Sale of Stock [Line Items] | ||||||||||||
Preferred stock, shares authorized (in shares) | shares | 6,500,000 | 6,500,000 | 0 | 6,500,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0 | $ 0.001 | ||||||||
Preferred stock, shares issued (in shares) | shares | 1,144,393 | 1,144,393 | 0 | 1,144,393 | ||||||||
Preferred stock, shares outstanding (in shares) | shares | 1,144,393 | 1,144,393 | 0 | 1,144,393 | ||||||||
Series B Preferred Stock | Preferred Stock | ||||||||||||
Sale of Stock [Line Items] | ||||||||||||
Preferred stock, shares outstanding (in shares) | shares | 1,144,393 | 1,144,393 | 0 | 1,144,393 | 0 | |||||||
Securities allowed for issuance (amount up to) | $ | $ 150,000,000 | $ 150,000,000 | ||||||||||
Sale of common stock sold under sale agreement (in shares) | shares | 0 | 1,144,393 | ||||||||||
Proceeds from issuance and preferred stock | $ | $ 131,300,000 | $ 28,100,000 | ||||||||||
Preferred stock, dividend rate (as percent) | 6.00% | |||||||||||
Maximum amount authorized in Primary Offering (in shares) | shares | 6,000,000 | |||||||||||
Average sales price of common stock sold (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||||||||
Proceeds from issuance of stock | $ | 25,700,000 | |||||||||||
Payments of stock issuance costs | $ | $ 766,000 | |||||||||||
OP Unit Holder | ||||||||||||
Sale of Stock [Line Items] | ||||||||||||
Minimum period required to exercise, in months | 12 months |
Equity - Schedule of OP Units Tendered for Redemption (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Limited Partners' Capital Account [Line Items] | ||
Aggregate Cash Payment | $ 523 | $ 2,569 |
Gladstone Land Limited Partnership | Limited Partner | ||
Limited Partners' Capital Account [Line Items] | ||
OP Units Tendered for Redemption (in shares) | 437,226 | 441,153 |
Shares of Common Stock Issued (in shares) | 397,811.000 | 246,875.000 |
OP Units Redeemed with Cash (in shares) | 39,415.000 | 194,278.000 |
Aggregate Cash Payment | $ 521 | $ 2,569 |
Aggregate Cash Paid per OP Unit (in dollars per share) | $ 13.21 | $ 13.22 |
Equity - Monthly Distributions Declared and Paid by Company's Board of Directors (Detail) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Distributions per Preferred Share (in dollars per share) | $ 1.59375 | $ 1.59375 |
Series B Preferred Stock | ||
Class of Stock [Line Items] | ||
Distributions per Preferred Share (in dollars per share) | 0.875 | 0 |
Common Stock | ||
Class of Stock [Line Items] | ||
Distributions per Common Share (in dollars per share) | $ 0.5319 | $ 0.5238 |
Equity - Schedule of Distributions on Common Stock (Detail) |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Ordinary Income | 96.85143% | 82.32594% |
Return of Capital | 3.14857% | 0.00% |
Long-term Capital Gain | 0.00% | 17.67406% |
Common Stock | ||
Class of Stock [Line Items] | ||
Ordinary Income | 0.00% | 26.8429% |
Return of Capital | 100.00% | 67.39436% |
Long-term Capital Gain | 0.00% | 5.76274% |
Commitments and Contingencies - Additional Information (Detail) |
1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | 17 Months Ended | 19 Months Ended | 25 Months Ended | 44 Months Ended | 89 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 01, 2017
farm
|
Jul. 31, 2018
USD ($)
a
|
May 31, 2018
USD ($)
|
Aug. 31, 2017
USD ($)
a
|
Jun. 30, 2017
farm
|
Mar. 31, 2018
USD ($)
|
Sep. 30, 2018
USD ($)
|
Dec. 31, 2018
USD ($)
a
|
Dec. 31, 2017
USD ($)
a
|
Dec. 31, 2018
USD ($)
a
|
Dec. 31, 2018
USD ($)
a
|
Jun. 30, 2019
USD ($)
|
Dec. 31, 2020
USD ($)
|
Sep. 30, 2024 |
Jun. 07, 2018
a
|
May 31, 2017
farm
|
|
Loss Contingencies [Line Items] | ||||||||||||||||
Estimated cost | $ 22,605,000 | $ 5,211,000 | ||||||||||||||
Number of farms acquired | farm | 2 | |||||||||||||||
Total Acres | a | 73,205 | 63,014 | 73,205 | 73,205 | ||||||||||||
2017 New Real Estate Activity | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Total Acres | a | 12,641 | |||||||||||||||
2018 New Real Estate Activity | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Total Acres | a | 12,114 | 12,114 | 12,114 | |||||||||||||
Oregon | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of farms in lease amendment | farm | 1 | |||||||||||||||
Accrued liabilities related to lease | $ 921,000 | $ 921,000 | $ 921,000 | |||||||||||||
Total Acres | a | 418 | 2,313 | 418 | 418 | ||||||||||||
Oregon | Forecast | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Estimated cost | $ 1,800,000 | |||||||||||||||
Annual rent escalation (as percent) | 6.50% | |||||||||||||||
Oregon | 2018 New Real Estate Activity | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Estimated cost | $ 250,000 | |||||||||||||||
Expended or accrued for capital improvements | $ 30,000 | |||||||||||||||
North Carolina | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Number of farms acquired | farm | 2 | |||||||||||||||
Expended or accrued for capital improvements | $ 166,000 | |||||||||||||||
Total Acres | a | 310 | 310 | 310 | 310 | ||||||||||||
North Carolina | Forecast | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Estimated cost | $ 300,000 | |||||||||||||||
Florida | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Total Acres | a | 17,184 | 11,006 | 17,184 | 17,184 | 26 | |||||||||||
Florida | 2017 New Real Estate Activity | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Expended or accrued for capital improvements | $ 748,000 | |||||||||||||||
Collier & Hendry, FL | 2018 New Real Estate Activity | Owl Hammock | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Estimated cost | $ 2,000,000 | |||||||||||||||
Total Acres | a | 5,630 | 5,630 | 5,630 | 5,630 | ||||||||||||
California | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Annual rent escalation (as percent) | 6.00% | |||||||||||||||
Expended or accrued for capital improvements | $ 1,500,000 | |||||||||||||||
Total Acres | a | 10,147 | 8,080 | 10,147 | 10,147 | ||||||||||||
Santa Barbara, CA | 2017 New Real Estate Activity | Cat Canyon Road | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Estimated cost | $ 4,000,000 | |||||||||||||||
Total Acres | a | 361 | 361 |
Commitments and Contingencies - Ground Lease Obligations (Details) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jun. 01, 2017
lease
farm
|
Dec. 31, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
|
|
Commitments and Contingencies Disclosure [Abstract] | |||
Number of farms acquired | farm | 2 | ||
Number of leases | lease | 2 | ||
Lease expense | $ 48 | $ 31 | |
2019 | 47 | ||
2020 | 47 | ||
2021 | 47 | ||
2022 | 30 | ||
2023 | 30 | ||
Thereafter | 31 | ||
Total | $ 232 |
Earnings (Loss) Per Share of Common Stock - Computation of Basic and Diluted Earnings (Loss) Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Sep. 30, 2018 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Earnings Per Share [Abstract] | ||||||||||
Net income (loss) attributable to the Company | $ (1,301) | $ 5,593 | $ (1,745) | $ (297) | $ 2,250 | $ (31) | ||||
Weighted average common shares outstanding - basic and diluted (in shares) | 16,457,600 | 16,057,957 | 15,506,512 | 13,957,732 | 13,666,560 | 12,271,925 | 11,850,624 | 10,395,736 | 15,503,341 | 12,055,791 |
Basic and diluted earnings (loss) per common share (in dollars per share) | $ (0.07) | $ 0.35 | $ (0.11) | $ (0.02) | $ (0.01) | $ (0.02) | $ 0.02 | $ 0.01 | $ 0.15 | $ 0.00 |
Weighted average number of operating partnership units held by non-controlling interest (in shares) | 809,022 | 1,358,790 |
Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Sep. 30, 2018 |
Jun. 30, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Operating revenues | $ 8,031 | $ 8,017 | $ 11,394 | $ 9,245 | $ 6,812 | $ 6,564 | $ 5,996 | $ 5,750 | $ 36,687 | $ 25,122 |
Operating expenses | (4,522) | (4,672) | (8,922) | (6,459) | (3,865) | (3,645) | (3,090) | (3,146) | ||
Other (expenses) income | (4,593) | 2,675 | (4,324) | (3,104) | (3,162) | (3,166) | (2,651) | (2,431) | (9,346) | (11,410) |
Net (loss) income | (1,084) | 6,020 | (1,852) | (318) | (215) | (247) | 255 | 173 | 2,766 | (34) |
Net (income) loss attributable to non-controlling interests | 69 | (337) | 110 | 21 | 26 | 26 | (28) | (21) | (137) | 3 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (1,015) | 5,683 | (1,742) | (297) | $ (189) | $ (221) | $ 227 | $ 152 | 2,629 | (31) |
Dividends declared on Series B cumulative redeemable preferred stock | (286) | (90) | (3) | 0 | 0 | |||||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (1,301) | $ 5,593 | $ (1,745) | $ (297) | $ 2,250 | $ (31) | ||||
Earnings (loss) per common share – basic and diluted (in dollars per share) | $ (0.07) | $ 0.35 | $ (0.11) | $ (0.02) | $ (0.01) | $ (0.02) | $ 0.02 | $ 0.01 | $ 0.15 | $ 0.00 |
Weighted average common shares outstanding - basic and diluted (in shares) | 16,457,600 | 16,057,957 | 15,506,512 | 13,957,732 | 13,666,560 | 12,271,925 | 11,850,624 | 10,395,736 | 15,503,341 | 12,055,791 |
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands |
2 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Feb. 07, 2019
USD ($)
|
Jan. 22, 2019
USD ($)
a
option
|
Feb. 25, 2019
USD ($)
$ / shares
shares
|
Dec. 31, 2018
USD ($)
a
shares
|
Dec. 31, 2017
USD ($)
a
shares
|
|
Subsequent Event [Line Items] | |||||
Total Acres | a | 73,205 | 63,014 | |||
Financing fee | $ 83 | $ 36 | |||
Base management fee | 2,837 | 2,041 | |||
Payment of management fees | 0 | ||||
Redemption of preferred stock | 523 | $ 2,569 | |||
695-acre farm in Lincoln County, Nebraska | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Total Acres | a | 695 | ||||
Purchase price | $ 2,400 | ||||
Lease term (in years) | 5 years | ||||
Number of renewal options | option | 1 | ||||
Rental revenue | $ 126 | ||||
Farm Credit West Note Payable due 2043 | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Proceeds from notes payable | $ 1,400 | ||||
Interest rate (as percent) | 5.45% | ||||
Debt Financing Costs | Gladstone Securities | Farm Credit West Note Payable due 2043 | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Financing fee | $ 2 | ||||
Series B Preferred Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Sale of stock sold under sale agreement (in shares) | shares | 454,075 | ||||
Proceeds from issuance and preferred stock | $ 11,200 | ||||
Net proceeds from issuance of stock | $ 10,200 | ||||
Redemption of preferred stock (in shares) | shares | 600 | ||||
Redemption price of preferred stock (in dollars per share) | $ / shares | $ 22.5 | ||||
Redemption of preferred stock | $ 14 | ||||
Series B Preferred Stock | Sales Commissions and Broker-Dealer Fees | Gladstone Securities | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Base management fee | 1,000 | ||||
Gladstone Securities | |||||
Subsequent Event [Line Items] | |||||
Payment of management fees | $ 2,200 | ||||
Gladstone Securities | Series B Preferred Stock | Sales Commissions and Broker-Dealer Fees | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Payment of management fees | $ 954 | ||||
Limited Partner | Gladstone Land Limited Partnership | |||||
Subsequent Event [Line Items] | |||||
OP units tendered for redemption (in shares) | shares | 437,226 | 441,153 | |||
Limited Partner | Gladstone Land Limited Partnership | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
OP units tendered for redemption (in shares) | shares | 168,079 |
Subsequent Events - Monthly Distributions Declared by Company's Board of Directors (Detail) - $ / shares |
12 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Dec. 31, 2018 |
Mar. 26, 2019 |
Mar. 20, 2019 |
Feb. 26, 2019 |
Feb. 20, 2019 |
Jan. 23, 2019 |
Jan. 18, 2019 |
Jan. 08, 2019 |
|
Series A Preferred Stock | Period One | ||||||||
Subsequent Event [Line Items] | ||||||||
Record Date | Jan. 18, 2019 | |||||||
Payment Date | Jan. 31, 2019 | |||||||
Series A Preferred Stock | Period Two | ||||||||
Subsequent Event [Line Items] | ||||||||
Record Date | Feb. 20, 2019 | |||||||
Payment Date | Feb. 28, 2019 | |||||||
Series A Preferred Stock | Period Three | ||||||||
Subsequent Event [Line Items] | ||||||||
Record Date | Mar. 20, 2019 | |||||||
Payment Date | Mar. 29, 2019 | |||||||
Series B Preferred Stock | Period One | ||||||||
Subsequent Event [Line Items] | ||||||||
Record Date | Jan. 23, 2019 | |||||||
Payment Date | Feb. 01, 2019 | |||||||
Series B Preferred Stock | Period Two | ||||||||
Subsequent Event [Line Items] | ||||||||
Record Date | Feb. 26, 2019 | |||||||
Payment Date | Mar. 07, 2019 | |||||||
Series B Preferred Stock | Period Three | ||||||||
Subsequent Event [Line Items] | ||||||||
Record Date | Mar. 26, 2019 | |||||||
Payment Date | Apr. 04, 2019 | |||||||
Common Stock | Period One | ||||||||
Subsequent Event [Line Items] | ||||||||
Record Date | Jan. 18, 2019 | |||||||
Payment Date | Jan. 31, 2019 | |||||||
Common Stock | Period Two | ||||||||
Subsequent Event [Line Items] | ||||||||
Record Date | Feb. 20, 2019 | |||||||
Payment Date | Feb. 28, 2019 | |||||||
Common Stock | Period Three | ||||||||
Subsequent Event [Line Items] | ||||||||
Record Date | Mar. 20, 2019 | |||||||
Payment Date | Mar. 29, 2019 | |||||||
Subsequent Event | Series A Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.3984375 | |||||||
Subsequent Event | Series A Preferred Stock | Period One | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.1328125 | |||||||
Subsequent Event | Series B Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | 0.375 | |||||||
Subsequent Event | Series B Preferred Stock | Period One | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.125 | |||||||
Subsequent Event | Common Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.13335 | |||||||
Subsequent Event | Common Stock | Period One | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.04445 | |||||||
Forecast | Series A Preferred Stock | Period Two | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.1328125 | |||||||
Forecast | Series A Preferred Stock | Period Three | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.1328125 | |||||||
Forecast | Series B Preferred Stock | Period Two | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.125 | |||||||
Forecast | Series B Preferred Stock | Period Three | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.125 | |||||||
Forecast | Common Stock | Period Two | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.04445 | |||||||
Forecast | Common Stock | Period Three | ||||||||
Subsequent Event [Line Items] | ||||||||
Distribution per Share | $ 0.04445 |
Subsequent Events - Leasing Activity (Details) |
12 Months Ended | ||
---|---|---|---|
Jun. 01, 2017
lease
|
Dec. 31, 2018
USD ($)
a
lease
|
Dec. 31, 2017
a
|
|
Real Estate Properties [Line Items] | |||
Number of leases | 2 | ||
Total Acres | a | 73,205 | 63,014 | |
Arizona, California, Florida, Michigan and Nebraska | |||
Real Estate Properties [Line Items] | |||
Number of leases | 8 | ||
Total Acres | a | 3,707 | ||
Prior Leases | Arizona, California, Florida, Michigan and Nebraska | |||
Real Estate Properties [Line Items] | |||
Total Annualized Straight-line Rent | $ | $ 1,025,000 | ||
Number of Leases with Participation Rents | 1 | ||
Lease Structures, Number of NNN Leases | 5 | ||
Lease Structures, Number of NN Leases | 2 | ||
New Leases | Arizona, California, Florida, Michigan and Nebraska | |||
Real Estate Properties [Line Items] | |||
Total Annualized Straight-line Rent | $ | $ 856,000 | ||
Number of Leases with Participation Rents | 3 | ||
Lease Structures, Number of NNN Leases | 4 | ||
Lease Structures, Number of NN Leases | 3 | ||
Lease Term | 1 year 4 months 24 days |
Schedule III - Real Estate and Accumulated Depreciation (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 338,226 | ||
Initial cost, land and land improvements | 415,183 | ||
Initial cost, buildings & improvements | 58,708 | ||
Initial cost, horticulture | 46,189 | ||
Subsequent capitalized additions, land improvements | 2,127 | ||
Subsequent capitalized additions, building & improvements | 38,092 | ||
Subsequent capitalized additions, horticulture | 2,705 | ||
Total cost, land and land improvements | 417,310 | ||
Total cost, buildings & improvements | 96,800 | ||
Total cost, horticulture | 48,894 | $ 34,803 | |
Total cost | 563,004 | 466,143 | $ 337,377 |
Accumulated depreciation | (24,051) | $ (16,657) | $ (11,066) |
Land, Buildings & Improvements | Date Acquired 7/12/2018 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 22,410 | ||
Miscellaneous Investments | Land, Buildings, Improvements & Horticulture | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 15,134 | ||
Initial cost, land and land improvements | 17,393 | ||
Initial cost, buildings & improvements | 4,104 | ||
Initial cost, horticulture | 3,338 | ||
Subsequent capitalized additions, land improvements | 9 | ||
Subsequent capitalized additions, building & improvements | 912 | ||
Subsequent capitalized additions, horticulture | 688 | ||
Total cost, land and land improvements | 17,402 | ||
Total cost, buildings & improvements | 5,016 | ||
Total cost, horticulture | 4,026 | ||
Total cost | 26,445 | ||
Accumulated depreciation | $ (1,830) | ||
Santa Cruz County, California | Land, Buildings & Improvements | Date Acquired 6/16/1997 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jun. 16, 1997 | ||
Encumbrances | $ 7,157 | ||
Initial cost, land and land improvements | 4,350 | ||
Subsequent capitalized additions, building & improvements | 579 | ||
Total cost, land and land improvements | 4,350 | ||
Total cost, buildings & improvements | 579 | ||
Total cost | 4,929 | ||
Accumulated depreciation | $ (262) | ||
Santa Cruz County, California | Land, Buildings & Improvements | Date Acquired 1/3/2011 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jan. 03, 2011 | ||
Encumbrances | $ 6,241 | ||
Initial cost, land and land improvements | 8,328 | ||
Subsequent capitalized additions, land improvements | 444 | ||
Subsequent capitalized additions, building & improvements | 527 | ||
Total cost, land and land improvements | 8,772 | ||
Total cost, buildings & improvements | 527 | ||
Total cost | 9,299 | ||
Accumulated depreciation | $ (113) | ||
Santa Cruz County, California | Land, Buildings & Improvements | Date Acquired 12/27/2013 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jun. 13, 2014 | ||
Encumbrances | $ 3,644 | ||
Initial cost, land and land improvements | 5,576 | ||
Initial cost, buildings & improvements | 207 | ||
Subsequent capitalized additions, land improvements | 0 | ||
Subsequent capitalized additions, building & improvements | 0 | ||
Total cost, land and land improvements | 5,576 | ||
Total cost, buildings & improvements | 207 | ||
Total cost | 5,783 | ||
Accumulated depreciation | $ (207) | ||
Ventura County, California | Land, Buildings & Improvements | Date Acquired 10/21/2013 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Dec. 27, 2013 | ||
Encumbrances | $ 0 | ||
Initial cost, land and land improvements | 0 | ||
Initial cost, buildings & improvements | 0 | ||
Subsequent capitalized additions, land improvements | 0 | ||
Subsequent capitalized additions, building & improvements | 0 | ||
Total cost, land and land improvements | 0 | ||
Total cost, buildings & improvements | 0 | ||
Total cost | 0 | ||
Accumulated depreciation | $ 0 | ||
Ventura County, California | Land, Buildings & Improvements | Date Acquired 9/29/2014 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Nov. 04, 2014 | ||
Encumbrances | $ 3,675 | ||
Initial cost, land and land improvements | 5,860 | ||
Initial cost, buildings & improvements | 92 | ||
Subsequent capitalized additions, land improvements | 0 | ||
Subsequent capitalized additions, building & improvements | 2 | ||
Total cost, land and land improvements | 5,860 | ||
Total cost, buildings & improvements | 94 | ||
Total cost | 5,954 | ||
Accumulated depreciation | $ (39) | ||
Ventura County, California | Land, Buildings & Improvements | Date Acquired 9/15/1998 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Sep. 15, 1998 | ||
Encumbrances | $ 27,890 | ||
Initial cost, land and land improvements | 9,895 | ||
Initial cost, buildings & improvements | 5,256 | ||
Subsequent capitalized additions, building & improvements | 293 | ||
Total cost, land and land improvements | 9,895 | ||
Total cost, buildings & improvements | 5,549 | ||
Total cost | 15,444 | ||
Accumulated depreciation | $ (3,856) | ||
Ventura County, California | Land, Buildings & Improvements | Date Acquired 12/27/2013 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jul. 23, 2014 | ||
Encumbrances | $ 3,647 | ||
Initial cost, land and land improvements | 6,219 | ||
Initial cost, buildings & improvements | 505 | ||
Subsequent capitalized additions, land improvements | 0 | ||
Subsequent capitalized additions, building & improvements | 84 | ||
Total cost, land and land improvements | 6,219 | ||
Total cost, buildings & improvements | 589 | ||
Total cost | 6,808 | ||
Accumulated depreciation | $ (153) | ||
Ventura County, California | Land, Buildings & Improvements | Date Acquired 7/25/2014 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Oct. 29, 2014 | ||
Encumbrances | $ 14,208 | ||
Initial cost, land and land improvements | 23,673 | ||
Initial cost, buildings & improvements | 350 | ||
Subsequent capitalized additions, building & improvements | 2,195 | ||
Total cost, land and land improvements | 23,673 | ||
Total cost, buildings & improvements | 2,545 | ||
Total cost | 26,218 | ||
Accumulated depreciation | $ (225) | ||
Hillsborough County, Florida | Land, Buildings & Improvements | Date Acquired 8/9/2012 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Sep. 12, 2012 | ||
Encumbrances | $ 2,775 | ||
Initial cost, land and land improvements | 2,199 | ||
Initial cost, buildings & improvements | 1,657 | ||
Subsequent capitalized additions, land improvements | 14 | ||
Subsequent capitalized additions, building & improvements | 1,255 | ||
Total cost, land and land improvements | 2,213 | ||
Total cost, buildings & improvements | 2,912 | ||
Total cost | 5,125 | ||
Accumulated depreciation | $ (863) | ||
Marion County, Oregon | Land, Buildings & Improvements | Date Acquired 9/12/2012 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | May 31, 2013 | ||
Encumbrances | $ 1,765 | ||
Initial cost, land and land improvements | 2,494 | ||
Initial cost, buildings & improvements | 703 | ||
Subsequent capitalized additions, land improvements | 1 | ||
Subsequent capitalized additions, building & improvements | 596 | ||
Total cost, land and land improvements | 2,495 | ||
Total cost, buildings & improvements | 1,299 | ||
Total cost | 3,794 | ||
Accumulated depreciation | $ (355) | ||
Monterey County, California | Land, Buildings & Improvements | Date Acquired 5/31/2013 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Oct. 21, 2013 | ||
Encumbrances | $ 4,473 | ||
Initial cost, land and land improvements | 7,187 | ||
Initial cost, buildings & improvements | 164 | ||
Subsequent capitalized additions, land improvements | 180 | ||
Subsequent capitalized additions, building & improvements | 3,051 | ||
Total cost, land and land improvements | 7,367 | ||
Total cost, buildings & improvements | 3,215 | ||
Total cost | 10,582 | ||
Accumulated depreciation | $ (401) | ||
Monterey County, California | Land, Buildings & Improvements | Date Acquired 10/29/2014 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jan. 05, 2015 | ||
Encumbrances | $ 10,178 | ||
Initial cost, land and land improvements | 15,852 | ||
Initial cost, buildings & improvements | 582 | ||
Subsequent capitalized additions, land improvements | (156) | ||
Subsequent capitalized additions, building & improvements | 1,501 | ||
Total cost, land and land improvements | 15,696 | ||
Total cost, buildings & improvements | 2,083 | ||
Total cost | 17,779 | ||
Accumulated depreciation | $ (485) | ||
Cochise County, Arizona | Land, Buildings & Improvements | Acquired Date 12/16/2013 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Dec. 27, 2013 | ||
Encumbrances | $ 4,384 | ||
Initial cost, land and land improvements | 6,168 | ||
Initial cost, buildings & improvements | 572 | ||
Initial cost, horticulture | 0 | ||
Subsequent capitalized additions, land improvements | 8 | ||
Subsequent capitalized additions, building & improvements | 1,765 | ||
Total cost, land and land improvements | 6,176 | ||
Total cost, buildings & improvements | 2,337 | ||
Total cost, horticulture | 0 | ||
Total cost | 8,513 | ||
Accumulated depreciation | $ (948) | ||
Cochise County, Arizona | Land, Buildings & Improvements | Date Acquired 9/3/2015 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Dec. 23, 2015 | ||
Encumbrances | $ 3,210 | ||
Initial cost, land and land improvements | 4,234 | ||
Initial cost, buildings & improvements | 1,502 | ||
Subsequent capitalized additions, land improvements | 5 | ||
Subsequent capitalized additions, building & improvements | 1,344 | ||
Subsequent capitalized additions, horticulture | 0 | ||
Total cost, land and land improvements | 4,239 | ||
Total cost, buildings & improvements | 2,846 | ||
Total cost, horticulture | 0 | ||
Total cost | 7,085 | ||
Accumulated depreciation | $ (416) | ||
Kern County, California | Land, Buildings & Improvements | Date Acquired 6/13/2014 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jul. 25, 2014 | ||
Encumbrances | $ 4,069 | ||
Initial cost, land and land improvements | 5,841 | ||
Initial cost, buildings & improvements | 67 | ||
Subsequent capitalized additions, building & improvements | 993 | ||
Total cost, land and land improvements | 5,841 | ||
Total cost, buildings & improvements | 1,060 | ||
Total cost | 6,901 | ||
Accumulated depreciation | $ (246) | ||
Kern County, California | Land, Buildings & Improvements | Date Acquired 8/20/2015 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Sep. 03, 2015 | ||
Encumbrances | $ 14,208 | ||
Initial cost, land and land improvements | 18,893 | ||
Initial cost, buildings & improvements | 497 | ||
Subsequent capitalized additions, land improvements | 688 | ||
Subsequent capitalized additions, building & improvements | 5,935 | ||
Subsequent capitalized additions, horticulture | 1,418 | ||
Total cost, land and land improvements | 19,581 | ||
Total cost, buildings & improvements | 6,432 | ||
Total cost, horticulture | 1,418 | ||
Total cost | 27,431 | ||
Accumulated depreciation | $ (1,064) | ||
Kern County, California | Land, Buildings & Improvements | Date Acquired 1/31/2018 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jan. 31, 2018 | ||
Encumbrances | $ 1,451 | ||
Initial cost, land and land improvements | 2,733 | ||
Initial cost, buildings & improvements | 249 | ||
Subsequent capitalized additions, land improvements | (4) | ||
Total cost, land and land improvements | 2,728 | ||
Total cost, buildings & improvements | 249 | ||
Total cost | 2,977 | ||
Accumulated depreciation | $ (23) | ||
Manatee County, Florida | Land, Buildings & Improvements | Date Acquired 7/23/2014 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Sep. 29, 2014 | ||
Encumbrances | $ 9,698 | ||
Initial cost, land and land improvements | 8,466 | ||
Initial cost, buildings & improvements | 5,426 | ||
Subsequent capitalized additions, building & improvements | 667 | ||
Total cost, land and land improvements | 8,466 | ||
Total cost, buildings & improvements | 6,093 | ||
Total cost | 14,559 | ||
Accumulated depreciation | $ (2,214) | ||
Manatee County, Florida | Land, Buildings & Improvements | Date Acquired 11/4/2014 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Mar. 10, 2015 | ||
Encumbrances | $ 4,041 | ||
Initial cost, land and land improvements | 2,403 | ||
Initial cost, buildings & improvements | 1,871 | ||
Subsequent capitalized additions, building & improvements | 0 | ||
Total cost, land and land improvements | 2,403 | ||
Total cost, buildings & improvements | 1,871 | ||
Total cost | 4,274 | ||
Accumulated depreciation | $ (652) | ||
Hendry County, Florida | Land, Buildings & Improvements | Date Acquired 1/5/2015 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jun. 25, 2015 | ||
Encumbrances | $ 10,356 | ||
Initial cost, land and land improvements | 14,411 | ||
Initial cost, buildings & improvements | 789 | ||
Subsequent capitalized additions, land improvements | 0 | ||
Total cost, land and land improvements | 14,411 | ||
Total cost, buildings & improvements | 789 | ||
Total cost | 15,200 | ||
Accumulated depreciation | $ (432) | ||
Hendry County, Florida | Land, Buildings & Improvements | Date Acquired 8/20/2015 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Nov. 02, 2015 | ||
Encumbrances | $ 1,985 | ||
Initial cost, land and land improvements | 3,244 | ||
Initial cost, buildings & improvements | 739 | ||
Subsequent capitalized additions, land improvements | 2 | ||
Total cost, land and land improvements | 3,246 | ||
Total cost, buildings & improvements | 739 | ||
Total cost | 3,985 | ||
Accumulated depreciation | $ (359) | ||
Holt County, Nebraska | Land, Buildings & Improvements | Date Acquired 3/10/2015 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Aug. 20, 2015 | ||
Encumbrances | $ 3,516 | ||
Initial cost, land and land improvements | 4,690 | ||
Initial cost, buildings & improvements | 786 | ||
Total cost, land and land improvements | 4,690 | ||
Total cost, buildings & improvements | 786 | ||
Total cost | 5,476 | ||
Accumulated depreciation | $ (220) | ||
Rock County, Nebraska | Land, Buildings & Improvements | Date Acquired 6/25/2015 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Aug. 20, 2015 | ||
Encumbrances | $ 3,534 | ||
Initial cost, land and land improvements | 4,862 | ||
Initial cost, buildings & improvements | 613 | ||
Total cost, land and land improvements | 4,862 | ||
Total cost, buildings & improvements | 613 | ||
Total cost | 5,475 | ||
Accumulated depreciation | $ (268) | ||
Saguache County, Colorado | Land, Buildings & Improvements | Date Acquired 11/2/2015 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Mar. 03, 2016 | ||
Encumbrances | $ 15,689 | ||
Initial cost, land and land improvements | 16,756 | ||
Initial cost, buildings & improvements | 8,348 | ||
Subsequent capitalized additions, land improvements | 0 | ||
Subsequent capitalized additions, building & improvements | 747 | ||
Total cost, land and land improvements | 16,756 | ||
Total cost, buildings & improvements | 9,095 | ||
Total cost | 25,851 | ||
Accumulated depreciation | $ (2,912) | ||
Fresno County, California | Land & Buildings | Date Acquired 12/23/2015 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Apr. 05, 2016 | ||
Encumbrances | $ 8,657 | ||
Initial cost, land and land improvements | 3,623 | ||
Initial cost, buildings & improvements | 1,228 | ||
Initial cost, horticulture | 11,455 | ||
Subsequent capitalized additions, land improvements | 0 | ||
Subsequent capitalized additions, building & improvements | 192 | ||
Total cost, land and land improvements | 3,623 | ||
Total cost, buildings & improvements | 1,420 | ||
Total cost, horticulture | 11,455 | ||
Total cost | 16,498 | ||
Accumulated depreciation | $ (1,340) | ||
Fresno County, California | Land & Buildings | Date Acquired 9/14/2016 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Oct. 13, 2016 | ||
Encumbrances | $ 3,708 | ||
Initial cost, land and land improvements | 2,937 | ||
Initial cost, buildings & improvements | 139 | ||
Initial cost, horticulture | 3,452 | ||
Total cost, land and land improvements | 2,937 | ||
Total cost, buildings & improvements | 139 | ||
Total cost, horticulture | 3,452 | ||
Total cost | 6,528 | ||
Accumulated depreciation | $ (403) | ||
Saint Lucie County, Florida | Land, Buildings & Improvements | Date Acquired 3/3/2016 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jul. 01, 2016 | ||
Encumbrances | $ 2,914 | ||
Initial cost, land and land improvements | 4,165 | ||
Initial cost, buildings & improvements | 971 | ||
Total cost, land and land improvements | 4,165 | ||
Total cost, buildings & improvements | 971 | ||
Total cost | 5,136 | ||
Accumulated depreciation | $ (243) | ||
Baca County, Colorado | Land, Buildings & Improvements | Date Acquired 9/14/2016 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Dec. 28, 2016 | ||
Encumbrances | $ 6,104 | ||
Initial cost, land and land improvements | 11,430 | ||
Initial cost, buildings & improvements | 278 | ||
Total cost, land and land improvements | 11,430 | ||
Total cost, buildings & improvements | 278 | ||
Total cost | 11,708 | ||
Accumulated depreciation | $ (111) | ||
Baca County, Colorado | Land & Buildings | Date Acquired 12/15/2017 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Dec. 15, 2017 | ||
Encumbrances | $ 3,444 | ||
Initial cost, land and land improvements | 2,016 | ||
Initial cost, buildings & improvements | 324 | ||
Initial cost, horticulture | 3,626 | ||
Subsequent capitalized additions, land improvements | (1) | ||
Subsequent capitalized additions, horticulture | (3) | ||
Total cost, land and land improvements | 2,015 | ||
Total cost, buildings & improvements | 324 | ||
Total cost, horticulture | 3,623 | ||
Total cost | 5,962 | ||
Accumulated depreciation | $ (374) | ||
Baca County, Colorado | Land & Improvements | Date Acquired 4/5/2016 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Sep. 01, 2016 | ||
Encumbrances | $ 3,157 | ||
Initial cost, land and land improvements | 6,167 | ||
Initial cost, buildings & improvements | 214 | ||
Initial cost, horticulture | 0 | ||
Total cost, land and land improvements | 6,167 | ||
Total cost, buildings & improvements | 214 | ||
Total cost, horticulture | 0 | ||
Total cost | 6,381 | ||
Accumulated depreciation | $ (33) | ||
Stanislaus County, California | Land, Buildings & Improvements | Date Acquired 7/1/2016 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Sep. 14, 2016 | ||
Encumbrances | $ 7,525 | ||
Initial cost, land and land improvements | 14,114 | ||
Initial cost, buildings & improvements | 45 | ||
Subsequent capitalized additions, building & improvements | 463 | ||
Total cost, land and land improvements | 14,114 | ||
Total cost, buildings & improvements | 508 | ||
Total cost | 14,622 | ||
Accumulated depreciation | $ (32) | ||
Merced County, California | Land, Buildings & Improvements | Date Acquired 9/1/2016 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Sep. 14, 2016 | ||
Encumbrances | $ 6,946 | ||
Initial cost, land and land improvements | 12,845 | ||
Initial cost, buildings & improvements | 504 | ||
Subsequent capitalized additions, building & improvements | 190 | ||
Total cost, land and land improvements | 12,845 | ||
Total cost, buildings & improvements | 694 | ||
Total cost | 13,539 | ||
Accumulated depreciation | $ (52) | ||
Merced County, California | Land | Date Acquired 12/6/2018 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Dec. 06, 2018 | ||
Encumbrances | $ 4,305 | ||
Initial cost, land and land improvements | 8,210 | ||
Initial cost, buildings & improvements | 0 | ||
Total cost, land and land improvements | 8,210 | ||
Total cost | $ 8,210 | ||
Martin County, Florida | Land, Buildings & Improvements | Date Acquired 10/13/2016 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jan. 12, 2017 | ||
Encumbrances | $ 32,400 | ||
Initial cost, land and land improvements | 52,443 | ||
Initial cost, buildings & improvements | 1,627 | ||
Initial cost, horticulture | 0 | ||
Total cost, land and land improvements | 52,443 | ||
Total cost, buildings & improvements | 1,627 | ||
Total cost, horticulture | 0 | ||
Total cost | 54,070 | ||
Accumulated depreciation | $ (128) | ||
Yuma County, Arizona | Land, Buildings & Improvements | Date Acquired 12/28/2016 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jun. 01, 2017 | ||
Encumbrances | $ 14,765 | ||
Initial cost, land and land improvements | 12,390 | ||
Initial cost, buildings & improvements | 12,191 | ||
Subsequent capitalized additions, building & improvements | 12,928 | ||
Total cost, land and land improvements | 12,390 | ||
Total cost, buildings & improvements | 25,119 | ||
Total cost | 37,509 | ||
Accumulated depreciation | $ (1,132) | ||
Bladen County, North Carolina | Land & Buildings | Date Acquired 7/17/2017 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jul. 17, 2017 | ||
Encumbrances | $ 7,680 | ||
Initial cost, land and land improvements | 5,048 | ||
Initial cost, buildings & improvements | 777 | ||
Initial cost, horticulture | 7,818 | ||
Subsequent capitalized additions, land improvements | 2 | ||
Subsequent capitalized additions, building & improvements | 13 | ||
Total cost, land and land improvements | 5,050 | ||
Total cost, buildings & improvements | 790 | ||
Total cost, horticulture | 7,818 | ||
Total cost | 13,658 | ||
Accumulated depreciation | $ (631) | ||
Okeechobee County, Florida | Land, Buildings & Improvements | Date Acquired 8/9/2017 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Aug. 09, 2017 | ||
Encumbrances | $ 5,632 | ||
Initial cost, land and land improvements | 9,111 | ||
Initial cost, buildings & improvements | 953 | ||
Subsequent capitalized additions, land improvements | 985 | ||
Subsequent capitalized additions, building & improvements | 956 | ||
Total cost, land and land improvements | 10,096 | ||
Total cost, buildings & improvements | 1,909 | ||
Total cost, horticulture | 0 | ||
Total cost | 12,005 | ||
Accumulated depreciation | $ (103) | ||
Santa Barbara County, California | Land & Buildings | Date Acquired 8/9/2017 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Aug. 09, 2017 | ||
Encumbrances | $ 3,225 | ||
Initial cost, land and land improvements | 4,559 | ||
Initial cost, buildings & improvements | 577 | ||
Initial cost, horticulture | 397 | ||
Subsequent capitalized additions, land improvements | (50) | ||
Subsequent capitalized additions, building & improvements | 904 | ||
Subsequent capitalized additions, horticulture | 602 | ||
Total cost, land and land improvements | 4,509 | ||
Total cost, buildings & improvements | 1,481 | ||
Total cost, horticulture | 999 | ||
Total cost | 6,989 | ||
Accumulated depreciation | $ (157) | ||
Walla Walla County, WA | Land & Buildings | Date Acquired 9/8/2017 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Sep. 08, 2017 | ||
Encumbrances | $ 5,236 | ||
Initial cost, land and land improvements | 5,286 | ||
Initial cost, buildings & improvements | 401 | ||
Initial cost, horticulture | 3,739 | ||
Total cost, land and land improvements | 5,286 | ||
Total cost, buildings & improvements | 401 | ||
Total cost, horticulture | 3,739 | ||
Total cost | 9,426 | ||
Accumulated depreciation | $ (677) | ||
Collier & Hendry, Florida | Land, Buildings & Improvements | Date Acquired 7/12/2018 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Jul. 12, 2018 | ||
Initial cost, land and land improvements | $ 36,223 | ||
Initial cost, buildings & improvements | 344 | ||
Total cost, land and land improvements | 36,223 | ||
Total cost, buildings & improvements | 344 | ||
Total cost | 36,567 | ||
Accumulated depreciation | $ (23) | ||
Kings County, California | Land & Buildings | Date Acquired 9/13/2018 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Sep. 13, 2019 | ||
Encumbrances | $ 4,110 | ||
Initial cost, land and land improvements | 3,264 | ||
Initial cost, buildings & improvements | 284 | ||
Initial cost, horticulture | 3,349 | ||
Total cost, land and land improvements | 3,264 | ||
Total cost, buildings & improvements | 284 | ||
Total cost, horticulture | 3,349 | ||
Total cost | 6,897 | ||
Accumulated depreciation | $ (5) | ||
Madera, California | Land & Buildings | Date Acquired 11/1/2018 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Nov. 01, 2018 | ||
Encumbrances | $ 13,800 | ||
Initial cost, land and land improvements | 12,305 | ||
Initial cost, buildings & improvements | 1,718 | ||
Initial cost, horticulture | 9,015 | ||
Total cost, land and land improvements | 12,305 | ||
Total cost, buildings & improvements | 1,718 | ||
Total cost, horticulture | 9,015 | ||
Total cost | 23,038 | ||
Accumulated depreciation | $ (56) | ||
Hartley County, Texas | Land, Buildings & Improvements | Date Acquired 11/20/2018 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Date Acquired | Nov. 20, 2018 | ||
Encumbrances | $ 5,280 | ||
Initial cost, land and land improvements | 7,320 | ||
Initial cost, buildings & improvements | 1,054 | ||
Total cost, land and land improvements | 7,320 | ||
Total cost, buildings & improvements | 1,054 | ||
Total cost | 8,374 | ||
Accumulated depreciation | $ (8) |
Schedule III - Real Estate and Accumulated Depreciation (Narrative) (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Aggregate cost | $ 563,004 | $ 466,143 | $ 337,377 |
Land, Buildings, Improvements & Horticulture | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Aggregate cost | $ 564,100 | ||
Buildings and Improvements | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Estimated useful life | 39 years | ||
Horticulture | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Estimated useful life | 40 years | ||
Equipment And Fixtures | Minimum | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Estimated useful life | 5 years | ||
Equipment And Fixtures | Maximum | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Estimated useful life | 10 years |
Schedule III - Real Estate and Accumulated Depreciation - Schedule of Change in Balance of Real Estate (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | ||
Balance, beginning of period | $ 466,143 | $ 337,377 |
Additions: | ||
Acquisitions during the period | 90,671 | 129,226 |
Improvements | 21,811 | 3,945 |
Deductions: | ||
Dispositions during period | (15,621) | (4,405) |
Balance, end of period | $ 563,004 | $ 466,143 |
Schedule III - Real Estate and Accumulated Depreciation - Schedule of Change in Balance of Accumulated Depreciation (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2018 |
Dec. 31, 2017 |
|
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | ||
Balance, beginning of period | $ 16,657 | $ 11,066 |
Additions during period | 8,230 | 6,180 |
Dispositions during period | (836) | (589) |
Balance, end of period | $ 24,051 | $ 16,657 |
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