XML 43 R27.htm IDEA: XBRL DOCUMENT v3.20.4
Subsequent Events (Tables)
 12 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
Summary of Acquisition Activity During the year ended December 31, 2020, we acquired 26 new farms, which are summarized in the table below (dollars in thousands, except for footnotes).
Property NameProperty
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)
County Road 18Phillips, CO1/15/20201,3252Sugar beets, edible beans, potatoes, & corn6.0 yearsNone$7,500 $39 $416 
Lamar ValleyChase, NE5/7/20206781Potatoes, edible beans, & corn6.7 years
2 (5 years)
3,500 42 204 
Driver Road(3)
Kern, CA6/5/20205901Pecans4.7 years
2 (10 years)
14,169 52 784 
Mt. HermonWicomico & Caroline, MD, and Sussex, DE8/31/20209395Sod & vegetables10.0 years
2 (5 years)
7,347 226 432 
Firestone Avenue(4)(5)(6)
Fresno, CA9/3/20202,5343Pistachios and misc. organic & conventional vegetables1.2 years
2 (5 years)
31,833 131 1,734 
West Lost Hills(4)(7)(8)
Fresno, CA10/1/20208011Pistachios1.1 years
4 (3 years)
31,827 77 1,752 
Tractor RoadBamberg & Orangeburg, SC10/23/20205973Sod9.5 yearsNone3,765 72 244 
American AveFresno, CA12/11/20202361Current: Table grapes; Future: Almonds19.9 years
1 (5 years)
3,600 50 241 
Round MountainVentura, CA12/15/20203683Misc. vegetables1.6 yearsNone20,750 64 949 
West SierraTulare, CA12/17/20204,6421Almonds, pomegranates (conventional & organic), pistachios, and oats9.9 years
1 (10 years)
61,500 107 3,886 
Eight Mile Road(9)
San Joaquin, CA12/24/20201,0362Conventional & organic blueberries10.0 years
3 (5 years)
34,300 81 2,030 
Rock Road(9)
Whatcom, WA12/24/20206382Blueberries10.0 years
3 (5 years)
31,700 74 1,885 
Fountain Springs(4)
Tulare, CA12/31/20201601Citrus (mandarins & lemons)7.8 years
2 (5 years)
4,200 50 252 
14,54426$255,991 $1,065   $14,809 
(1)Includes approximately $75,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which costs were expensed in the period incurred.
(2)Unaudited; based on the minimum cash rental payments guaranteed under the respective leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)The lease provides for an initial term of 14.7 years and includes six tenant termination options throughout the initial term. The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(4)Lease provides for an annual participation rent component based on the gross crop revenues earned on the farm. The rent figure above represents only the minimum cash guaranteed under the lease.
(5)Lease provides for an initial term of 8.2 years but also includes an annual tenant termination option should the tenant become physically unable to continue farming operations on the property, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(6)In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to a 12.5% interest in the LLC, was valued at approximately $280,000 at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
(7)Lease provides for an initial term of 3.1 years but also includes an annual tenant termination option should the tenant become physically unable to continue farming operations on the property, effective as of the end of the then-current lease year (as defined within the lease). The lease term stated above represents the term through the first available termination option, and the annualized straight-line rent amount represents the rent guaranteed through the noncancellable term of the lease.
(8)In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. Our acquired ownership, which equated to a 12.5% interest in the LLC, was valued at approximately $294,000 at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
(9)These two properties were acquired as part of a single transaction. In addition, in connection with the acquisition of these properties, we committed to provide up to $3.0 million as additional compensation for a cold storage facility subject to a ground lease, contingent upon the approval by local municipal entity. We are currently unable to estimate when or if this approval will be obtained.
During the year ended December 31, 2019, we acquired 26 new farms, which are summarized in the table below (dollars in thousands, except for footnotes).
Property
Name		Property
Location		Acquisition
Date		Total
Acreage		No. of
Farms		Primary
Crop(s) / Use		Lease
Term		Renewal
Options		Total
Purchase
Price
Acquisition
Costs(1)
Annualized
Straight-line
Rent(2)
Somerset RoadLincoln, NE1/22/20196951Popcorn & edible beans4.9 years
1 (5 years)
$2,400 $33 $126 
Greenhills Boulevard(3)
Madera, CA4/9/20199281Pistachios10.6 years
2 (5 years)
28,550 141 1,721 
Van Buren TrailVan Buren, MI5/29/20191592Blueberries & cranberries10.6 years
2 (5 years)
2,682 26 206 
Blue Star HighwayAllegran & Van Buren, MI6/4/20193578Blueberries10.6 years
2 (5 years)
5,100 30 390 
Yolo County Line RoadYolo, CA6/13/20195421Olives for olive oil14.6 years
1 (5 years)
9,190 68 624 
San Juan Grade Road(4)
Monterey, CA7/11/20193241Strawberries & vegetables0.3 yearsNone9,000 68 632 
West Citrus Boulevard(5)
Martin, FL7/22/20193,5861Water retention8.4 years
2 (10 years)
57,790 516 3,696 
Sutter Avenue
(Phase I)(3)(6)
Fresno, CA8/16/20191,0111Pistachios8.2 years
2 (5 years)
33,000 146 2,106 
Las Posas Road(7)
Ventura, CA8/28/20194133Sod & vegetables3.3 years
1 (2 years)
21,320 111 1,283 
Withers Road(8)
Napa, CA8/29/20193661Wine grapes10.3 years
2 (10 years)
32,000 84 2,256 
Highway 17(9)
Hayes, NE10/7/20192,5613Corn, soybeans, & edible beans0.2 yearsNone9,690 44 489 
Indian Highway(10)
Hayes & Hitchcock, NE10/7/20191,2892Corn, soybeans, & edible beans0.3 yearsNone5,000 36 788 
Sutter Avenue
(Phase II)(3)(6)
Fresno, CA11/1/20191,0991Pistachios8.0 years
2 (5 years)
37,000 73 2,365 
13,33026$252,722 $1,376 $16,682 
(1)Includes approximately $76,000 of aggregate external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.
(2)Unaudited; based on the minimum cash rental payments guaranteed under the respective leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.
(3)Leases provide for an annual 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.
(4)In connection with the acquisition of this property, we executed a six-year, follow-on lease with a new tenant that will commence upon the expiration of the four-month lease executed on the date of acquisition. The follow-on lease includes one, four-year extension option and provides for minimum annualized straight-line rents of approximately $606,000. In connection with the follow-on lease, we committed to provide up to $100,000 for certain irrigation improvements on the property.
(5)As partial consideration for the acquisition of this property, we issued 288,303 OP Units, constituting an aggregate fair value of approximately $3.3 million as of the acquisition date.
(6)In connection with the acquisition of this property (which occurred in two phases), we also acquired an ownership in a related LLC, the sole purpose of which is to own and maintain a pipeline conveying water to this and other neighboring properties. On August 16, 2019, we acquired an 11.75% ownership interest in the LLC that was valued at approximately $280,000 at the time of acquisition, and on November 1, 2019, we acquired an additional 13.25% interest in the LLC that was valued at approximately $307,000 at the time of acquisition. Our acquired ownership in the LLC is included within Other assets, net on the accompanying Consolidated Balance Sheets. See “Investments in Unconsolidated Entities” below for further information on our aggregate ownership interest in this LLC.
(7)In connection with this acquisition, we executed two separate lease agreements with two different, unrelated third-party tenants. The lease term of 3.3 years represents the weighted-average term of the two leases. In addition, pursuant to one of these lease agreements, we committed to provide up to $1.0 million for certain irrigation improvements on the property.
(8)In connection with the acquisition of this property, we committed to provide up to approximately $4.0 million as additional compensation, contingent upon the County of Napa approving the planting of additional vineyards on up to 47 acres of the property. Subject to such approval, we also committed to contribute up to 40,000 per approved acre for the development of such vineyards. As provided for in the lease, we will earn additional rent on all of the aforementioned costs, if any, incurred by us. See below, under “Significant Existing Real Estate Activity—Property Add-on,” for additional information on the subsequent approval of additional vineyard plantings.
(9)In connection with the acquisition of this property, we executed a 10-year, follow-on lease with a new, unrelated third-party tenant that will commence upon the expiration of the three-month lease executed on the date of acquisition. The follow-on lease provides for minimum annualized straight-line rents of approximately $630,000, plus a participation rent component based on the gross revenues earned on the farm. The farm is expected to be converted to organic farmland by the second half of 2021. In addition, the incoming tenant intends to construct a building on a portion of the property to act as its headquarters, and pursuant to the follow-on lease, we are obligated to purchase the building from the tenant at a price approximately equal to the total construction cost. Construction of this building has not yet begun, and we are unable to estimate the total cost of the building at this time. As stipulated in the follow-on lease, we will earn additional rent on the total construction cost of the building as disbursements are made by us
(10)In connection with this acquisition, we executed a four-month leaseback agreement with the seller that provides for a fixed rental payment of $250,000. In addition, we also executed a 10-year, follow-on lease with a new, unrelated third-party tenant that will commence upon the expiration of the four-month leaseback agreement. The follow-on lease provides for minimum annualized straight-line rents of approximately $372,000, plus a participation rent component based on the gross revenues earned on the farm. In addition, the farm is expected to be converted to organic farmland by the second half of 2021.
Summary of Borrowings Our borrowings as of December 31, 2020 and 2019 are summarized below (dollars in thousands):
 Carrying Value as of As of December 31, 2020
December 31, 2020 December 31, 2019 
Stated Interest
Rates(1)
(Range; Wtd Avg)
 Maturity Dates
(Range; Wtd Avg)
Notes and bonds payable:
Fixed-rate notes payable$492,182 $394,569 
2.45%–5.70%; 3.78%
2/14/2022–11/1/2045; December 2031
Variable-rate notes payable(2)
45,525 — 
2.14%–3.00%; 2.18%
12/1/2022–11/1/2045; July 2030
Fixed-rate bonds payable89,883 90,380 
2.13%–4.57%; 3.50%
8/17/2021–10/31/2028; June 2024
Total notes and bonds payable627,590 484,949 
Debt issuance costs – notes and bonds payable(3,629)(3,120)N/AN/A
Notes and bonds payable, net$623,961 $481,829 
Variable-rate revolving lines of credit$100 $100 2.50%4/5/2024
Total borrowings, net$624,061 $481,929 
(1)Where applicable, stated interest rates are before interest patronage (as described below).
(2)Notes were fixed subsequent to December 31, 2020; see Note 11, “Subsequent Events.”
Subsequent to the year ended December 31, 2020, we entered into the following loan agreements with the terms of which are summarized in the following table (dollars in thousands):
LenderDate of
Issuance		AmountMaturity DatePrincipal AmortizationStated Interest RateInterest Rate Terms
Farm Credit West, FLCA1/28/2021$2,073 11/1/204524.8 years3.23%Fixed through December 31, 2027 (variable thereafter)
Farmer Mac2/4/20212,460 10/31/202825.0 years3.13%Fixed throughout term
Subsequent to December 31, 2020, we fixed the interest rates on these loans, as summarized in the following table (dollars in thousands):
LenderDate of Fixed
Agreement		Loan
Amount		Original Variable Interest Rate TermsNew Fixed Interest Rate Terms
Farm Credit West, FLCA1/8/2021$2,160 
3.00%, subject to change monthly
3.70%, fixed through 1/31/2031; variable thereafter
Rabo AgriFinance, LLC(1)
1/15/202137,170 
1-month LIBOR + 2.00%
3.21%; fixed throughout term
Rabo AgriFinance, LLC(1)
1/15/20216,195 
1-month LIBOR + 2.00%
2.46%; fixed throughout term
(1)Interest rates were fixed via our entry into interest rate swap agreements.
Summary of Equity Activity
The following table provides information on certain equity sales that have occurred subsequent to December 31, 2020 (dollars in thousands, except per-share amounts):
Type of IssuanceNumber of
Shares Sold		Weighted-average
Offering Price
Per Share		Gross Proceeds
Net Proceeds(1)
Series C Preferred Stock(2)
313,646$24.88 $7,802 $7,135 
Common Stock – ATM Program524,14814.47 7,582 7,507 
(1)Net of Series C Selling Commissions and Series C Dealer-Manager Fees or underwriting commissions and discounts (in each case, as applicable).
(2)Excludes approximately 367 shares issued pursuant to the DRIP.
Monthly Distributions Declared by Company's Board of Directors On January 12, 2021, our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock:
IssuanceRecord DatePayment DateDistribution per Share
Series A Term Preferred Stock:January 22, 2021January 29, 2021$0.1328125 
Total Series A Term Preferred Stock Distributions:$0.1328125 
Series B Preferred Stock:January 27, 2021February 5, 2021$0.125 
February 24, 2021March 5, 20210.125 
March 24, 2021April 5, 20210.125 
Total Series B Preferred Stock Distributions:$0.375 
Series C Preferred Stock:January 27, 2021February 5, 2021$0.125 
February 24, 2021March 5, 20210.125 
March 24, 2021April 5, 20210.125 
Total Series C Preferred Stock Distributions:$0.375 
Series D Term Preferred Stock(1):
February 17, 2021February 28, 2021
(2)
$0.142361 
March 25, 2021April 5, 20210.104167 
Total Series D Term Preferred Stock Distributions:$0.246528 
Common Stock(3):
January 22, 2021January 29, 2021$0.04495 
February 17, 2021February 26, 20210.04495 
March 18, 2021March 31, 20210.04495 
Total Common Stock Distributions:$0.13485 
(1)Dividends on the Series D Term Preferred Stock were declared on January 25, 2021.
(2)To be paid on the following business day.
(3)The same amounts paid to common stockholders will be paid as distributions on each OP Unit held by non-controlling OP Unitholders as of the above record dates.