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, 2021 (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.
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 164 farms comprised of 112,542 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
Since our initial public offering in January 2013 (the “IPO”), we have expanded our portfolio from 12 farms leased to 7 different, unrelated tenants to a current portfolio of 164 farms leased to 86 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 acquisition of additional farms since our IPO has also allowed us to further diversify our portfolio geographically. The following table summarizes the different geographic locations (by state) of our farms owned as of and for the three months ended March 31, 2022 and 2021 (dollars in thousands):
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| | | As of and For the three months ended March 31, 2022 | | As of and For the three months ended March 31, 2021 |
| State | | Number
of
Farms | | Total
Acres | | % of
Total
Acres | | Lease
Revenue | | % of Total
Lease
Revenue | | Number
of
Farms | | Total
Acres | | % of
Total
Acres | | Lease
Revenue | | % of Total
Lease
Revenue |
California(1) | | 62 | | 33,027 | | 29.3% | | $ | 13,250 | | | 66.4% | | 55 | | 25,202 | | 24.9% | | $ | 9,927 | | | 61.9% |
| Florida | | 26 | | 22,591 | | 20.1% | | 3,587 | | | 18.0% | | 23 | | 20,770 | | 20.5% | | 3,358 | | | 20.9% |
| Washington | | 3 | | 1,384 | | 1.2% | | 599 | | | 3.0% | | 3 | | 1,384 | | 1.4% | | 594 | | | 3.7% |
| Colorado | | 12 | | 32,773 | | 29.1% | | 529 | | | 2.6% | | 12 | | 32,773 | | 32.3% | | 731 | | | 4.6% |
| Arizona | | 6 | | 6,280 | | 5.6% | | 503 | | | 2.5% | | 6 | | 6,280 | | 6.2% | | 467 | | | 2.9% |
| Oregon | | 5 | | 726 | | 0.6% | | 363 | | | 1.8% | | 3 | | 418 | | 0.4% | | 133 | | | 0.8% |
| Michigan | | 23 | | 1,892 | | 1.7% | | 353 | | | 1.8% | | 15 | | 962 | | 0.9% | | 93 | | | 0.6% |
| Nebraska | | 9 | | 7,782 | | 6.9% | | 336 | | | 1.7% | | 9 | | 7,782 | | 7.7% | | 397 | | | 2.5% |
| Texas | | 1 | | 3,667 | | 3.3% | | 113 | | | 0.6% | | 1 | | 3,667 | | 3.6% | | 112 | | | 0.7% |
| Maryland | | 6 | | 987 | | 0.9% | | 110 | | | 0.5% | | 6 | | 987 | | 1.0% | | 108 | | | 0.7% |
| South Carolina | | 3 | | 597 | | 0.5% | | 61 | | | 0.3% | | 3 | | 597 | | 0.6% | | 61 | | | 0.4% |
| Georgia | | 2 | | 230 | | 0.2% | | 56 | | | 0.3% | | — | | — | | —% | | — | | | —% |
| North Carolina | | 2 | | 310 | | 0.3% | | 33 | | | 0.2% | | 2 | | 310 | | 0.3% | | 33 | | | 0.2% |
| New Jersey | | 3 | | 116 | | 0.1% | | 32 | | | 0.2% | | — | | — | | —% | | — | | | —% |
| Delaware | | 1 | | 180 | | 0.2% | | 18 | | | 0.1% | | 1 | | 180 | | 0.2% | | 20 | | | 0.1% |
| TOTALS | | 164 | | 112,542 | | 100.0% | | $ | 19,943 | | | 100.0% | | 139 | | 101,312 | | 100.0% | | $ | 16,034 | | | 100.0% |
(1)According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
Leases
General
Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Rent is generally payable to us in advance on either an annual or semi-annual basis, with such rent typically subject to periodic escalation clauses provided for within the lease. Currently, 121 of our farms are leased on a pure, triple-net basis, 40 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), and 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs). Additionally, 35 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms.
Lease Expirations
Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as of March 31, 2022 (dollars in thousands):
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| Year | | Number of Expiring Leases(1) | | Expiring
Leased
Acreage | | % of Total
Acreage | | Lease Revenues for the
Three Months Ended
March 31, 2022 | | % of Total
Lease
Revenues |
| 2022 | | | 5 | | 20,315 | | 18.0% | | $ | 1,357 | | | 6.8% |
| 2023 | | | 14 | | 13,915 | | 12.4% | | 1,738 | | | 8.7% |
| 2024 | | | 8 | | 10,219 | | 9.1% | | 1,681 | | | 8.4% |
| 2025 | | | 7 | | 12,259 | | 10.9% | | 1,461 | | | 7.3% |
| 2026 | | | 11 | | 15,233 | | 13.5% | | 1,286 | | | 6.5% |
| Thereafter | | 50 | | 40,601 | | 36.1% | | 12,396 | | | 62.2% |
Other(2) | | 6 | | — | | —% | | 24 | | | 0.1% |
| Totals | | 101 | | 112,542 | | 100.0% | | $ | 19,943 | | | 100.0% |
(1)Certain lease agreements encompass multiple farms.
(2)Consists of ancillary leases (e.g., oil, gas, and mineral leases, telecommunications leases, etc.) with varying expirations on certain of our farms.
We currently have one agricultural lease scheduled to expire within the next six months on a farm in California. We are currently in negotiations with the existing tenant on the farm, as well as other potential tenants, and we anticipate being able to renew the lease at its current market rental rate without incurring any downtime on the farm. We currently anticipate the rental rate on this renewal to be relatively flat compared to that of the existing lease. Regarding all upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.
Recent Developments
Portfolio Activity
Existing Properties
Leasing Activity
The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2022, through the date of this filing (dollars in thousands, except for footnotes):
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| | | | PRIOR LEASES(1) | | NEW LEASES(2) |
Farm
Locations | Number
of
Leases | Total
Farm
Acres | | Total Annualized Straight-line Rent(3) | # of Leases
with
Participation
Rents | Lease Structures (# of NNN / NN / N)(4) | | Total
Annualized
Straight-line
Rent(3)(5) | Wtd. Avg.
Term
(Years) | # of Leases
with
Participation
Rents | Lease
Structures
(# of NNN
/ NN / N)(4) |
| CA, CO, MI, & NE | 7 | 9,941 | | $ | 2,105 | | 3 | 7 / 0 / 0 | | $ | 2,069 | | 6.2 | 1 | 5 / 2 / 0 |
(1)Prior leases include certain leases that were terminated early during the three months ended March 31, 2022. In connection with these early terminations, during the three months ended March 31, 2022, we wrote off aggregate deferred rent and rent receivable balances of approximately $20,000 against lease revenue. Upon termination of these leases, we entered into new leases with new tenants, effective immediately, which are included in the above table.
(2)In connection with certain of these leases, we committed to provide capital for certain improvements on these farms. See Note 7, “Commitments and Contingencies—Operating Obligations,” within the accompanying notes to our condensed consolidated financial statements for additional information on these and other commitments.
(3)Based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents.
(4)“NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements, in each case, as described above under “Leases—General.”
(5)Total annualized straight-line rent for new leases is net of a one-time fixed payment of $560,000 we agreed to pay in connection with one lease to cover the majority of the operating expenses on the farm in exchange for adding a significant participation rent component into the lease.
Financing Activity
Debt Activity
From January 1, 2022, through the date of this filing, we entered into the following loan agreements (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuer | | Date of
Issuance | | Amount | | Maturity
Date | | Principal
Amortization | | Stated
Interest
Rate | | Expected Effective Interest Rate(1) | | Interest Rate Terms |
Farmer Mac(2) | | 1/11/2022 | | $ | 1,980 | | | 12/30/2030 | | 20.0 years | | 3.31% | | 3.31% | | Fixed throughout term |
| Northwest Farm Credit Services, FLCA | | 1/31/2022 | | 1,442 | | | 2/1/2032 | | 20.1 years | | 4.65% | | 3.40% | | Fixed throughout term |
Farmer Mac(2) | | 2/25/2022 | | 1,710 | | | 12/30/2030 | | 25.0 years | | 3.68% | | 3.68% | | Fixed throughout term |
| Farm Credit Of Central Florida, ACA | | 4/5/2022 | | 4,800 | | | 2/1/2046 | | 23.8 years | | 4.36% | | 2.89% | | Fixed through 2/28/2027; variable thereafter |
(1)On borrowings from the various Farm Credit associations, we receive interest patronage, or refunded interest, which is typically received in the calendar year following the year in which the related interest expense was accrued. The expected effective interest rates reflected in the table above are the interest rates net of expected interest patronage, which is based on either historical patronage actually received (for pre-existing lenders whom we have received interest patronage from) or indications from the respective lenders of estimated patronage to be paid (for new lenders). See Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” below for additional information on interest patronage.
(2)Bonds issued under our facility with Federal Agricultural Mortgage Corporation (“Farmer Mac”)
In connection with securing the above borrowings, Gladstone Securities, LLC (“Gladstone Securities”), an affiliate of ours, earned total financing fees of approximately $17,000.
MetLife Facility
On February 3, 2022, we amended our credit facility with Metropolitan Life Insurance Company (“MetLife”), which previously consisted of a $75.0 million long-term note payable (the “2020 MetLife Term Note”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the 2020 MetLife Term Note, the “2020 MetLife Facility”). Pursuant to the amendment, our credit facility with MetLife now consists of the 2020 MetLife Term Note, the MetLife Lines of Credit, and a new $100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the 2020 MetLife Term Note and the MetLife Lines of Credit, the “2022 MetLife Facility”).
The 2022 MetLife Term Note is scheduled to mature on January 5, 2032, and the interest rates on future disbursements under the 2022 MetLife Term Note will be based on the 10-year U.S. Treasury at the time of such disbursements, with the initial disbursement priced based on the 10-year U.S. Treasury plus a spread to be determined by the lender. In addition, through December 31, 2024, the 2022 MetLife Term Note is also subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the 2022 MetLife Term Note). If the full commitment of $100.0 million is not utilized by December 31, 2024, MetLife has no obligation to disburse the remaining funds under the 2022 MetLife Term Note. All other material items of the 2020 MetLife Facility remained unchanged.
As part of this amendment, we paid an origination fee of $250,000 to MetLife and a financing fee of $80,000 to Gladstone Securities. For information on the pertinent terms of the issuances under the 2022 MetLife Facility, refer to Note 4, “Borrowings—MetLife Facility,” within the accompanying notes to our condensed consolidated financial statements.
Farm Credit Notes Payable—Interest Patronage
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 13 different Farm Credit associations (collectively, “Farm Credit”). During the three months ended March 31, 2022, we recorded interest patronage of approximately $2.8 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2021, which resulted in a 29.9% reduction (approximately 137 basis points) to the interest rates on such borrowings. For further discussion on interest patronage, refer to Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our condensed consolidated financial statements.
Equity Activity
Series C Preferred Stock
On April 3, 2020, we filed a prospectus supplement (which superseded and replaced a previously-filed prospectus supplement) with the SEC for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of our newly-designated 6.00% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). Under the Series C Offering, we may sell up to 20,000,000 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 6,000,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) to those holders of the Series C Preferred Stock who do not elect to opt-out of such plan. See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement,” within the accompanying notes to our condensed consolidated financial statements for more details on the dealer-manager agreement entered into with Gladstone Securities in connection with the Series C Offering.
The following table summarizes the sales of our Series C Preferred Stock that occurred since January 1, 2022, through the date of this filing (dollars in thousands, except per-share amounts and footnotes):
| | | | | | | | | | | | | | | | | | | | |
Number of Shares Sold(1) | | Weighted-average
Sales Price per Share | | Gross Proceeds | | Net Proceeds(2) |
| 2,214,069 | | $ | 24.78 | | | $ | 54,855 | | | $ | 50,370 | |
(1)Excludes share redemptions and shares issued pursuant to the DRIP. From January 1, 2022, through the date of this filing, we redeemed 2,480 shares and issued approximately 9,816 shares of the Series C Preferred Stock pursuant to the DRIP.
(2)Net of underwriting discounts and selling commissions and dealer-manager fees borne by us. Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $4.5 million.
The Primary Series C Offering will terminate on the date (the “Series C Termination Date”) that is the earlier of either June 1, 2025 (unless terminated earlier or extended by our Board of Directors), or the date on which all 20,000,000 shares in the Primary Series C Offering are sold. There is currently no public market for shares of the Series C Preferred Stock; however, we intend to apply to list the Series C Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the Series C Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all.
Common Stock—At-the-Market Program
On May 12, 2020, we entered into new equity distribution agreements with Virtu Americas LLC and Ladenburg & Co. Inc. (each a “Sales Agent”), under which we may issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $100.0 million (the “ATM Program”). On May 18, 2021, we entered into separate amendments to the existing equity distribution agreements to allow us to sell up to $160.0 million of additional shares of our common stock, expanding the aggregate offering price to up to $260.0 million.
The following table summarizes the activity under the ATM Program from January 1, 2022, through the date of this filing (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
Number of
Shares Sold | | Weighted-average
Offering Price per Share | | Gross Proceeds | | Net Proceeds(1) |
| 310,055 | | $ | 33.64 | | | $ | 10,431 | | | $ | 10,327 | |
(1)Net of underwriter commissions.
COVID-19
While we have not been materially adversely impacted by the ongoing coronavirus (“COVID-19”) to date, the extent to which the COVID-19 pandemic may, in the future, impact our business, financial condition, liquidity, results of operations, funds from operations, or prospects will depend on numerous evolving factors that we are not able to predict at this time, including the duration and long-term scope of the pandemic and the impact on economic activity from the pandemic; any disruptions of our tenants’ operations; changes in interest rates; and our ability to secure debt financing, service future debt obligations, or pay distributions to our stockholders. Any of these events could materially adversely impact our business, financial condition, liquidity, results of operations, funds from operations, or prospects.
LIBOR Transition
The majority of our debt is at fixed rates, and we currently have very limited exposure to variable-rate debt based upon the London Interbank Offered Rate (“LIBOR”), which is currently being phased out and is anticipated to be completely phased out by June 2023. LIBOR is currently expected to transition to a new standard rate, the Secured Overnight Financing Rate (“SOFR”), which will incorporate certain overnight repo market data collected from multiple data sets. SOFR was formally adopted by the Alternative Reference Rates Committee in July 2021. The current intent is to adjust the SOFR to minimize the differences between the interest that a borrower would be paying using LIBOR versus what it will be paying SOFR. We are currently monitoring the transition and cannot yet assess whether SOFR will become the standard rate for all of our variable-rate debt. Our lines of credit with MetLife and five term loans with Rabo AgriFinance, LLC, (which are effectively fixed through our entry into interest swap agreements) are currently based upon LIBOR. As such, we expect we will need to renegotiate these agreements in the future. Assuming that SOFR replaces LIBOR and is appropriately adjusted, we currently expect the transition to result in a minimal impact to our overall operations.
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. The investment advisory agreement with our Adviser that was in effect through June 30, 2021 (the “Prior Advisory Agreement”), was amended and restated effective July 1, 2021 (as amended, the “Current Advisory Agreement,” and together with the Prior Advisory Agreement, the “Advisory Agreements”). The Current Advisory Agreement revised the calculation of the base management fee beginning with the three months ended September 30, 2021, while all other terms of the Prior Advisory Agreement remained the same. Each of the Advisory Agreements and the current administration agreement with our Administrator (the “Administration Agreement”) were approved unanimously by our board of directors, including, specifically, our independent directors.
A summary of certain compensation terms within the Advisory Agreements and a summary of the Administration Agreement is below.
Advisory Agreements
Pursuant to each of the Advisory Agreements, 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. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, “Related-Party Transactions—Our Adviser and Administrator—Advisory Agreements,” within the accompanying notes to our condensed consolidated financial statements.
Base Management Fee
Pursuant to the Prior Advisory Agreement, through June 30, 2021, a base management fee was paid quarterly and was calculated at an annual rate of 0.50% (0.125% 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.
Pursuant to the Current Advisory Agreement, beginning with the three months ended September 30, 2021, 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.
Incentive Fee
Pursuant to each of the Advisory Agreements, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded 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 were 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 our 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 would receive: (i) no Incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO did 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 exceeded the hurdle rate but was 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).
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. 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.
Smaller Reporting Company Status
As of December 31, 2018, and through March 31, 2022, we qualified as a “smaller reporting company” under Rule 12b-2 of the Exchange Act because we had annual revenues of less than $100 million for the previous year and a public float of less than $700 million as of the last business day of our previous second fiscal quarter. As a smaller reporting company, we are permitted to take advantage of reduced disclosure requirements for our public filings.
Critical Accounting Policies
The preparation of our financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of our significant accounting policies is provided in Note 2 to our consolidated financial statements in our Form 10-K. There were no material changes to our critical accounting policies during the three months ended March 31, 2022.
RESULTS OF OPERATIONS
For the purposes of the following discussions on certain operating revenues and expenses with regard to the comparison between the three months ended March 31, 2022 and 2021:
•Same-property basis represents farms owned as of December 31, 2020, and were not vacant at any point during either period presented; and
•Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2020. From January 1, 2021, through March 31, 2022, we acquired 53 new farms and did not have any farm dispositions.
We did not have any vacant or self-operated farms during either of the three months ended March 31, 2022 or 2021.
A comparison of results of components comprising our operating income for the three months ended March 31, 2022 and 2021 is below (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, | | | | |
| | 2022 | | 2021 | | $ Change | | % Change |
| Operating revenues: | | | | | | | |
| Lease revenues: | | | | | | | |
| Fixed lease payments | $ | 19,938 | | | $ | 15,979 | | | $ | 3,959 | | | 24.8% |
| Variable lease payments – participation rents | — | | | 26 | | | (26) | | | (100.0)% |
| Variable lease payments – tenant reimbursements | 5 | | | 29 | | | (24) | | | (82.8)% |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total operating revenues | 19,943 | | | 16,034 | | | 3,909 | | | 24.4% |
| Operating expenses: | | | | | | | |
| Depreciation and amortization | 8,346 | | | 6,051 | | | 2,295 | | | 37.9% |
| Property operating expenses | 703 | | | 429 | | | 274 | | | 63.9% |
| Base management and incentive fees | 3,168 | | | 2,531 | | | 637 | | | 25.2% |
| Administration fee | 463 | | | 357 | | | 106 | | | 29.7% |
| General and administrative expenses | 684 | | | 539 | | | 145 | | | 26.9% |
| | | | | | | |
| Total operating expenses | 13,364 | | | 9,907 | | | 3,457 | | | 34.9% |
| Operating income | $ | 6,579 | | | $ | 6,127 | | | $ | 452 | | | 7.4% |
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Operating Revenues
Lease Revenues
The following table provides a summary of our lease revenues during the three months ended March 31, 2022 and 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2022 | | 2021 | | $ Change | | % Change | | | | | | | | |
| Same-property basis: | | | | | | | | | | | | | | | |
| Fixed lease payments | $ | 15,863 | | | $ | 15,949 | | | $ | (86) | | | (0.5)% | | | | | | | | |
| Participation rents | — | | | 26 | | | (26) | | | (100.0)% | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total – Same-property basis | 15,863 | | | 15,975 | | | (112) | | | (0.7)% | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Properties acquired or disposed of | 4,075 | | | 30 | | | 4,045 | | | 13,483.3% | | | | | | | | |
| | | | | | | | | | | | | | | |
Tenant reimbursements(1) | 5 | | | 29 | | | (24) | | | (82.8)% | | | | | | | | |
| Total Lease revenues | $ | 19,943 | | | $ | 16,034 | | | $ | 3,909 | | | 24.4% | | | | | | | | |
(1)Tenant reimbursements generally represent tenant-reimbursed property operating expenses on certain of our farms, including property taxes, insurance premiums, and other property-related expenses. Similar amounts are also recorded as property operating expenses during the respective periods.
Same-property Basis – 2022 compared to 2021
Lease revenues from fixed lease payments decreased by approximately $86,000 during the three months ended March 31, 2022, primarily due to certain lease renewals and amendments executed, through which we decreased the fixed base rent component in exchange for either adding a participation rent component to the lease structure or reduced certain operating expenses for which the landlord was previously responsible for. The decrease in fixed lease payments as a result of these particular renewals
was partially offset by other lease renewals and amendments executed at higher rental rates and additional rents earned on capital improvements completed on certain of our farms. Participation rents related to certain lease renewals and amendments, if any, are expected to be recorded during the second half of 2022.
Lease revenues from participation rents decreased for the three months ended March 31, 2022, primarily due to the timing of when such rental payments are scheduled to be paid pursuant to their respective leases or when information is made available to us to allow such amounts to be reasonably determinable.
Other – 2022 compared to 2021
Lease revenue from properties acquired or disposed of increased for the three months ended March 31, 2022, primarily due to additional revenues earned on new farms acquired subsequent to December 31, 2020.
Tenant reimbursements decreased for the three months ended March 31, 2022, primarily due to additional payments made during the prior-year period by certain tenants on our behalf (pursuant to the lease agreements) to unconsolidated entities of ours that convey water to the respective properties and as consideration for the use of certain of our ground leases for which we are the lessee (refer to Note 7, “Commitments & Contingencies,” within the accompanying notes to our condensed consolidated financial statements for additional information on these ground leases).
Operating Expenses
Depreciation and Amortization
The following table provides a summary of the depreciation and amortization expense recorded during the three months ended March 31, 2022 and 2021 (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended March 31, | | |
| 2022 | | 2021 | | $ Change | | % Change | | | | | | | | |
| Same-property basis | $ | 5,863 | | | $ | 6,029 | | | $ | (166) | | | (2.8)% | | | | | | | | |
| Properties acquired or disposed of | 2,483 | | | 22 | | | 2,461 | | | 11,186.4% | | | | | | | | |
| | | | | | | | | | | | | | | |
| Total depreciation and amortization | $ | 8,346 | | | $ | 6,051 | | | $ | 2,295 | | | 37.9% | | | | | | | | |
Depreciation and amortization expense on a same-property basis decreased for the three months ended March 31, 2022, as compared to the respective prior-year period, primarily due to the expiration of certain lease intangible amortization periods subsequent to December 31, 2020, partially offset by an increase in depreciation associated with additional capital expenditure on certain of our farms. Depreciation and amortization expense on properties acquired or disposed of increased for the three months ended March 31, 2022, as compared to the respective prior-year period, primarily due to the additional depreciation and amortization expense incurred on new farms acquired subsequent to December 31, 2020.
Property-operating Expenses
Property operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties. The following table provides a summary of the property-operating expenses recorded during the three months ended March 31, 2022 and 2021 (dollars in thousands):
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| For the Three Months Ended March 31, | | |
| 2022 | | 2021 | | $ Change | | % Change | | | | | | | | |
| Same-property basis | $ | 668 | | | $ | 395 | | | $ | 273 | | | 69.1% | | | | | | | | |
| Properties acquired or disposed of | 23 | | | 4 | | | 19 | | | 475.0% | | | | | | | | |
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Tenant-reimbursed property operating expenses(1) | 12 | | | 30 | | | (18) | | | (60.0)% | | | | | | | | |
| Total Property operating expenses | $ | 703 | | | $ | 429 | | | $ | 274 | | | 63.9% | | | | | | | | |
(1)Represents certain operating expenses (property taxes, insurance premiums, and other property-related expenses) paid by us that, per the respective leases, are required to be reimbursed to us by the tenant. Similar amounts are also recorded as lease revenue when earned in accordance with the lease.
Same-property Basis – 2022 compared to 2021
Property-operating expenses increased for the three months ended March 31, 2022, primarily due to an increase in property tax obligations on certain properties and additional fees incurred in connection with protecting water rights on certain farms in California.
Other – 2022 compared to 2021
Property operating expenses on properties acquired or disposed of increased for the three months ended March 31, 2022, primarily due to additional miscellaneous property-operating expenses incurred on certain of the new farms we acquired subsequent to December 31, 2020.
Tenant reimbursement expense decreased for the three months ended March 31, 2022, primarily due to a decrease in miscellaneous property-operating costs incurred by us in connection with our ownership interests in an unconsolidated entity. Our tenants are contractually obligated to reimburse us for these costs under the terms of the respective leases.
Related-Party Fees
The following table provides the calculations of the base management and incentive fees due to our Adviser pursuant to the Prior Advisory Agreement (which was in effect from January 1, 2020 through June 30, 2021) and the Current Advisory Agreement (which has been in effect since July 1, 2021) for each of the three months ended March 31, 2022 and 2021 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 6, “Related-Party Transactions,” within the accompanying notes to our condensed consolidated financial statements):
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| Quarter Ended | | |
| March 31 | | | | | | | |
| FY 2022 Fee Calculations: | | | | | | | | | |
| Base Management Fee: | | | | | | | | | |
Gross Tangible Real Estate(1)(2) | $ | 1,357,800 | | | | | | | | | |
| Quarterly rate | 0.150 | % | | | | | | | | |
Base management fee(3) | $ | 2,037 | | | | | | | | | |
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| Incentive Fee: | | | | | | | | | |
Total Adjusted Common Equity(1)(2) | $ | 378,299 | | | | | | | | | |
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| First hurdle quarterly rate | 1.750 | % | | | | | | | | |
| First hurdle threshold | $ | 6,620 | | | | | | | | | |
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| Second hurdle quarterly rate | 2.1875 | % | | | | | | | | |
| Second hurdle threshold | $ | 8,275 | | | | | | | | | |
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Pre-Incentive Fee FFO(1) | $ | 7,751 | | | | | | | | | |
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| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | 1,131 | | | | | | | | | |
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | — | | | | | | | | | |
Total Incentive fee(3) | $ | 1,131 | | | | | | | | | |
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| Total fees due to Adviser, net | $ | 3,168 | | | | | | | | | |
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| FY 2021 Fee Calculations: | | | | | | | | | |
| Base Management Fee: | | | | | | | | | |
Gross Tangible Real Estate(1)(2) | $ | 1,095,439 | | | | | | | | | |
| Quarterly rate | 0.125 | % | | | | | | | | |
Base management fee(3) | $ | 1,369 | | | | | | | | | |
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| Incentive Fee: | | | | | | | | | |
Total Adjusted Common Equity(1)(2) | $ | 228,161 | | | | | | | | | |
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| First hurdle quarterly rate | 1.750 | % | | | | | | | | |
| First hurdle threshold | $ | 3,993 | | | | | | | | | |
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| Second hurdle quarterly rate | 2.1875 | % | | | | | | | | |
| Second hurdle threshold | $ | 4,991 | | | | | | | | | |
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Pre-Incentive Fee FFO(1) | $ | 5,810 | | | | | | | | | |
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| 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold | $ | 998 | | | | | | | | | |
| 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold | 164 | | | | | | | | | |
Total Incentive fee(3) | $ | 1,162 | | | | | | | | | |
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| Total fees due to Adviser, net | $ | 2,531 | | | | | | | | | |
(1)As defined in the Advisory Agreements.
(2)As of the end of the respective prior quarters.
(3)Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
The base management fee increased during the three months ended March 31, 2022, as compared to the prior-year period, primarily due to additional assets acquired since December 31, 2020, and an increase in the annual rate applied to the prior
calendar quarter’s Gross Tangible Real Estate Assets (from 0.50% pursuant to the Prior Advisory Agreement to 0.60% pursuant to the Current Advisory Agreement), effective July 1, 2021.
Our Adviser earned incentive fees during each of the three months ended March 31, 2022 and 2021 due to our Pre-Incentive Fee FFO (as defined in the Advisory Agreements) exceeding the required hurdle rate of the applicable equity base during each of the periods.
The administration fee paid to our Administrator increased for the three months ended March 31, 2022, as compared to the prior-year period, primarily due to hiring additional personnel and us using a higher overall share of our Administrator’s resources in relation to those used by other funds and affiliated companies serviced by our Administrator.
Other Operating Expenses
General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses. General and administrative expenses increased for the three months ended March 31, 2022, as compared to the respective prior-year period, primarily due to increased professional fees (driven by higher audit fees and appraisal costs) and additional director fees expensed during the quarter.
A comparison of results of other components contributing to net loss attributable to common stockholders for the three months ended March 31, 2022 and 2021 is below (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, | | | | |
| | 2022 | | 2021 | | $ Change | | % Change |
| Operating income | $ | 6,579 | | | $ | 6,127 | | | $ | 452 | | | 7.4% |
| Other income (expense): | | | | | | | |
| Other income | 2,767 | | | 2,235 | | | 532 | | | 23.8% |
| Interest expense | (6,448) | | | (6,193) | | | (255) | | | 4.1% |
| Aggregate dividends declared on Series A and Series D Term Preferred Stock | (755) | | | (804) | | | 49 | | | (6.1)% |
| Loss on dispositions of real estate assets, net | (976) | | | (798) | | | (178) | | | 22.3% |
| Property and casualty recovery, net | 49 | | | — | | | 49 | | | NM |
| | | | | | | |
| Loss from investments in unconsolidated entities | (29) | | | (13) | | | (16) | | | 123.1% |
| Total other expense, net | (5,392) | | | (5,573) | | | 181 | | | (3.2)% |
| Net income | 1,187 | | | 554 | | | 633 | | | 114.3% |
| Net income attributable to non-controlling interests | (9) | | | (1) | | | (8) | | | 800.0% |
| Net income attributable to the Company | 1,178 | | | 553 | | | 625 | | | 113.0% |
| Aggregate dividends declared on and charges related to Series B and Series C Preferred Stock | (3,915) | | | (2,764) | | | (1,151) | | | 41.6% |
| Net loss attributable to common stockholders | $ | (2,737) | | | $ | (2,211) | | | $ | (526) | | | 23.8% |
NM = Not Meaningful
Other Income (Expense)
Other income, which generally consists of interest patronage received from Farm Credit (as defined in Note 4, “Borrowings,” in the accompanying notes to our condensed consolidated financial statements) and interest earned on short-term investments, increased for the three months ended March 31, 2022, as compared to the prior-year period, primarily driven by additional interest patronage received from Farm Credit (primarily due to increased borrowings from Farm Credit).
During the three months ended March 31, 2022, we recorded approximately $2.8 million of interest patronage from Farm Credit related to interest accrued during 2021, compared to approximately $2.2 million of interest patronage recorded during the prior-year period.
Interest expense increased for the three months ended March 31, 2022, as compared to the prior-year period, primarily due to increased overall borrowings. The weighted-average principal balance of our aggregate borrowings (excluding our Series A Term Preferred Stock and Series D Term Preferred Stock) outstanding for the three months ended March 31, 2022, was approximately $664.3 million as compared to approximately $628.0 million for the prior-year period. Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the overall effective interest rate charged on our aggregate borrowings for the three months ended March 31, 2022, was 3.72% as compared to 3.70% for the prior-year period.
During the three months ended March 31, 2022, we paid distributions on our Series D Term Preferred Stock of approximately $755,000. The Series D Term Preferred Stock was issued in January 2021, and the Series A Term Preferred Stock was voluntarily redeemed in full in February 2021. During the three months ended March 31, 2021, we paid aggregate distributions on our Series A Term Preferred Stock and Series D Term Preferred Stock of approximately $804,000.
During each of the three months ended March 31, 2022 and 2021, we recorded net losses on dispositions of real estate assets primarily due to the disposal of certain irrigation and other improvements on certain of our farms.
The net property and casualty recovery recorded during the three months ended March 31, 2021, related to insurance recoveries received for certain improvements that were damaged due to natural disasters.
During the three months ended March 31, 2022 and 2021, we recognized a loss from investments in unconsolidated entities of approximately $29,000 and $13,000, respectively.
During the three months ended March 31, 2022, the aggregate dividends paid on our Series B Preferred Stock and Series C Preferred Stock increased over that of the prior-year period due to additional shares issued and outstanding during the current-year period.
LIQUIDITY AND CAPITAL RESOURCES
Overview
Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under the 2022 MetLife Facility), and issuances of additional equity securities. Our current available liquidity is approximately $178.0 million, consisting of approximately $65.7 million in cash on hand and, based on the current level of collateral pledged, approximately $112.3 million of availability under the 2022 MetLife Facility (subject to compliance with covenants) and other undrawn notes or bonds. In addition, we currently have certain properties valued at a total of approximately $29.9 million that are unencumbered and eligible to be pledged as collateral.
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making distributions to stockholders (including to non-controlling OP Unitholders, if any) to maintain our qualification as a REIT, funding our general operating costs, making principal and interest payments on outstanding borrowings, making dividend payments on our Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock, and, as capital is available, funding new farmland and farm-related acquisitions consistent with our investment strategy.
Notwithstanding the ongoing COVID-19 pandemic, we believe that our current and short-term cash resources will be sufficient to fund our distributions to stockholders (including non-controlling OP Unitholders), service our debt, pay dividends on our Series B Preferred Stock, Series C Preferred Stock, and Series D Term Preferred Stock, and fund our current operating costs in the near term. We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances (including, but not limited to, shares of common stock through our ATM Program, OP Units through our Operating Partnership as consideration for future acquisitions, and shares of our Series C Preferred Stock), long-term mortgage indebtedness and bond issuances, and other secured and unsecured borrowings. While public equity markets have experienced significant volatility lately, based on discussions with our lenders, we do not believe there will be a credit freeze in the near term. We are in compliance with all of our debt covenants under our respective credit facilities and borrowings, and we believe we currently have adequate liquidity to cover all near-term debt obligations and operating expenses.
We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related facilities. We continue to actively seek and evaluate acquisitions of additional farms and farm-related facilities that satisfy our investment criteria, and our pipeline of potential acquisitions remains healthy. We have several properties under signed purchase and sale agreements or non-binding letters of intent that we hope to consummate over the next several months. We also have many other properties that are in various other stages of our due diligence process. However, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
Cash Flow Resources
The following table summarizes total net cash flows from operating, investing, and financing activities for the three months ended March 31, 2022 and 2021 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, | | | | |
| | 2022 | | 2021 | | $ Change | | % Change |
| Net change in cash from: | | | | | | | |
| Operating activities | $ | 7,553 | | | $ | 6,656 | | | $ | 897 | | | 13.5% |
| Investing activities | (3,572) | | | (5,406) | | | 1,834 | | | (33.9)% |
| Financing activities | 28,692 | | | 62,426 | | | (33,734) | | | (54.0)% |
| Net change in Cash and cash equivalents | $ | 32,673 | | | $ | 63,676 | | | $ | (31,003) | | | (48.7)% |
Operating Activities
The majority of cash from operating activities is generated from the rental payments we receive from our tenants, which is first used to fund our property-level operating expenses, with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses. Cash provided by operating activities increased for the three months ended March 31, 2022, as compared to the prior-year period, primarily due to additional rental payments received from recent acquisitions and interest patronage received from Farm Credit, partially offset by an increase in fees paid to our Adviser in the current quarter.
Investing Activities
The decrease in cash used in investing activities during the three months ended March 31, 2022, as compared to the prior-year period, was primarily due to a decrease in aggregate cash paid for acquisitions or potential acquisitions of new farms, partially offset by an increase in the amount of cash paid for capital improvements on existing farms during the three months ended March 31, 2022.
Financing Activities
The decrease in cash provided by financing activities during the three months ended March 31, 2022, as compared to the prior-year period, was primarily due to the issuance of our Series D Term Preferred Stock in the first quarter of 2021 (which, after voluntarily redeeming our Series A Term Preferred Stock in full, resulted in net cash proceeds of approximately $31.6 million) and a decrease in net borrowings of approximately $12.7 million. The decrease in cash provided by financing activities was partially offset by an increase in aggregate net cash proceeds from equity issuances (including our common stock and the Series C Preferred Stock) of approximately $11.1 million.
Debt Capital
MetLife Facility
As amended, the 2022 MetLife Facility currently consists of $75.0 million of revolving equity lines of credit and an aggregate of $175.0 million of term notes. We currently have $100,000 outstanding under the lines of credit and $36.9 million outstanding on the term notes. While $213.0 million of the full commitment amount under the 2022 MetLife Facility remains undrawn, based on the current level of collateral pledged, we currently have approximately $110.3 million of availability under the 2022 MetLife Facility. The draw period for the 2020 MetLife Term Note expires on December 31, 2022, and the draw period for the 2022 MetLife Term Note expires on December 31, 2024. After these dates, MetLife has no obligation to disburse any additional undrawn funds under the term notes.
Farmer Mac Facility
As amended on December 10, 2020, our agreement with Farmer Mac provides for bond issuances up to an aggregate amount of $225.0 million (the “Farmer Mac Facility”) by May 31, 2023, after which Farmer Mac has no obligation to purchase additional bonds under this facility. To date, we have issued aggregate bonds of approximately $100.1 million under the Farmer Mac Facility.
Farm Credit and Other Lenders
Since September 2014, we have closed on multiple loans with various different Farm Credit associations (for additional information on these associations, see Note 4, “Borrowings,” within the accompanying notes to our condensed consolidated financial statements). We also have borrowing relationships with several other agricultural lenders and are continuously reaching out to other lenders to establish prospective new relationships. As such, we expect to enter into additional borrowing agreements with existing and new lenders in connection with certain potential new acquisitions in the future.
Equity Capital
The following table provides information on equity sales that have occurred since January 1, 2022 (dollars in thousands, except per-share amounts):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Type of Issuance | | Number of
Shares Sold | | Weighted-average
Offering Price
Per Share | | Gross Proceeds | | Net Proceeds(1) |
Series C Preferred Stock(2)(3) | | 2,214,069 | | $ | 24.78 | | | $ | 54,855 | | | $ | 50,370 | |
| Common Stock – ATM Program | | 310,055 | | 33.64 | | | 10,431 | | | 10,327 | |
(1)Net of selling commissions and dealer-manager fees or underwriting discounts and commissions (in each case, as applicable).
(2)Excludes share redemptions.
(3)Excludes approximately 9,816 shares issued pursuant to the DRIP.
Our Registration Statement (as defined in Note 8, “Equity—Registration Statement,” within the accompanying notes to our condensed consolidated financial statements) permits us to issue up to an aggregate of $1.0 billion in securities (including up to $650.0 million reserved for issuance of shares of the Series C Preferred Stock), 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. To date, we have issued approximately $142.0 million of Series C Preferred Stock (including approximately $406,000 issued pursuant to the DRIP), $60.4 million of Series D Term Preferred Stock, and $256.0 million of common stock (including common stock issued to redeem OP Units) under the Registration Statement.
In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.
Off-Balance Sheet Arrangements
As of March 31, 2022, we did not have any material off-balance sheet arrangements.
NON-GAAP FINANCIAL INFORMATION
Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) developed funds from operations (“FFO”) as a relative non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis as determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. We further present core FFO (“CFFO”) and adjusted FFO (“AFFO”) as additional non-GAAP financial measures of our operational performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO. We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our board of directors, as appropriate, in assessing overall performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and potential equity raises (and the type of securities to offer in any such equity raises), the determination of any fee credits, and declarations of distributions on our common stock. The non-GAAP financial measures presented herein have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. We believe that net income is the most directly-comparable GAAP measure to each of FFO, CFFO, and AFFO.
Specifically, we believe that FFO is helpful to investors in better understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets, as we believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, particularly with farmland real estate, the value of which does not diminish in a predictable manner over time, as historical cost depreciation implies. Further, we believe that CFFO and AFFO are helpful in understanding our operating performance in that it removes certain items that, by their nature, are not comparable on a period-over-period basis and therefore tend to obscure actual operating performance. In addition, we believe that providing CFFO and AFFO as additional performance metrics allows investors to gauge our overall performance in a manner that is more similar to how our performance is measured by management (including their respective per-share amounts), as well as by analysts and the overall investment community.
We calculate CFFO by adjusting FFO for the following items:
•Acquisition- and disposition-related expenses. Acquisition- and disposition-related expenses (including due diligence costs on acquisitions not consummated and certain auditing and accounting fees incurred that were directly related to completed acquisitions or dispositions) are incurred for investment purposes and do not correlate with the ongoing operations of our existing portfolio. Further, certain auditing and accounting fees incurred vary depending on the number and complexity of acquisitions or dispositions completed during the period. Due to the inconsistency in which these costs are incurred and how they have historically been treated for accounting purposes, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis.
Other adjustments. We will adjust for certain non-recurring charges and receipts and will explain such adjustments accordingly. We believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.
Further, we calculate AFFO by adjusting CFFO for the following items:
•Rent adjustments. This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and lease incentives and accretion related to below-market lease values, other deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. In addition to these adjustments, we also modify the calculation of cash rents within our definition of AFFO to provide greater consistency and comparability due to the period-to-period volatility in which cash rents are received. To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually. As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year. Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned.
•Amortization of debt issuance costs. The amortization of costs incurred to obtain financing is excluded from AFFO, as it is a non-cash expense item that is not directly related to the operating performance of our properties.
•Other adjustments. We will adjust for certain non-cash charges and receipts and will explain such adjustments accordingly. We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability.
We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance.
FFO, CFFO and AFFO do not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all cash effects of transactions and other events in the determination of net income, and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions. Comparisons of FFO, CFFO, and AFFO, using the NAREIT definition for FFO and the definitions above for CFFO and AFFO, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the definitions used by such REITs.
Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period. We believe that diluted earnings per share is the most directly-comparable GAAP measure to each of Diluted FFO, CFFO, and AFFO per share. Because many REITs provide Diluted FFO, CFFO, and AFFO per share information to the investment community, we believe these are useful supplemental measures when comparing us to other REITs.
We believe that FFO, CFFO, and AFFO and Diluted FFO, CFFO, and AFFO per share are useful to investors because they provide investors with a further context for evaluating our FFO, CFFO, and AFFO results in the same manner that investors use net income and EPS in evaluating net income.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the three months ended March 31, 2022 and 2021 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):
| | | | | | | | | | | | | | | |
| | | | For the Three Months Ended March 31, |
| | | | | | 2022 | | 2021 |
| Net income | | | | | $ | 1,187 | | | $ | 554 | |
Less: Aggregate dividends declared on Series B Preferred Stock and Series C Preferred Stock(1) | | | | | (3,915) | | | (2,764) | |
| Net loss attributable to common stockholders and non-controlling OP Unitholders | | | | | (2,728) | | | (2,210) | |
| Plus: Real estate and intangible depreciation and amortization | | | | | 8,346 | | | 6,051 | |
| | | | | | | |
| Plus: Losses on dispositions of real estate assets, net | | | | | 976 | | | 798 | |
| | | | | | | |
Adjustments for unconsolidated entities(2) | | | | | 26 | | | 9 | |
| FFO available to common stockholders and non-controlling OP Unitholders | | | | | 6,620 | | | 4,648 | |
| Plus: Acquisition- and disposition-related expenses | | | | | 109 | | | 70 | |
| | | | | | | |
(Less) plus: Other nonrecurring (receipts) charges, net(3) | | | | | (49) | | | 43 | |
| CFFO available to common stockholders and non-controlling OP Unitholders | | | | | 6,680 | | | 4,761 | |
| Net rent adjustment | | | | | (719) | | | (491) | |
| Plus: Amortization of debt issuance costs | | | | | 271 | | | 388 | |
Plus: Other non-cash charges(4) | | | | | 149 | | | 25 | |
| AFFO available to common stockholders and non-controlling OP Unitholders | | | | | 6,381 | | | 4,683 | |
| | | | | | | |
| Weighted-average common stock outstanding—basic and diluted | | | | | 34,285,002 | | 26,874,630 |
| Weighted-average common non-controlling OP Units outstanding | | | | | 204,778 | | 47,782 |
| Weighted-average total common shares outstanding | | | | | 34,489,780 | | 26,922,412 |
| | | | | | | |
| Diluted FFO per weighted-average total common share | | | | | $ | 0.19 | | | $ | 0.17 | |
| Diluted CFFO per weighted-average total common share | | | | | $ | 0.19 | | | $ | 0.18 | |
| Diluted AFFO per weighted-average total common share | | | | | $ | 0.19 | | | $ | 0.17 | |
| | | | | | | |
| Distributions declared per total common share | | | | | $ | 0.14 | | | $ | 0.14 | |
(1)Includes (i) cash dividends paid on our Series B Preferred Stock and Series C Preferred Stock, (ii) the value of additional shares of Series C Preferred Stock issued pursuant to the DRIP, and (iii) the pro-rata write-off of offering costs related to shares of Series C Preferred Stock that were redeemed during the respective periods.
(2)Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the respective periods.
(3)Consists primarily of (i) net property and casualty recoveries recorded, net of the cost of related repairs expensed, as a result of the damage caused to certain irrigation improvements by natural disasters on certain of our properties, (ii) one-time listing fees related to our Series D Term Preferred Stock, and (iii) certain one-time costs related to the early redemption of our Series A Term Preferred Stock.
(4)Consists of (i) the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP), (ii) the pro-rata write-off of offering costs related to shares of Series C Preferred Stock that were redeemed, which were noncash charges, and (iii) our remaining pro-rata share of income (loss) recorded from investments in unconsolidated entities during the respective periods.
Net Asset Value
Real estate companies are required to record real estate using the historical cost basis of the real estate, adjusted for accumulated depreciation and amortization, and, as a result, the carrying value of the real estate does not typically change as the fair value of the assets change. Thus, one challenge is determining the fair value of the real estate in order to allow stockholders to see the value of the real estate increase or decrease over time, which we believe is useful to our investors.
Determination of Fair Value
Our Board of Directors reviews and approves the valuations of our properties pursuant to a valuation policy approved by our Board of Directors (the “Valuation Policy”). Such review and approval occurs in three phases: (i) prior to its quarterly meetings, the Board of Directors receives written valuation recommendations and supporting materials that are provided by professionals of the Adviser and Administrator, with oversight and direction from the chief valuation officer, who is also employed by the Administrator (collectively, the “Valuation Team”); (ii) the valuation committee of the Board of Directors (the “Valuation Committee”), which is comprised entirely of independent directors, meets to review the valuation recommendations and supporting materials; and (iii) after the Valuation Committee concludes its meeting, it and the chief valuation officer present the Valuation Committee’s findings to the entire Board of Directors so that the full Board of Directors may review and approve the fair values of our properties in accordance with the Valuation Policy. Further, on a quarterly basis, the Board of Directors reviews the Valuation Policy to determine if changes thereto are advisable and also reviews whether the Valuation Team has applied the Valuation Policy consistently.
Per the Valuation Policy, our valuations are generally derived based on the following:
•For properties acquired within 12 months prior to the date of valuation, the purchase price of the property will generally be used as the current fair value unless overriding factors apply. In situations where OP Units are issued as partial or whole consideration in connection with the acquisition of a property, the fair value of the property will generally be the lower of: (i) the agreed-upon purchase price between the seller and the buyer (as shown in the purchase and sale agreement or contribution agreement and using the agreed-upon pricing of the OP Units, if applicable), or (ii) the value as determined by an independent, third-party appraiser.
•For real estate we acquired more than one year prior to the date of valuation, we determine the fair value either by relying on estimates provided by independent, third-party appraisers or through an internal valuation process. In addition, if significant capital improvements take place on a property, we will typically have those properties reappraised upon completion of the project by an independent, third-party appraiser. In any case, we intend to have each property valued by an independent, third-party appraiser via a full appraisal at least once every three years, with interim values generally being determined by either: (i) a restricted appraisal (a “desk appraisal”) performed by an independent, third-party appraiser, or (ii) our internal valuation process.
Various methodologies were used, both by the appraisers and in our internal valuations, to determine the fair value of our real estate, including the sales comparison, income capitalization (or a discounted cash flow analysis), and cost approaches of valuation. In performing their analyses, the appraisers typically (i) conducted site visits to the properties (where full appraisals were performed), (ii) discussed each property with our Adviser and reviewed property-level information, including, but not limited to, property operating data, prior appraisals (as available), existing lease agreements, farm acreage, location, access to water and water rights, potential for future development, and other property-level information, and (iii) reviewed information from a variety of sources about regional market conditions applicable to each of our properties, including, but not limited to, recent sale prices of comparable farmland, market rents for similar farmland, estimated marketing and exposure time, market capitalization rates, and the current economic environment, among others. In performing our internal valuations, we will consider the most recent appraisal available and use similar methodologies in determining an updated fair value. We will also obtain updated market data related to the property, such as updated sales and market rent comparisons and market capitalization rates, and perform an updated assessment of the tenants’ credit risk profiles, among others. Sources of this data may come from market inputs from recent acquisitions of our own portfolio of real estate, recent appraisals of properties we own that are similar in nature and in the same region (as applicable) as the property being valued, market conditions and trends we observe in our due diligence process, and conversations with appraisers, brokers, and farmers.
A breakdown of the methodologies used to value our properties and the aggregate value as of March 31, 2022, determined by each method is shown in the table below (dollars in thousands, except in footnotes): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Valuation Method | | Number of
Farms | | Total
Acres | | Farm
Acres | | Net Cost Basis(1) | | Current
Fair Value | | % of Total
Fair Value |
| Purchase Price | | 25 | | 11,230 | | 9,815 | | $ | 287,020 | | | $ | 288,918 | | | 19.6% |
| | | | | | | | | | | | |
| Internal Valuation | | 3 | | 6,189 | | 4,730 | | 21,041 | | | 36,000 | | | 2.4% |
Third-party Appraisal(2) | | 136 | | 95,123 | | 78,781 | | 1,009,809 | | | 1,151,918 | | | 78.0% |
| Total | | 164 | | 112,542 | | 93,326 | | $ | 1,317,870 | | | $ | 1,476,836 | | | 100.0% |
(1)Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs paid for by us that were associated with the properties, and adjusted for accumulated depreciation and amortization.
(2)Appraisals performed between April 2021 and March 2022.
Some of the significant assumptions used by appraisers and the Valuation Team in valuing our portfolio as of March 31, 2022, include land values per farmable acre, market rental rates per farmable acre and the resulting net operating income (“NOI”) at the property level, and capitalization rates, among others. These assumptions were applied on a farm-by-farm basis and were selected based on several factors, including comparable land sales, surveys of both existing and current market rates, discussions with other brokers and farmers, soil quality, size, location, and other factors deemed appropriate. A summary of these significant assumptions is provided in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Appraisal Assumptions | | Internal Valuation Assumptions |
| | Range
(Low - High) | | Weighted
Average | | Range
(Low - High) | | Weighted
Average |
| Land Value (per farmable acre) | | $678 – $128,781 | | $ | 35,135 | | | $5,504 – $5,504 | | $ | 5,504 | |
| Market NOI (per farmable acre) | | $158 – $4,215 | | $ | 2,040 | | | $214 – $214 | | $ | 214 | |
| Market Capitalization Rate | | 3.70% – 10.50% | | 5.36% | | 4.00% – 4.00% | | 4.00% |
Note: Figures in the table above apply only to the farmland portion of our portfolio and exclude assumptions made relating to farm-related facilities (e.g., cooling facilities), and other structures on our properties (e.g., residential housing), as their aggregate value was considered to be insignificant in relation to that of the farmland.
Our Valuation Team reviews the appraisals, including the significant assumptions and inputs used in determining the appraised values, and considers any developments that may have occurred since the time the appraisals were performed. Developments considered that may have an impact on the fair value of our real estate include, but are not limited to, changes in tenant credit profiles, changes in lease terms (such as expirations and notices of non-renewals or to vacate), and potential asset sales (particularly those at prices different from the appraised values of our properties).
Management believes that the purchase prices of the farms acquired during the previous 12 months and the most recent appraisals available for the farms acquired prior to the previous 12 months fairly represent the current market values of the properties as of March 31, 2022, and, accordingly, did not make any adjustment to these values.
A quarterly roll-forward of the change in our portfolio value for the three months ended March 31, 2022, from the prior value basis as of December 31, 2021, is provided in the table below (dollars in thousands):
| | | | | | | | | |
| Total portfolio fair value as of December 31, 2021 | | $ | 1,463,651 | | |
| | | |
| | | |
| Plus net value appreciation during the three months ended March 31, 2022: | | | |
| | | |
| | | |
| 34 farms valued via third-party appraisals | $ | 13,185 | | | |
| Total net appreciation for the three months ended March 31, 2022 | | 13,185 | | |
| Total portfolio fair value as of March 31, 2022 | | $ | 1,476,836 | | |
Management also determined fair values of all of its long-term borrowings and preferred stock. Using a discounted cash flow analysis, management determined that the fair value of all long-term encumbrances on our properties as of March 31, 2022, was approximately $633.6 million, as compared to a carrying value (excluding unamortized related debt issuance costs) of approximately $663.8 million. The fair values of our Series B Preferred Stock and Series D Term Preferred Stock were determined using the closing stock prices as of March 31, 2022, of $25.90 per share and $25.50 per share, respectively. Finally, pursuant to Financial Industry Regulatory Authority Rule 2310(b)(5), with the assistance of a third-party valuation expert, we determined the estimated value of our Series C Preferred Stock to be $25.00 per share as of March 31, 2022 (see Exhibit 99.1 to this Form 10-Q).
Calculation of Estimated Net Asset Value
To provide our stockholders with an estimate of the fair value of our real estate assets, we intend to estimate the fair value of our farms and farm-related properties and provide an estimated net asset value (“NAV”) on a quarterly basis. NAV is a non-GAAP, supplemental measure of financial position of an equity REIT and is calculated as total equity, adjusted for the increase or decrease in fair value of our real estate assets and long-term borrowings (including any preferred stock required to be treated as debt for GAAP purposes) relative to their respective cost bases. Further, we calculate NAV per common share by dividing NAV by our total common shares outstanding (consisting of our common stock and OP Units held by non-controlling limited partners).
The fair values presented above and their usage in the calculation of net asset value per share presented below have been prepared by and is the responsibility of management. PricewaterhouseCoopers LLP has neither examined, compiled, nor performed any procedures with respect to the fair values or the calculation of net asset value per common share, which utilizes information that is not disclosed within the financial statements, and, accordingly, does not express an opinion or any other form of assurance with respect thereto.
As of March 31, 2022, we estimate the NAV per common share to be $15.54. A reconciliation of NAV to total equity, which we believe is the most directly-comparable GAAP measure, is provided below (dollars in thousands, except per-share data):
| | | | | | | | | | | |
| Total equity per balance sheet | | | $ | 631,925 | |
| Fair value adjustment for long-term assets: | | | |
Less: net cost basis of tangible and intangible real estate holdings(1) | $ | (1,317,870) | | | |
Plus: estimated fair value of real estate holdings(2) | 1,476,836 | | | |
| Net fair value adjustment for real estate holdings | | | 158,966 | |
| Fair value adjustment for long-term liabilities: | | | |
Plus: book value of aggregate long-term indebtedness(3) | 724,169 | | | |
Less: fair value of aggregate long-term indebtedness(3)(4) | (695,173) | | | |
| Net fair value adjustment for long-term indebtedness | | | 28,996 | |
| Estimated NAV | | | 819,887 | |
Less: aggregate fair value of Series B Preferred Stock and Series C Preferred Stock(5) | | | (280,388) | |
| Estimated NAV available to common stockholders and non-controlling OP Unitholders | | | $ | 539,499 | |
Total common shares and non-controlling OP Units outstanding(6) | | | 34,724,846 |
| Estimated NAV per common share and OP Unit | | | $ | 15.54 | |
(1)Per Net Cost Basis as presented in the table above.
(2)Per Current Fair Value as presented in the table above.
(3)Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable) and the Series D Term Preferred Stock.
(4)Long-term notes and bonds payable were valued using a discounted cash flow model. The Series D Term Preferred Stock was valued based on its closing stock price as of March 31, 2022.
(5)The Series B Preferred Stock was valued based on its closing stock price as of March 31, 2022, while the Series C Preferred Stock was valued at its liquidation value, as discussed above.
(6)Includes 34,520,068 shares of common stock and 204,778 OP Units held by non-controlling OP Unitholders.
A quarterly roll-forward in the estimated NAV per common share for the three months ended March 31, 2022, is provided below:
| | | | | | | | | | | |
| Estimated NAV per common share and non-controlling OP Unit as of December 31, 2021 | | | $ | 14.31 | |
| Less net loss attributable to common stockholders and non-controlling OP Unitholders | | | (0.08) | |
| Adjustments for net change in valuations: | | | |
Net change in unrealized fair value of farmland portfolio(1) | $ | 0.48 | | | |
| Net change in unrealized fair value of long-term indebtedness | 0.66 | | | |
| Net change in valuations | | | 1.14 | |
| Less distributions on common stock and non-controlling OP Units | | | (0.14) | |
| Plus net accretive effect of equity issuances | | | 0.31 | |
| Estimated NAV per common share and non-controlling OP Unit as of March 31, 2022 | | | $ | 15.54 | |
(1)The net change in unrealized fair value of our farmland portfolio consists of three components: (i) an increase of $0.38 per share due to the net appreciation in value of the farms that were valued during the three months ended March 31, 2022, (ii) an increase of $0.24 per share due to the aggregate depreciation and amortization expense recorded during the three months ended March 31, 2022, and (iii) a decrease of $0.14 per share due to net asset dispositions or capital improvements made on certain farms that have not yet been considered in the determination of the respective farms’ estimated fair values.
Comparison of estimated NAV and estimated NAV per common share, using the definitions above, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the calculation or application of the definition of NAV used by such REITs. In addition, the trading price of our common shares may differ significantly from our most recent estimated NAV per common share calculation. For example, while we estimated our NAV per common share to be $15.54 as of March 31, 2022, based on the calculation above, the closing price of our common stock on March 31, 2022, was $36.42 per share.
The determination of estimated NAV is subjective and involves a number of assumptions, judgments, and estimates, and minor adjustments to these assumptions, judgments, or estimates may have a material impact on our overall portfolio valuation. In addition, many of the assumptions used are sensitive to market conditions and can change frequently. Changes in the market environment and other events that may occur during our ownership of these properties may cause the values reported above to vary from the actual fair value that may be obtained in the open market. Further, while management believes the values presented reflect current market conditions, the ultimate amount realized on any asset will be based on the timing of such dispositions and the then-current market conditions. There can be no assurance that the ultimate realized value upon disposition of an asset will approximate the estimated fair value above.
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