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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 001-35795
GLADSTONE LAND CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 54-1892552
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer Identification No.)
1521 Westbranch Drive,Suite 100
McLean,Virginia22102
(Address of principal executive offices)(Zip Code)
(703) 287-5800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareLANDThe Nasdaq Stock Market, LLC
6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per shareLANDOThe Nasdaq Stock Market, LLC
6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per shareLANDPThe Nasdaq Stock Market, LLC
5.00% Series D Cumulative Redeemable Term Preferred Stock, $0.001 par value per shareLANDMThe Nasdaq Stock Market, LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer  Accelerated filer
Non-accelerated filer  Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes      No  
The number of shares of the registrant’s Common Stock, $0.001 par value per share, outstanding as of May 6, 2024, was 35,838,442.


GLADSTONE LAND CORPORATION
FORM 10-Q FOR THE QUARTER ENDED
MARCH 31, 2024
TABLE OF CONTENTS 
  PAGE


PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
(Unaudited)
March 31, 2024December 31, 2023
ASSETS
Real estate, at cost$1,384,228 $1,383,742 
Less: accumulated depreciation(149,608)(142,212)
Total real estate, net1,234,620 1,241,530 
Lease intangibles, net4,550 4,782 
Real estate and related assets held for sale, net 53,626 
Cash and cash equivalents51,555 18,571 
Other assets, net72,785 68,815 
TOTAL ASSETS$1,363,510 $1,387,324 
LIABILITIES AND EQUITY
LIABILITIES:
Borrowings under lines of credit$200 $200 
Notes and bonds payable, net551,954 573,911 
Series D cumulative term preferred stock, net, $0.001 par value, $25.00 per share liquidation preference; 3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of March 31, 2024, and December 31, 2023
59,621 59,519 
Accounts payable and accrued expenses8,401 10,298 
Due to related parties, net3,103 3,874 
Other liabilities, net16,912 19,909 
Total Liabilities640,191 667,711 
Commitments and contingencies (Note 7)
EQUITY:
Stockholders’ equity:
Series B cumulative redeemable preferred stock, $0.001 par value, $25.00 per share liquidation preference; 6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of March 31, 2024, and December 31, 2023
6 6 
Series C cumulative redeemable preferred stock, $0.001 par value, $25.00 per share liquidation preference; 25,902,437 shares authorized, 10,156,509 shares issued and outstanding as of March 31, 2024, and December 31, 2023
10 10 
Series E cumulative redeemable preferred stock, $0.001 par value, $25.00 per share liquidation preference; 15,998,400 shares authorized, 247,181 shares issued and outstanding as of March 31, 2024; 15,998,400 shares authorized, 235,841 shares issued and outstanding as of December 31, 2023
  
Common stock, $0.001 par value; 48,043,098 shares authorized, 35,838,442 shares issued and outstanding as of March 31, 2024, and December 31, 2023
36 36 
Additional paid-in capital856,455 856,206 
Distributions in excess of accumulated earnings(141,562)(144,011)
Accumulated other comprehensive income8,374 7,366 
Total stockholders’ equity723,319 719,613 
Non-controlling interests in Operating Partnership  
Total Equity723,319 719,613 
TOTAL LIABILITIES AND EQUITY$1,363,510 $1,387,324 

The accompanying notes are an integral part of these condensed consolidated financial statements.
3

GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except share and per-share data)
(Unaudited)
 For the Three Months Ended March 31,
 20242023
OPERATING REVENUES:
Lease revenue, net$19,826 $21,202 
Other operating revenue426  
Total operating revenues20,252 21,202 
OPERATING EXPENSES:
Depreciation and amortization8,789 9,119 
Property operating expenses877 1,128 
Base management fee2,156 2,149 
Administration fee603 575 
General and administrative expenses566 786 
Total operating expenses12,991 13,757 
OTHER INCOME (EXPENSE):
Other income2,428 2,620 
Interest expense(5,555)(6,036)
Dividends declared on cumulative term preferred stock(755)(755)
Gain (loss) on dispositions of real estate assets, net10,273 (481)
Property and casualty loss, net (1,016)
Loss from investments in unconsolidated entities(85)(27)
Total other income (expense), net6,306 (5,695)
NET INCOME13,567 1,750 
Net income attributable to non-controlling interests  
NET INCOME ATTRIBUTABLE TO THE COMPANY13,567 1,750 
Dividends declared on cumulative redeemable preferred stock(6,118)(6,068)
Loss on extinguishment of cumulative redeemable preferred stock (2)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$7,449 $(4,320)
INCOME (LOSS) PER COMMON SHARE:
Basic and diluted$0.21 $(0.12)
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic and diluted35,838,442 35,547,397 
NET INCOME$13,567 $1,750 
Change in fair value related to interest rate hedging instruments1,008 (1,648)
COMPREHENSIVE INCOME14,575 102 
Net income attributable to non-controlling interests  
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY$14,575 $102 

The accompanying notes are an integral part of these condensed consolidated financial statements.
4

GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share data)
(Unaudited)

Three Months Ended March 31, 2024
 Series B
Preferred Stock
Series C
Preferred Stock
Series E
Preferred Stock
Common StockAdditional
Paid-in 
Capital
Distributions
in Excess of
Accumulated
Earnings
Accumulated
Other
Comprehensive
Income
Total
Stockholders’
Equity
Non-
Controlling
Interests
Total
Equity
No. of
Shares
Par
Value
No. of
Shares
Par
Value
No. of
Shares
Par
Value
No. of
Shares
Par
Value
Balance at December 31, 20235,956,065$6 10,156,509$10 235,841$ 35,838,442$36 $856,206 $(144,011)$7,366 $719,613 $ $719,613 
Issuance of Series E Preferred Stock, net— — 11,340— — 249 — — 249 — 249 
Net income— — — — — 13,567 — 13,567 — 13,567 
Dividends—cumulative redeemable preferred stock— — — — — (6,118)— (6,118)— (6,118)
Distributions—OP Units and common stock— — — — — (5,000)— (5,000)— (5,000)
Comprehensive income attributable to the Company— — — — — — 1,008 1,008 — 1,008 
Balance at March 31, 20245,956,065$6 10,156,509$10 247,181$ 35,838,442$36 $856,455 $(141,562)$8,374 $723,319 $ $723,319 



Three Months Ended March 31, 2023
 Series B
Preferred Stock
Series C
Preferred Stock
Series E
Preferred Stock
Common StockAdditional
Paid-in 
Capital
Distributions
in Excess of
Accumulated
Earnings
Accumulated
Other
Comprehensive
Income
Total
Stockholders’
Equity
Non-
Controlling
Interests
Total
Equity
No. of
Shares
Par
Value
No. of
Shares
Par
Value
No. of
Shares
Par
Value
No. of
Shares
Par
Value
Balance at December 31, 20225,956,065$6 10,191,353$10 $ 35,050,397$35 $836,674 $(114,370)$9,007 $731,362 $ $731,362 
Issuance of Series C Preferred Stock, net— 14,069— — — 318 — — 318 — 318 
Redemptions of Series C Preferred Stock, net— (9,820)— — — (223)(2)— (225)— (225)
Issuance of Series E Preferred Stock, net— — 60,200— — 1,349 — — 1,349 — 1,349 
Issuance of common stock, net— — — 663,5851 12,945 — — 12,946 — 12,946 
Net income— — — — — 1,750 — 1,750 — 1,750 
Dividends—cumulative redeemable preferred stock— — — — — (6,068)— (6,068)— (6,068)
Distributions—OP Units and common stock— — — — — (4,904)— (4,904)— (4,904)
Comprehensive income attributable to the Company— — — — — — (1,648)(1,648)— (1,648)
Balance at March 31, 20235,956,065$6 10,195,602$10 60,200$ 35,713,982$36 $851,063 $(123,594)$7,359 $734,880 $ $734,880 



The accompanying notes are an integral part of these condensed consolidated financial statements.
5

GLADSTONE LAND CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 For the Three Months Ended March 31,
 20242023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$13,567 $1,750 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization8,789 9,119 
Amortization of debt issuance costs243 261 
Amortization of deferred rent assets and liabilities, net492 (32)
Amortization of right-of-use assets from operating leases and operating lease liabilities, net23 23 
Loss from investments in unconsolidated entities85 27 
Bad debt expense12 32 
(Gain) loss on dispositions of real estate assets, net(10,273)481 
Property and casualty loss, net 1,016 
Changes in operating assets and liabilities:
Other assets, net(3,750)(2,586)
Accounts payable and accrued expenses and Due to related parties, net(2,904)(6,367)
Other liabilities, net(2,864)990 
Net cash provided by operating activities3,420 4,714 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures on existing real estate assets(1,478)(2,871)
Proceeds from dispositions of real estate assets, net63,997  
Deposits on prospective real estate acquisitions and investments (145)
Net cash provided by (used in) investing activities62,519 (3,016)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of notes and bonds payable(22,071)(27,570)
Payments of financing fees(11) 
Proceeds from issuance of preferred and common equity284 14,690 
Offering costs(40)(361)
Redemptions of cumulative redeemable preferred stock  (225)
Dividends paid on cumulative redeemable preferred stock(6,117)(5,741)
Distributions paid on common stock(5,000)(4,904)
Net cash used in financing activities(32,955)(24,111)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS32,984 (22,413)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD18,571 61,141 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$51,555 $38,728 
NON-CASH INVESTING AND FINANCING INFORMATION:
Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net$689 $712 
Tenant-funded improvements included within Real estate, at cost 25 
Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net 93 
Financing fees included in Accounts payable and accrued expenses and Due to related parties, net19  
Dividends paid on Series C Preferred Stock via additional share issuances 320 

The accompanying notes are an integral part of these condensed consolidated financial statements.
6

GLADSTONE LAND CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BUSINESS AND ORGANIZATION
Business and Organization
Gladstone Land Corporation (“we,” “us,” or 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, and 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 March 31, 2024, and December 31, 2023, the Company owned 100.0% of the outstanding OP Units (see Note 8, “Equity,” for additional discussion regarding OP Units).
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. For the three months ended March 31, 2024, and for the tax year ended December 31, 2023, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.
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).
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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Information
Our interim financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q in accordance with Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. The interim financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2024 (the “Form 10-K”). The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.
Use of Estimates
The preparation of financial statements in accordance with 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. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making certain judgments. Actual results may materially differ from these estimates.
Recently-Issued Accounting Pronouncements
As of March 31, 2024, there were no recently-issued accounting pronouncements that had a material impact on our condensed consolidated financial statements.
NOTE 3. REAL ESTATE AND INTANGIBLE ASSETS
7


All of our properties are wholly-owned on a fee-simple basis, except where noted. The following table provides certain summary information about the 168 farms we owned as of March 31, 2024 (dollars in thousands, except for footnotes):
LocationNo. of FarmsTotal
Acres
Farm AcresAcre-feet of
Water Assets
Net Cost Basis(1)
Encumbrances(2)
California(3)(4)(5)
6334,84432,32149,076$846,399 $385,369 
Florida2518,72013,8910167,060 78,143 
Washington62,5202,004058,847 20,076 
Arizona(6)
66,3205,333051,445 12,059 
Colorado1232,77325,577045,847 14,318 
Nebraska97,7827,050030,403 10,135 
Oregon(7)
6898736029,429 11,237 
Michigan231,8921,245022,830 13,694 
Texas13,6672,21908,082  
Maryland698786308,019 4,282 
South Carolina359744703,519 2,124 
Georgia223017502,593 1,623 
North Carolina231029502,107  
New Jersey311610102,085 1,221 
Delaware118014001,293 687 
168111,83692,39749,076$1,279,958 $554,968 
(1)Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Specifically, includes Total real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net; plus long-term water assets and related acquisition costs, net above-market lease values, lease incentives, and investments in special-purpose LLCs included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Condensed Consolidated Balance Sheets.
(2)Excludes approximately $2.8 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheets.
(3)Includes ownership in a special-purpose LLC that owns a pipeline conveying water to certain of our properties. As of March 31, 2024, this investment had a net carrying value of approximately $946,000 and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
(4)Includes eight acres in which we own a leasehold interest via a ground lease with a private individual that expires in December 2040 and five acres in which we own a leasehold interest via a ground sublease with a California municipality that expires in December 2041. As of March 31, 2024, these two ground leases had a net cost basis of approximately $680,000 and are included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets.
(5)Includes 46,003 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, and 3,073 surplus water credits in our account with Westlands Water District, located in Fresno County, California. See “—Investments in Water Assets” below for additional information.
(6)Includes two farms consisting of 1,368 total acres and 1,221 farm acres in which we own leasehold interests via two ground leases with the State of Arizona that expire in February 2025 and February 2032, respectively. As of March 31, 2024, these ground leases had an aggregate net cost basis of approximately $293,000 and are included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheets.
(7)Includes ownership in a special-purpose LLC that owns certain irrigation infrastructure that provides water to two of our farms. As of March 31, 2024, this investment had a net carrying value of approximately $4.7 million and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
Real Estate
The following table sets forth the components of our investments in tangible real estate assets as of March 31, 2024, and December 31, 2023 (dollars in thousands):
March 31, 2024December 31, 2023
Real estate:
Land and land improvements$792,310 $792,277 
Permanent plantings358,535 359,131 
Irrigation and drainage systems169,639 168,545 
Farm-related facilities50,508 50,517 
Other site improvements13,236 13,272 
Real estate, at cost1,384,228 1,383,742 
Accumulated depreciation(149,608)(142,212)
Total real estate, net$1,234,620 $1,241,530 
Real estate depreciation expense on these tangible assets was approximately $8.5 million and $8.9 million for the three months ended March 31, 2024 and 2023, respectively.
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Intangible Assets and Liabilities
The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of March 31, 2024, and December 31, 2023 (dollars in thousands):
March 31, 2024December 31, 2023
Lease intangibles:
Leasehold interest – land$3,372 $4,295 
In-place lease values2,470 2,470 
Leasing costs3,017 3,017 
Other(1)
140 141 
Lease intangibles, at cost8,999 9,923 
Accumulated amortization(4,449)(5,141)
Lease intangibles, net$4,550 $4,782 
(1)Other includes tenant relationships and acquisition-related costs allocated to miscellaneous lease intangibles.
Total amortization expense related to these lease intangible assets was approximately $231,000 and $252,000 for the three months ended March 31, 2024 and 2023, respectively,
The following table summarizes the carrying values of certain lease intangible assets or liabilities included in Other assets, net or Other liabilities, net, respectively, on the accompanying Condensed Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of March 31, 2024, and December 31, 2023 (dollars in thousands):
 March 31, 2024December 31, 2023
Intangible Asset or LiabilityDeferred
Rent Asset
(Liability)
Accumulated
(Amortization)
Accretion
Deferred
Rent Asset
(Liability)
Accumulated
(Amortization)
Accretion
Above-market lease values and lease incentives(1)
$5,781 $(2,484)$5,342 $(1,849)
Below-market lease values and other deferred revenue(2)
(1,944)665 (1,944)624 
$3,837 $(1,819)$3,398 $(1,225)
(1)Net above-market lease values and lease incentives are included as part of Other assets, net on the accompanying Condensed Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue, net on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2)Net below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue, net on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
Total amortization related to above-market lease values and lease incentives was approximately $635,000 and $159,000 for the three months ended March 31, 2024 and 2023, respectively. Total accretion related to below-market lease values and other deferred revenue was approximately $41,000 and $44,000 for the three months ended March 31, 2024 and 2023, respectively.
Acquisitions
We did not acquire any new farms during either of the three months ended March 31, 2024 or 2023.
Property Sale
On January 11, 2024, we completed the sale of a 3,748-acre farm in Martin County, Florida, for approximately $65.7 million. Including closing costs, we recognized a net gain on the sale of approximately $10.4 million.
Investments in Unconsolidated Entities
In connection with the acquisition of certain farmland located in Fresno County, California, we also acquired an ownership in a related limited liability company (the “Fresno LLC”), the sole purpose of which is to own and maintain a pipeline conveying water to our and other neighboring properties. In addition, in connection with the acquisition of certain farmland located in Umatilla County, Oregon, we also acquired an ownership in a related limited liability company (the “Umatilla LLC”), the sole purpose of which is to own and maintain an irrigation system providing water to our and other neighboring properties.
As of March 31, 2024, our aggregate ownership interest in the Fresno LLC and the Umatilla LLC was 50.0% and 20.4%, respectively. As our investments in the Fresno LLC and Umatilla LLC are both deemed to constitute “significant influence,” we have accounted for these investments under the equity method.
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During the three months ended March 31, 2024 or 2023, we recorded an aggregate loss of approximately $85,000 and $27,000, respectively (included in Loss from investments in unconsolidated entities on our Condensed Consolidated Statements of Operations and Comprehensive Income), which represents our pro-rata share of the aggregate loss recognized by the Fresno LLC and Umatilla LLC. As of March 31, 2024, and December 31, 2023, our combined ownership interest in the Fresno LLC and Umatilla LLC had an aggregate carrying value of approximately $5.7 million and $5.8 million, respectively, and is included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets.
Investments in Water Assets
In connection with the acquisition of certain farmland located in Kern County, California, we also acquired three contracts to purchase an aggregate of 45,000 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California. We subsequently executed all three contracts to purchase all 45,000 acre-feet of banked water for an aggregate additional cost of approximately $2.8 million. In addition, during the three months ended December 31, 2023, we obtained another contract to purchase an additional 1,003 acre-feet of banked water held by SWSD, which was conveyed to us by one of our tenants as partial consideration for a rent payment owed. We subsequently executed the contract to purchase all 1,003 acre-feet of banked water for an aggregate cost of approximately $61,000.
All acquired banked water was recognized at cost, including the subsequent cost to execute the contracts and any administrative fees necessary to transfer the water to our banked water account. As of March 31, 2024, the 46,003 acre-feet of banked water held by SWSD was recognized as a long-term water asset and had an aggregate carrying value of approximately $35.4 million (included within Other assets, net on our Consolidated Balance Sheets).
In addition, from May 2023 through March 2024, we elected to participate in a groundwater recharge program established by Westlands Water District (“WWD”), a water district located in Fresno County, California. Under the program, WWD paid for surplus surface water to be delivered to individual landowners’ properties with district-approved groundwater recharge facilities, also known as “water banks.” The landowner was allowed to keep 50% of the net amount of groundwater credits generated under the program (after allowing for certain leave-behind and evaporative losses), and the remaining 50% was used to recharge the aquifer and retained by WWD. Delivery of water under this program was subject to surplus water availability at WWD’s discretion. WWD terminated the program for the 2024 water year effective March 5, 2024. Through March 31, 2024, we have obtained 2,524 acre-feet of water credits, which represents 50% of the total net water credits generated and confirmed by WWD under the program as of such date. As of March 31, 2024, these water credits were recognized as a long-term water asset and had an aggregate carrying value of approximately $716,000 (included within Other assets, net on our Condensed Consolidated Balance Sheets). In addition, as a result of being granted these water credits in exchange for transferring and storing this surplus water on behalf of WWD, we recognized approximately $426,000 of non-cash revenue during the three months ended March 31, 2024, which represents the estimated fair value of the water credits obtained during the period. No such revenue was recorded during the prior-year period.
During 2023, we also entered into various other agreements with certain third parties (including local water districts and private individuals) to either buy water directly, buy a portion of other water districts’ surface water allocations in future years in which allocations are granted, or to store surface water on others’ behalf in one of our groundwater recharge facilities in exchange for a portion of the net groundwater credits produced and recognized by the respective water district. Through March 31, 2024, we have obtained 549 acre-feet of water credits as a result of these agreements, which were recognized as a long-term water asset with an aggregate carrying value of approximately $166,000 (included within Other assets, net on our Condensed Consolidated Balance Sheets).
As of March 31, 2024, and December 31, 2023, we owned a total of 49,076 acre-feet and 46,400 acre-feet, respectively, of long-term water assets, and our investments in these long-term water assets had an aggregate carrying value of approximately $35.4 million and $34.6 million, respectively, and are included within Other assets, net on our Condensed Consolidated Balance Sheets.
We have invested approximately $1.5 million to construct groundwater recharge facilities on two of our farms, which is included within Real estate, at cost on our Condensed Consolidated Balance Sheets. In addition, through March 31, 2024, we have invested an additional $2.3 million in the aggregate in connection with these agreements that are expected to result in additional groundwater credits in the future; however, the amount and timing of these credits, if any, is currently unknown and is dependent upon and subject to the recognition of such credits by the respective water districts, in their sole discretion. Such costs are held in a deferred asset account (also included within Other assets, net on our Condensed Consolidated Balance Sheets) until the related net water credits become estimable and are recognized by the respective water district, at which time the costs would be reclassed to investments in long-term water assets.
Portfolio Concentrations
Credit Risk
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As of March 31, 2024, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm. No individual tenant represented greater than 10% of the total lease revenue recorded during the three months ended March 31, 2024.
Geographic Risk
Farms located in California and Florida accounted for approximately $13.2 million (66.5%) and $3.1 million (15.6%), respectively, of the total lease revenue recorded during the three months ended March 31, 2024. We seek to continue to further diversify geographically, as may be desirable or feasible. If an unexpected natural disaster (such as an earthquake, wildfire, flood, or hurricane) occurs or climate change impacts the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. To date, none of our farms have been materially impacted by natural disasters. See “—California Floods” below for a discussion on damage caused on certain of our farms by the January 2023 floods that occurred in California. Besides California and Florida, no other single state accounted for more than 10.0% of the total lease revenue recorded during the three months ended March 31, 2024.
California Floods
In January 2023, periods of heavy rainfall in California resulted in floods that impacted several areas of the state, including regions where certain of our farms are located. As a result of the flooding, one of our farms in the Central Valley suffered damage to certain structures located on the farm, and we estimated the carrying value of such structures to be approximately $855,000. As such, during the year ended December 31, 2023, we wrote down the carrying value of these structures and also recorded a corresponding property and casualty loss, included within Property and casualty loss, net on our Condensed Consolidated Statements of Operations and Comprehensive Income. Certain of our other farms in California suffered minor damage as a result of the floods, but no other farms were materially impacted.
In addition, in February 2024, certain parts of California, particularly the southern part of the state, experienced a “one-in-one-thousand year” rainfall event, as atmospheric river storms caused widespread flooding and mudslides in multiple areas. Certain of our farms suffered minor damage as a result of the storms, but no farms were materially impacted.
Impairment
We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment. As of March 31, 2024, and December 31, 2023, we concluded that none of our properties or investments in water assets were impaired. There have been no impairments recognized on our real estate assets since our inception.
NOTE 4. BORROWINGS
Our borrowings as of March 31, 2024, and December 31, 2023, are summarized below (dollars in thousands):
 Carrying Value as ofAs of March 31, 2024
March 31, 2024December 31, 2023
Stated Interest
Rates(1)
(Range; Wtd Avg)
Maturity Dates
(Range; Wtd Avg)
Variable-rate revolving lines of credit$200 $200 7.33%12/15/2033
Notes and bonds payable:
Fixed-rate notes payable$518,444 $524,199 
2.45%-6.97%; 3.73%
9/1/2024–7/1/2051; May 2033
Fixed-rate bonds payable36,324 52,640 
3.13%–4.57%; 3.86%
8/30/2024–12/30/2030; October 2027
Total notes and bonds payable554,768 576,839 
Debt issuance costs – notes and bonds payable(2,814)(2,928)N/AN/A
Notes and bonds payable, net$551,954 $573,911 
Total borrowings, net$552,154 $574,111 
(1)Where applicable, stated interest rates are before interest patronage (as described below).
As of March 31, 2024, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $1.1 billion. The weighted-average stated interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.81% for the three months ended March 31, 2024, as compared to 3.77% for the three months ended March 31, 2023. In addition, 2023 interest patronage from our Farm
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Credit Notes Payable (as defined below) resulted in a 22.0% reduction (approximately 101 basis points) to the stated interest rates on such borrowings. See below under “—Farm Credit Notes Payable—Interest Patronage” for further discussion on interest patronage.
As of March 31, 2024, we were in compliance with all covenants applicable to the above borrowings.
MetLife Facility
As amended, our credit facility with Metropolitan Life Insurance Company (“MetLife”) consists of $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit”), a $75.0 million long-term note payable (the “2020 MetLife Term Note”), and a $100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the MetLife Lines of Credit and the 2020 MetLife Term Note, the “MetLife Facility”).
The following table summarizes the pertinent terms of the MetLife Facility as of March 31, 2024 (dollars in thousands, except for footnotes):
IssuanceAggregate
Commitment
Maturity
Dates
Principal
Outstanding
 Interest Rate Terms 
Undrawn
Commitment(1)
MetLife Lines of Credit$75,000 12/15/2033$200 
3M SOFR + 2.00%
(2)
$74,800 
2020 MetLife Term Note75,000 
(3)
1/5/203036,900 
2.75%, fixed through 1/4/2030
(4)
38,100 
2022 MetLife Term Note100,000 
(3)
1/5/2032 (4)

100,000 
Totals$250,000 $37,100 $212,900 
(1)Based on the properties that were pledged as collateral under the MetLife Facility, as of March 31, 2024, the maximum additional amount we could draw under the facility was approximately $110.2 million.
(2)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).
(3)If the aggregate commitments under the 2020 MetLife Term Note and the 2022 MetLife Term Note are not fully utilized by December 31, 2024, MetLife has no obligation to disburse the additional funds under either note.
(4)Interest rates on future disbursements under each of the 2020 MetLife Term Note and the 2022 MetLife Term Note will be based on prevailing market rates at the time of such disbursements. In addition, through December 31, 2024, the 2020 MetLife Term Note and the 2022 MetLife Term Note are each subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the respective note).
Farmer Mac Facility
Through certain subsidiaries of our Operating Partnership, we have 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 (the “Farmer Mac Facility”). As amended from time to time, the Farmer Mac Facility currently provides for bond issuances up to an aggregate amount of $225.0 million. Pursuant to the Bond Purchase Agreement, as further amended on June 2, 2023, we may issue new bonds under the Farmer Mac Facility through December 31, 2026, and the final maturity date for new bonds issued under the facility will be the date that is ten years from the applicable issuance date. We did not issue any new bonds under the Farmer Mac Facility during the three months ended March 31, 2024.
As of March 31, 2024, we had approximately $36.3 million of bonds issued and outstanding under the Farmer Mac Facility.
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 (collectively, the “Farm Credit Notes Payable”) with various different Farm Credit associations (collectively, “Farm Credit”). We did not enter into any new loan agreements with Farm Credit during the three months ended March 31, 2024.
Interest Patronage
Interest patronage, or refunded interest, on our borrowings from Farm Credit is generally recorded upon receipt and is included within Other income on our Condensed Consolidated Statements of Operations and Comprehensive Income. Receipt of interest patronage typically occurs in the first half of the calendar year following the calendar year in which the respective interest expense is accrued.
During the three months ended March 31, 2024, we recorded interest patronage of approximately $1.9 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2023, and during the three months ended September 30, 2023, we received approximately $111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage (which relates to interest accrued during 2023 but is typically paid during the first half of 2024) early. In total, 2023 interest patronage resulted in a 22.0% reduction (approximately 101 basis points) to the interest rates
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on such borrowings. Interest patronage is paid at Farm Credit’s discretion, and we are therefore unable to estimate the amount of interest patronage to be received, if any, related to interest accrued during 2024 on our Farm Credit Notes Payable.
Debt Service – Aggregate Maturities
Scheduled principal payments of our aggregate notes and bonds payable as of March 31, 2024, for the succeeding years are as follows (dollars in thousands):
PeriodScheduled Principal Payments
For the remaining nine months ending December 31:2024$18,570 
For the fiscal years ending December 31:202538,982 
202618,124 
202751,325 
202877,731 
2029153,213 
Thereafter196,823 
$554,768 
During the three months ended March 31, 2024, we repaid approximately $16.2 million of bonds that were scheduled to mature. On a weighted-average basis, these borrowings bore interest at an annual rate of 3.15%.
Fair Value
Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement (Subtopic 820)” (“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 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:
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.
As of March 31, 2024, the aggregate fair value of our notes and bonds payable was approximately $506.8 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $554.8 million. The fair value of our notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is calculated based on a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on debt with comparable terms. Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of March 31, 2024, is deemed to approximate their aggregate carrying value of $200,000.
Interest Rate Swap Agreements
In order to hedge our exposure to variable interest rates, we have entered into various interest rate swap agreements in connection with certain of our mortgage financings. In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating rates. We have adopted the fair value measurement provision for these financial instruments, and the aggregate fair value of our interest rate swap agreements is recorded in Other assets, net or Other liabilities, net, as appropriate, on our accompanying Condensed Consolidated Balance Sheets. Generally, in the absence of observable market data, we will estimate the fair value of our interest rate swaps using estimates of certain data points, including estimated remaining life, counterparty credit risk, current market yield, and interest rate spreads of similar securities as of the measurement date. In accordance with the Financial Accounting Standards Board’s fair value measurement guidance, we have made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. As of March 31, 2024, our interest rate swaps were valued using Level 2 inputs.
In addition, we have designated our interest rate swaps as cash flow hedges. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is initially recorded in Accumulated other comprehensive income (loss) on the accompanying Condensed Consolidated Balance Sheets and subsequently reclassified into interest expense
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in the same period(s) during which the hedged transaction affects. During the next 12 months, we estimate that an additional $2.3 million will be reclassified as a reduction to interest expense.
We had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of March 31, 2024, and December 31, 2023 (dollars in thousands):
PeriodNumber of InstrumentsAggregate Notional Amount
As of March 31, 20244$69,809 
As of December 31, 2023470,229 
The following table presents the fair value of our interest rate swaps as well as their classification on the Condensed Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023 (dollars in thousands):
Derivative Asset (Liability) Fair Value
Derivative TypeBalance Sheet LocationMarch 31, 2024December 31, 2023
Derivatives Designated as Hedging Instruments:
Interest rate swapsOther assets, net$8,374 $7,366 
Total$8,374 $7,366 
The following table presents the amount of income (loss) recognized in comprehensive income within our condensed consolidated financial statements for the three months ended March 31, 2024 and 2023 (dollars in thousands):
For the Three Months Ended March 31,
20242023
Derivative in cash flow hedging relationship:
Interest rate swaps$1,008 $(1,648)
Total$1,008 $(1,648)
Credit-risk-related Contingent Features
We have agreements with each of our derivative counterparties that contain a provision where if we default on any of our indebtedness, then we could also be declared in default on our derivative obligations. As of March 31, 2024, we did not have any derivatives in a net liability position, nor have we posted any collateral related to these agreements.
NOTE 5. CUMULATIVE TERM PREFERRED STOCK
In January 2021, we completed a public offering of 5.00% Series D Cumulative Term Preferred Stock, par value $0.001 per share (the “Series D 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 2,415,000 shares of the Series D Term Preferred Stock for gross proceeds of approximately $60.4 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $58.3 million. The Series D Term Preferred Stock is traded under the ticker symbol “LANDM” on Nasdaq.
The shares of the Series D Term Preferred Stock have a mandatory redemption date of January 31, 2026, and are not convertible into our common stock or any other securities. Generally, we were not permitted to redeem shares of the Series D Term Preferred Stock prior to January 31, 2023, except in limited circumstances to preserve our qualification as a REIT. On or after January 31, 2023, we may 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.
We incurred approximately $2.1 million in total offering costs related to this issuance, which have been recorded net of the Series D Term Preferred Stock as presented on the accompanying Condensed Consolidated Balance Sheets and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. The Series D Term Preferred Stock is recorded as a liability on our accompanying Condensed 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 similarly to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
As of March 31, 2024, the fair value of our Series D Term Preferred Stock was approximately $57.9 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $60.4 million. The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on March 31, 2024, of $23.96.
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For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the three months ended March 31, 2024, see Note 8, “Equity—Distributions.”
NOTE 6. 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 chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator. Michael LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is also executive vice president of administration of our Adviser.
We have entered into an investment advisory agreement with our Adviser (the “Advisory Agreement”) and an administration agreement with our Administrator (the “Administration Agreement”). Both the Advisory Agreement and the Administration Agreement were approved unanimously by our Board of Directors, including our independent directors. A summary of the compensation terms for the Advisory Agreement and a summary of the Administration Agreement is below.
Advisory Agreement
Pursuant to the Advisory Agreement, our Adviser is 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. Each of the base management, incentive, capital gains, and termination fees is described below.
Base Management Fee
Pursuant to the Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.60% (0.15% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.
Incentive Fee
Pursuant to the Advisory Agreement, 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 Common Equity.
For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Advisory Agreement as FFO (also as defined in the 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 declared on preferred stock securities that are not treated as a liability for GAAP purposes. In addition, Total Adjusted Common Equity is defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, 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.
Our Adviser receives: (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
Pursuant to the Advisory Agreement, a capital gains-based incentive fee is calculated and payable in arrears at the end of each fiscal year (or upon termination of the 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.
Termination Fee
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Pursuant to the Advisory Agreement, in the event of our termination of the agreement with our Adviser 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 its obligations 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, 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.
Gladstone Securities
We have entered into an agreement with Gladstone Securities, LLC (“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. In addition, Michael LiCalsi, our general counsel and secretary, serves in several capacities for Gladstone Securities, including as chief legal officer, secretary, a member of its board of managers, and a managing principal.
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.
We did not pay any financing fees to Gladstone Securities during either of the three months ended March 31, 2024 or 2023. Through March 31, 2024, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14% of the total financings secured since the Financing Arrangement Agreement has been in place.
Dealer-Manager Agreement
We have entered into a dealer-manager agreement with Gladstone Securities (the “Dealer-Manager Agreement”), pursuant to which Gladstone Securities serves as our exclusive dealer-manager in connection with the offering of our Series E Preferred Stock (as defined in Note 8, “Equity—Equity Issuances”).
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 E Preferred Stock, and we generally paid or pay Gladstone Securities the following:
iselling commissions of up to 7.0% of the gross proceeds from sales in the offering (the “Selling Commissions”), and
iia dealer-manager fee of 3.0% of the gross proceeds from sales in the offering (the “Dealer-Manager Fees”).
Gladstone Securities may, in its sole discretion, remit all or a portion of the Selling Commissions and also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offerings. The terms of the Dealer-Manager Agreement were approved by our board of directors, including its independent directors.
The following table summarizes the total Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities during the three months ended March 31, 2024 and 2023 (dollars in thousands):
For the Three Months Ended March 31,
20242023
Series E Preferred Stock$28 $149 
Total Selling Commissions and Dealer-Manager Fees$28 $149 
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Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities are netted against the gross proceeds received from sales of the respective securities and are included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.
Related-Party Fees
The following table summarizes related-party fees paid or accrued for and reflected in our accompanying condensed consolidated financial statements (dollars in thousands):
 For the Three Months Ended March 31,
 20242023
Base management fee(1)(2)
$2,156 $2,149 
Total fees to our Adviser$2,156 $2,149 
Administration fee(1)(2)
$603 $575 
Selling Commissions and Dealer-Manager Fees(1)(3)
$28 $149 
Total fees to Gladstone Securities$28 $149 
(1)Pursuant to the agreements with the respective related-party entities, as discussed above.
(2)Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(3)Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets.
Related-Party Fees Due
Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023, were as follows (dollars in thousands):
March 31, 2024December 31, 2023
Base management fee$2,156 $2,156 
Incentive fee 982 
Other, net(1)
66 49 
Total due to Adviser2,222 3,187 
Administration fee603 546 
Cumulative accrued but unpaid portion of prior Administration Fees(2)
278 141 
Total due to Administrator881 687 
Total due to related parties(3)
$3,103 $3,874 
(1)Other amounts due to or from our Adviser primarily relate to miscellaneous general and administrative expenses either paid by our Adviser on our behalf or by us on our Adviser’s behalf.
(2)Represents the cumulative accrued but unpaid portion of prior Administration fees that are scheduled to be paid during the three months ending September 30 of each year, which is the quarter following our Administrator’s fiscal year end.
(3)Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets.
NOTE 7. COMMITMENTS AND CONTINGENCIES
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.
NOTE 8. EQUITY
Registration Statement
On March 6, 2020, we filed a universal shelf registration statement on Form S-3 (File No. 333-236943) with the SEC (the “2020 Registration Statement”). The 2020 Registration Statement, which was declared effective by the SEC on April 1, 2020, permitted us to issue up to an aggregate of $1.0 billion 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. Under the 2020 Registration Statement, we issued a total of 10,254,072 shares of Series C Preferred Stock (defined below) for gross proceeds of approximately $253.9 million, 2,415,000 shares of Series D Term Preferred Stock for
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gross proceeds of approximately $60.4 million, 77,841 shares of Series E Preferred Stock for gross proceeds of approximately $1.9 million, and 14,367,524 shares of common stock (including common stock issued to redeem OP Units) for gross proceeds of approximately $280.9 million.
On March 28, 2023, we filed a universal shelf registration statement on Form S-3, as amended (File No. 333-270901), with the SEC (the “2023 Registration Statement”) to replace the 2020 Registration Statement. The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, permits us to issue up to an aggregate of $1.5 billion 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 securities. Through March 31, 2024, we have issued a total of 170,940 shares of Series E Preferred Stock (defined below) for gross proceeds of approximately $4.3 million and 124,460 shares of common stock for gross proceeds of approximately $2.2 million under the 2023 Registration Statement. See Note 11, “Subsequent Events,” for equity issuances completed subsequent to March 31, 2024.
Equity Issuances
Series C Preferred Stock
On April 3, 2020, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series C Offering”) of our newly-designated 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”). Under the Series C Offering, as amended, we were permitted us to sell up to 10,200,000 shares of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share (the “Primary Series C Offering”) and up to 200,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) at a price of $22.75 per share. The Primary Series C Offering terminated on December 31, 2022, with substantially all of the allotted 10,200,000 shares being sold resulting in total gross proceeds, exclusive of redemptions, of approximately $252.6 million and net proceeds, after deducting commissions, dealer-manager fees, and offering expenses payable by us, of approximately $230.5 million. The Series C Preferred Stock DRIP was terminated effective March 22, 2023.
We listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP,” and trading commenced on June 8, 2023.
During the three months ended March 31, 2023, we issued approximately 14,069 shares of the Series C Preferred Stock pursuant to the DRIP and redeemed 9,820 shares that were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $225,000.
Series E Preferred Stock
On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our newly-designated 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share. See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series E Offering.
The following table provides information on sales of our Series E Preferred Stock during the three months ended March 31, 2024 and 2023 (dollars in thousands, except per-share amounts):
Three Months Ended March 31,
20242023
Number of shares sold11,340 60,200 
Weighted-average offering price per share$25.00 $24.98 
Gross proceeds$284 $1,504 
Net proceeds(1)
$255 $1,355 
(1)Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
The Series E Offering will terminate on the date (the “Series E Termination Date”) that is the earlier of (i) December 31, 2025 (unless terminated or extended by our Board of Directors) and (ii) the date on which all 8,000,000 shares of Series E Preferred Stock offered in the Series E Offering are sold. There is currently no public market for shares of Series E Preferred Stock. We intend to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange within one calendar year of the Series E Termination Date; however, there can be no assurance that a listing will be achieved in such timeframe, or at all.
Common Stock
At-the-Market Program
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We have entered into equity distribution agreements (commonly referred to as “at-the-market agreements”) with Virtu Americas LLC and Ladenburg & Co. Inc. (each a “Sales Agent”), that, as amended, currently permit us to 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 $500.0 million (the “ATM Program”). The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the three months ended March 31, 2024 and 2023 (dollars in thousands, except per-share amounts):
Three Months Ended March 31,
20242023
Number of shares sold 663,585 
Weighted-average offering price per share$ $19.72 
Gross proceeds$ $13,084 
Net proceeds(1)
$ $12,953 
(1)Net of underwriting commissions.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.  As of March 31, 2024, and December 31, 2023, we owned 100.0% 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.
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-controlling 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.
Distributions
The per-share distributions to preferred and common stockholders declared by our Board of Directors during the three months ended March 31, 2024 and 2023 are reflected in the table below.
Three Months Ended March 31,
Issuance20242023
Series B Preferred Stock$0.375 $0.375 
Series C Preferred Stock0.375 0.375 
Series D Term Preferred Stock(1)
0.312501 0.312501 
Series E Term Preferred Stock0.312501 0.312501 
Common Stock(2)
0.1395 0.1377 
(1)Dividends are treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2)The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders, if any, as of the applicable date of record.
NOTE 9. LEASE REVENUES
The following table sets forth the components of our lease revenue for the three months ended March 31, 2024 and 2023 (dollars in thousands, except for footnotes):
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Three Months Ended March 31,
20242023
Fixed lease payments(1)
$19,593 $20,960 
Variable lease payments(2)
233 242 
Lease revenue, net(3)
$19,826 $21,202 
(1)Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the respective lease terms and includes the amortization of above-market lease values and lease incentives and the accretion of below-market lease values and other deferred revenue.
(2)Variable lease payments primarily consist of participation rents, which are generally based on a percentage of the gross crop revenues earned on the farm, and reimbursements of certain property operating expenses by tenants. Participation rents are 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. During the three months ended March 31, 2024, and 2023, we recorded participation rents of approximately $0 and $195,000, respectively, and reimbursements of certain property operating expenses by tenants of approximately $233,000 and $37,000, respectively. In addition, during the three months ended March 31, 2023, we recorded approximately $10,000 of late fees.
(3)Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
NOTE 10. EARNINGS PER SHARE OF COMMON STOCK
The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2024 and 2023, computed using the weighted average number of common shares outstanding during the respective periods. Earnings figures are presented net of non-controlling interests in the earnings 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 per-share calculation, as there would be no effect on the amounts since the non-controlling OP Unitholders’ share of earnings would also be added back to net income or loss.
 Three Months Ended March 31,
(Dollars in thousands, except per-share amounts):20242023
Net income (loss) attributable to common stockholders$7,449 $(4,320)
Weighted average shares of common stock outstanding – basic and diluted35,838,442 35,547,397 
Income (loss) per common share – basic and diluted$0.21 $(0.12)
There were no OP Units held by non-controlling OP Unitholders for either of the three months ended March 31, 2024 or 2023.
NOTE 11. SUBSEQUENT EVENTS
Distributions
On April 9, 2024, our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock:
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IssuanceRecord DatePayment DateDistribution per Share
Series B Preferred Stock:April 19, 2024April 30, 2024$0.125 
May 17, 2024May 31, 20240.125 
June 19, 2024June 28, 20240.125 
Total Series B Preferred Stock Distributions:$0.375 
Series C Preferred Stock:April 19, 2024April 30, 2024$0.125 
May 17, 2024May 31, 20240.125 
June 19, 2024June 28, 20240.125 
Total Series C Preferred Stock Distributions:$0.375 
Series D Term Preferred Stock:April 19, 2024April 30, 2024$0.104167 
May 17, 2024May 31, 20240.104167 
June 19, 2024June 28, 20240.104167 
Total Series D Term Preferred Stock Distributions:$0.312501 
Series E Preferred Stock:April 22, 2024May 3, 2024$0.104167 
May 23, 2024June 5, 20240.104167 
June 25, 2024July 5, 20240.104167 
Total Series E Preferred Stock Distributions:$0.312501 
Common Stock(1):
April 19, 2024April 30, 2024$0.0466 
May 17, 2024May 31, 20240.0466 
June 19, 2024June 28, 20240.0466 
Total Common Stock Distributions$0.1398 
(1)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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
All statements contained herein, other than historical facts, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely,” or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our business, financial condition, liquidity, results of operations, funds from operations or prospects to be materially different from any future business, financial condition, liquidity, results of operations, funds from operations or prospects expressed or implied by such forward-looking statements. For further information about these and other factors that could affect our future results, please see the captions titled “Forward-Looking Statements” and “Risk Factors” in this report and our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q (the “Quarterly Report”), except as required by law.

This Quarterly Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We have not independently verified the information contained in such sources
All references to “we,” “our,” “us” and the “Company” in this Quarterly Report mean Gladstone Land Corporation and its consolidated subsidiaries, except where it is made clear that the term refers only to Gladstone Land Corporation.
OVERVIEW
General
We are an externally-managed, agricultural real estate investment trust (“REIT”) that is engaged in the business of owning and leasing farmland. We are not a grower of crops, nor do we typically farm the properties we own. We currently own 168 farms comprised of 111,836 acres located across 15 states in the U.S. We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.
We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by, Gladstone Land Limited Partnership (the “Operating Partnership”). Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 100.0% of the units of limited partnership interest in the Operating Partnership (“OP Units”). In addition, we have elected for Gladstone Land Advisers, Inc. (“Land Advisers”), a wholly-owned subsidiary of ours, to be treated as a taxable REIT subsidiary (“TRS”).
Gladstone Management Corporation (our “Adviser”) manages our real estate portfolio pursuant to an advisory agreement, and Gladstone Administration, LLC (our “Administrator”), provides administrative services to us pursuant to an administration agreement.  Our Adviser and our Administrator collectively employ all of our personnel and directly pay their salaries, benefits, and general expenses.
Portfolio Diversification
Our farmland portfolio currently consists of 168 farms leased to 93 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).
The following table summarizes the different geographic locations (by state) of our farms owned as of and during the three months ended March 31, 2024 and 2023 (dollars in thousands):
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 As of and For the Three Months Ended March 31, 2024As of and For the Three Months Ended March 31, 2023
StateNo. of
Farms
Total
Acres
% of
Total
Acres
Lease
Revenue
% of Total
Lease
Revenue
No. of
Farms
Total
Acres
% of
Total
Acres
Lease
Revenue
% of Total
Lease
Revenue
California(1)
6334,84431.2%$13,180 66.5%6334,84430.1%$13,606 64.2%
Florida2518,72016.7%3,086 15.6%2622,60619.5%3,713 17.5%
Washington62,5202.2%1,062 5.3%62,5292.2%1,162 5.5%
Colorado1232,77329.3%661 3.3%1232,77328.3%597 2.8%
Arizona66,3205.6%569 2.9%66,3205.5%563 2.7%
Oregon6898