Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | LAND | |
Entity Registrant Name | GLADSTONE LAND Corp | |
Entity Central Index Key | 0001495240 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 18,462,219 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Investments in real estate, net | $ 541,451 | $ 538,953 |
Lease intangibles, net | 5,364 | 5,686 |
Cash and cash equivalents | 23,108 | 14,730 |
Other assets, net | 6,026 | 5,750 |
TOTAL ASSETS | 575,949 | 565,119 |
LIABILITIES: | ||
Borrowings under lines of credit | 100 | 100 |
Notes and bonds payable, net | 333,835 | 335,788 |
Series A cumulative term preferred stock, $0.001 par value; $25.00 per share liquidation preference; 2,000,000 shares authorized, 1,150,000 shares issued and outstanding as of March 31, 2019, and December 31, 2018, net | 28,183 | 28,124 |
Accounts payable and accrued expenses | 6,715 | 9,152 |
Due to related parties, net | 676 | 945 |
Other liabilities, net | 11,671 | 9,957 |
Total liabilities | 381,180 | 384,066 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Series B cumulative redeemable preferred stock, $0.001 par value; $25.00 per share liquidation preference; 6,500,000 shares authorized; 1,891,709 shares issued and outstanding as of March 31, 2019; 1,144,393 shares issued and outstanding as of December 31, 2018 | 2 | 1 |
Common stock, $0.001 par value; 91,500,000 shares authorized; 18,462,219 shares issued and outstanding as of March 31, 2019; 17,891,340 shares issued and outstanding as of December 31, 2018 | 18 | 18 |
Additional paid-in capital | 223,480 | 202,053 |
Distributions in excess of accumulated earnings | (28,731) | (25,826) |
Total stockholders’ equity | 194,769 | 176,246 |
Non-controlling interests in Operating Partnership | 0 | 4,807 |
Total equity | 194,769 | 181,053 |
TOTAL LIABILITIES AND EQUITY | $ 575,949 | $ 565,119 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 91,500,000 | 91,500,000 |
Common stock, shares issued (in shares) | 18,462,219 | 17,891,340 |
Common stock, shares outstanding (in shares) | 18,462,219 | 17,891,340 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 1,150,000 | 1,150,000 |
Preferred stock, shares outstanding (in shares) | 1,150,000 | 1,150,000 |
Series B Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 0 |
Preferred stock, shares authorized (in shares) | 6,500,000 | 6,500,000 |
Preferred stock, shares issued (in shares) | 1,891,709 | 1,144,393 |
Preferred stock, shares outstanding (in shares) | 1,891,709 | 1,144,393 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
OPERATING REVENUES: | ||
Lease revenue | $ 7,830 | |
Lease revenue | $ 6,694 | |
Other operating revenues | 0 | 2,551 |
Total operating revenues | 7,830 | 9,245 |
OPERATING EXPENSES: | ||
Depreciation and amortization | 2,597 | 2,189 |
Property operating expenses | 816 | 428 |
Base management fee | 905 | 656 |
Administration fee | 306 | 274 |
General and administrative expenses | 550 | 553 |
Other operating expenses | 0 | 2,359 |
Total operating expenses | 5,174 | 6,459 |
Credits to fees from Adviser | (569) | 0 |
Total operating expenses, net of credits to fees | 4,605 | 6,459 |
OTHER INCOME (EXPENSE): | ||
Other income | 826 | 315 |
Interest expense | (3,453) | (2,832) |
Dividends declared on Series A cumulative term preferred stock | (458) | (458) |
Loss on dispositions of real estate assets, net | (32) | 0 |
Property and casualty loss | 0 | (129) |
Total other expense, net | (3,117) | (3,104) |
NET INCOME (LOSS) | 108 | (318) |
Net (income) loss attributable to non-controlling interests | (3) | 21 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 105 | (297) |
Dividends declared on Series B cumulative redeemable preferred stock | (601) | 0 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (496) | $ (297) |
LOSS PER COMMON SHARE: | ||
Basic and diluted (in dollars per share) | $ (0.03) | $ (0.02) |
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING: | ||
Basic and diluted (in shares) | 18,028,826 | 13,957,732 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | Non-Controlling Interests | Series B Preferred Stock | Series B Preferred StockPreferred Stock |
Beginning balance, preferred stock (in shares) at Dec. 31, 2017 | 0 | |||||||
Beginning balance, common stock (in shares) at Dec. 31, 2017 | 13,791,574 | |||||||
Beginning balance at Dec. 31, 2017 | $ 117,951,000 | $ 14,000 | $ 129,705,000 | $ (19,802,000) | $ 109,917,000 | $ 8,034,000 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Redemptions of preferred stock and OP Units (in shares) | 7,700 | |||||||
Redemptions of preferred stock | (400,000) | 63,000 | 63,000 | (463,000) | ||||
Issuance of common stock, net (in shares) | 1,416,925 | |||||||
Issuance of common stock, net | 16,715,000 | $ 1,000 | 16,714,000 | 16,715,000 | ||||
Net income (loss) | (318,000) | (297,000) | (297,000) | (21,000) | ||||
Distributions—OP Units and common stock | (1,980,000) | (1,851,000) | (1,851,000) | (129,000) | ||||
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership | 0 | (492,000) | (492,000) | 492,000 | ||||
Ending balance, preferred stock (in shares) at Mar. 31, 2018 | 0 | |||||||
Ending balance, common stock (in shares) at Mar. 31, 2018 | 15,216,199 | |||||||
Ending balance at Mar. 31, 2018 | $ 131,968,000 | $ 15,000 | 145,990,000 | (21,950,000) | 124,055,000 | 7,913,000 | $ 0 | |
Beginning balance, preferred stock (in shares) at Dec. 31, 2018 | 1,144,393 | 1,144,393 | ||||||
Beginning balance, common stock (in shares) at Dec. 31, 2018 | 17,891,340 | 17,891,340 | ||||||
Beginning balance at Dec. 31, 2018 | $ 181,053,000 | $ 18,000 | 202,053,000 | (25,826,000) | 176,246,000 | 4,807,000 | $ 1,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of preferred stock, net (in shares) | 747,916 | |||||||
Issuance of preferred stock, net | 16,704,000 | 16,703,000 | 16,704,000 | $ 1,000 | ||||
Redemptions of preferred stock and OP Units (in shares) | 570,879 | 600 | ||||||
Redemptions of preferred stock | (13,000) | (13,000) | (13,000) | $ (13) | ||||
Redemption of OP Units | 0 | 4,714,000 | 4,714,000 | (4,714,000) | ||||
Common stock issuance costs | (20,000) | (20,000) | (20,000) | |||||
Net income (loss) | 108,000 | 105,000 | 105,000 | 3,000 | ||||
Dividends—Series B Preferred Stock | (601,000) | (601,000) | (601,000) | |||||
Distributions—OP Units and common stock | (2,462,000) | (2,409,000) | (2,409,000) | (53,000) | ||||
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership | $ 0 | 43,000 | 43,000 | (43,000) | ||||
Ending balance, preferred stock (in shares) at Mar. 31, 2019 | 1,891,709 | 1,891,709 | ||||||
Ending balance, common stock (in shares) at Mar. 31, 2019 | 18,462,219 | 18,462,219 | ||||||
Ending balance at Mar. 31, 2019 | $ 194,769,000 | $ 18,000 | $ 223,480,000 | $ (28,731,000) | $ 194,769,000 | $ 0 | $ 2,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 108 | $ (318) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 2,597 | 2,189 | |
Amortization of debt issuance costs | 150 | 143 | |
Amortization of deferred rent assets and liabilities, net | (80) | (90) | |
Bad debt expense | 6 | 1 | |
Loss on dispositions of real estate assets, net | 32 | 0 | |
Property and casualty loss | 0 | 129 | |
Changes in operating assets and liabilities: | |||
Other assets, net | (136) | (1,659) | |
Accounts payable and accrued expenses and Due to related parties, net | (2,277) | (1,132) | |
Other liabilities, net | 2,032 | 3,488 | |
Net cash provided by operating activities | 2,432 | 2,751 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of new real estate assets | (2,304) | (5,032) | |
Capital expenditures on existing real estate assets | (3,063) | (4,478) | |
Change in deposits on real estate acquisitions and investments, net | (350) | 200 | |
Net cash used in investing activities | (5,717) | (9,310) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of preferred and common equity | 18,482 | 17,486 | |
Offering costs | (1,729) | (685) | |
Payments for redemptions of OP Units | 0 | (400) | |
Redemption of Series B Preferred Stock | (13) | 0 | |
Borrowings from mortgage notes and bonds payable | 1,440 | 1,260 | |
Repayments of mortgage notes and bonds payable | (3,450) | (3,118) | |
Borrowings from lines of credit | 0 | 7,500 | |
Repayments of lines of credit | 0 | (13,600) | |
Payments of financing fees | (4) | (163) | |
Dividends paid on Series B cumulative redeemable preferred stock | (601) | 0 | |
Distributions paid on common stock | (2,409) | (1,851) | |
Distributions paid to non-controlling interests in Operating Partnership | (53) | (129) | |
Net cash provided by financing activities | 11,663 | 6,300 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 8,378 | (259) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 14,730 | 2,938 | $ 2,938 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 23,108 | $ 2,679 | 14,730 |
NON-CASH OPERATING, INVESTING, AND FINANCING INFORMATION: | |||
Operating lease right-of-use assets included in Other assets, net | 208 | ||
Operating lease liabilities included in Other liabilities, net | 167 | ||
Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net | 1,428 | 4,621 | |
Real estate additions included in Other liabilities, net | 0 | 33 | |
Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net | 58 | 109 | |
Financing fees included in Accounts payable and accrued expenses and Due to related parties, net | $ 11 | $ 48 |
Business and Organization
Business and Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND ORGANIZATION | BUSINESS AND ORGANIZATION Business and Organization Gladstone Land Corporation (the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011 , having been originally incorporated in California on June 14, 1997 . Upon the pricing of our initial public offering on January 29, 2013, our shares of common stock began trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “LAND.” 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, all of the 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, 2019 , and December 31, 2018 , the Company owned 100.0% and approximately 96.9% , respectively, 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 treated 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) necessary for the fair statement of financial statements for the interim period have been included. 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, 2018 , as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2019 (the “Form 10-K”). The results of operations for the three months ended March 31, 2019 , 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. Actual results could materially differ from those estimates. Impairment of Real Estate Assets We account for the impairment of our tangible and identifiable intangible real estate assets in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment” (“ASC 360”), which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist. If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property (without interest charges), including proceeds from disposition, and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the property. We evaluate our entire 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, 2019 , and December 31, 2018 , we concluded that none of our properties were impaired. There have been no impairments recognized on our real estate assets since our inception. Crop Sales From October 17, 2017, through July 31, 2018, Land Advisers operated a 169 -acre farm located in Ventura County, California, under a short-term lease (see Note 6, “ Related-Party Transactions—TRS Lease Assumption ” for further discussion on this lease assignment). Costs incurred by Land Advisers in operating the farm generally consisted of growing costs (including the costs of land preparation, plants, fertilizers and pesticides, and labor costs), harvesting and selling costs (including labor costs for harvesting, packaging and cooling costs, and sales commissions), and certain overhead costs (including management/oversight costs). Revenue from the sale of harvested crops were recognized when the harvested crops had been delivered to the facility and title had transferred and were recorded using the market price on the date of delivery. Accumulated costs were charged to cost of products sold (based on percentage of gross revenue from sales) as the related crops were harvested and sold. Revenue from the sale of harvested crops and accumulated costs allocated to the crops sold during the three months ended March 31, 2018 , are shown in the following table (dollars in thousands, except for footnotes): For the Three Months Ended March 31, 2018 Sales revenue (1) $ 2,546 Cost of sales (2)(3)(4) (2,359 ) (1) Included within Other operating revenues on the accompanying Condensed Consolidated Statement of Operations. (2) Included within Other operating expenses on the accompanying Condensed Consolidated Statement of Operations. (3) Excludes rent expense owed to the Company and interest expense owed on a loan from the Company to Land Advisers, both of which expenses were eliminated in consolidation. (4) Excludes the allocation of a fee earned by our Adviser from Land Advisers of approximately $66,000 during the three months ended March 31, 2018 , which is included within Management Fee on the accompanying Condensed Consolidated Statements of Operations (see Note 6, “ Related-Party Transactions—TRS Fee Arrangements—TRS Expense Sharing Agreement ” for further discussion on this fee). The lease to Land Advisers expired on July 31, 2018, after which we leased the farm to a new, unrelated third-party tenant under a 10-year lease that commenced on August 1, 2018. Income Taxes We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, we generally are not subject to federal corporate income taxes on amounts that we distribute to our stockholders (except income from any foreclosure property), provided that, on an annual basis, we distribute at least 90% of our REIT taxable income (excluding net capital gains) to our stockholders and meet certain other conditions. As such, in general, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income and taxes on the income generated by a TRS (such as Land Advisers), if any. From October 17, 2017, through July 31, 2018, Land Advisers, which is subject to federal and state income taxes, assumed the operations on one of our farms in California (see Note 6, “ Related-Party Transactions—TRS Lease Assumption ”). There was no taxable income or loss from Land Advisers for the tax year ended December 31, 2018 , nor was there any for the three months ended March 31, 2019 . Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes,” using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases (including for operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled. In addition, we will establish valuation allowances for tax benefits when we believe it is more-likely-than-not (defined as a likelihood of more than 50%) that such assets will not be realized. Reclassifications On the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2019 , operating rental revenue has been reclassified to be displayed in accordance with ASU 2016-02 (as defined below), which was adopted on January 1, 2019, and acquisition-related expenses have been reclassified to be included within general and administrative expenses. These reclassifications had no impact on previously-reported net income (loss), equity, or net change in cash and cash equivalents. Recently-Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which was amended in each of March, April, May, and December of 2016. ASU 2014-09, as amended, supersedes or replaces nearly all GAAP revenue recognition guidance and establishes a new, control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time and will expand disclosures about revenue. We adopted ASU 2014-09 on January 1, 2018, using the modified retrospective method, under which the cumulative effect of initially applying the guidance was recognized at the date of initial application. Our adoption of ASU 2014-09 did not have a material impact on our results of operations or financial condition, as the primary impact of this update is related to common area maintenance and other material tenant reimbursements, whereas the majority of our revenue is from rental income pursuant to net-lease agreements, with very little being attributed to tenant recoveries. The impact of ASU 2014-09 did not take effect until the new leasing standard (ASU 2016-02, as defined below) became effective on January 1, 2019. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842): An Amendment of the FASB Accounting Standards Codification” (“ASU 2016-02”), which supersedes the previous leasing standard, ASC 840, “Leases.” The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee, which classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis, respectively, over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months, regardless of the classification. Leases with a term of 12 months or less will be accounted for similarly to operating leases under the previous leasing standard. The new standard requires lessors to account for leases using an approach that is substantially equivalent to that under the previous standard for sales-type leases, direct financing leases, and operating leases. We adopted ASU 2016-02 on January 1, 2019, using the modified retrospective method, under which we recorded the cumulative effect of applying the new guidance as of the adoption date. We also elected the package of practical expedients permitted under the transition guidance (which included that: (i) an entity need not reassess whether any expired or existing contracts are or contain leases, (ii) an entity need not reassess the lease classification for any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases), the land easement practical expedient to carry forward existing accounting treatment on existing land easements, and the lease and non-lease component combined practical expedient. In addition, we elected the short-term lease exception, which allows us to account for leases with a term of 12 months or less similar to existing operating leases. We currently have two operating ground lease arrangements with terms greater than one year for which we are the lessee. See Note 7, “ Commitments and Contingencies—Ground Lease Obligations ,” for further discussion on the impact of our adoption of ASU 2016-02 and the assumptions used in determine the related right-of-use asset and lease liability. |
Real Estate and Intangible Asse
Real Estate and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
REAL ESTATE AND INTANGIBLE ASSETS | REAL ESTATE AND INTANGIBLE ASSETS All of our properties are wholly-owned on a fee-simple basis, except where noted. The following table provides certain summary information about the 86 farms we owned as of March 31, 2019 (dollars in thousands, except for footnotes): Location No. of Farms Total Acres Farm Acres Net Cost Basis (1) Encumbrances (2) California 33 10,147 9,336 $ 249,319 $ 166,109 Florida 22 17,184 12,981 154,297 96,772 Arizona (3) 6 6,280 5,228 55,340 22,008 Colorado 10 31,448 24,513 41,790 25,046 Nebraska 3 3,254 2,701 12,847 8,490 Washington 1 746 417 8,709 5,190 Texas 1 3,667 2,219 8,393 5,280 Oregon 3 418 363 6,003 3,312 Michigan 5 446 291 4,990 2,740 North Carolina 2 310 295 2,313 1,270 86 73,900 58,344 $ 544,001 $ 336,217 (1) Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Includes Investments in real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net; plus net above-market lease values and lease incentives included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Condensed Consolidated Balance Sheets. (2) Excludes approximately $2.3 million of debt issuance costs related to mortgage notes and bonds payable, included in Mortgage notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet. (3) Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively. In total, these two farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $2.5 million as of March 31, 2019 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet). Real Estate The following table sets forth the components of our investments in tangible real estate assets as of March 31, 2019 , and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Real estate: Land and land improvements $ 419,602 $ 417,310 Irrigation and drainage systems 73,864 71,583 Horticulture 49,057 48,894 Farm-related facilities 18,534 18,510 Other site improvements 6,717 6,707 Real estate, at gross cost 567,774 563,004 Accumulated depreciation (26,323 ) (24,051 ) Real estate, net $ 541,451 $ 538,953 Real estate depreciation expense on these tangible assets was approximately $2.3 million and $1.9 million for the three months ended March 31, 2019 and 2018 , respectively. Included in the figures above are amounts related to improvements made on certain of our properties paid for by our tenants but owned by us, or tenant improvements. As of March 31, 2019 , and December 31, 2018 , we recorded tenant improvements, net of accumulated depreciation, of approximately $2.3 million and $2.4 million , respectively. We recorded both depreciation expense and additional lease revenue related to these tenant improvements of approximately $74,000 and $76,000 during the three months ended March 31, 2019 and 2018, respectively. 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, 2019 , and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Lease intangibles: Leasehold interest – land $ 3,498 $ 3,498 In-place leases 2,046 2,046 Leasing costs 1,965 1,963 Tenant relationships 414 414 Lease intangibles, at cost 7,923 7,921 Accumulated amortization (2,559 ) (2,235 ) Lease intangibles, net $ 5,364 $ 5,686 Total amortization expense related to these lease intangible assets was approximately $324,000 and $293,000 for the three months ended March 31, 2019 and 2018 , 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, 2019 , and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Intangible Asset or Liability Deferred Rent Asset (Liability) Accumulated (Amortization) Accretion Deferred Rent Asset (Liability) Accumulated (Amortization) Accretion Above-market lease values and lease incentives (1) $ 216 $ (51 ) $ 126 $ (18 ) Below-market lease values and other deferred revenue (2) (917 ) 240 (917 ) 202 $ (701 ) $ 189 $ (791 ) $ 184 (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 on the accompanying Condensed Consolidated Statements of Operations. (2) Net below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue on the accompanying Condensed Consolidated Statements of Operations. Total amortization related to above-market lease values and lease incentives was approximately $33,000 and $2,000 for the three months ended March 31, 2019 and 2018, respectively. Total accretion related to below-market lease values and other deferred revenue was approximately $38,000 and $17,000 for the three months ended March 31, 2019 and 2018, respectively. Acquisitions Upon our adoption of ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” on October 1, 2016, most acquisitions, including those with a prior leasing history, are generally treated as an asset acquisition under ASC 360. For acquisitions accounted for as asset acquisitions under ASC 360, all acquisition-related costs, other than those costs that directly related to either originating new leases we execute upon acquisition or reviewing in-place leases we assumed upon acquisition, are capitalized and included as part of the fair value allocation of the identifiable tangible and intangible assets acquired or liabilities assumed. Upon our adoption of ASU 2016-02 on January 1, 2019, costs that directly related to either negotiating and originating new leases or reviewing assumed leases (generally, external legal costs) are expensed as incurred, whereas these costs were generally capitalized as part of leasing costs under the previous leasing standard. In addition, total consideration for acquisitions may include a combination of cash and equity securities, such as OP Units. When OP Units are issued in connection with acquisitions, we determine the fair value of the OP Units issued based on the number of units issued multiplied by the closing price of the Company’s common stock on the date of acquisition. Unless otherwise noted, all properties acquired during 2019 and 2018 were accounted for as asset acquisitions under ASC 360. 2019 Acquisitions During the three months ended March 31, 2019 , we acquired one new farm, which is summarized in the table below (dollars in thousands): Property Property Acquisition Total No. of Primary Lease Renewal Total Acquisition (1) Annualized (2) New Somerset Road Lincoln, NE 1/22/2019 695 1 Popcorn and edible beans 4.9 years 1 (5 years) $ 2,400 $ 31 $ 126 $ 1,440 695 1 $ 2,400 $ 31 $ 126 $ 1,440 (1) Includes approximately $4,000 of aggregate external legal fees associated with negotiating and originating the lease associated with this acquisition, which costs were expensed in the period incurred. (2) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. During the three months ended March 31, 2019 , we recognized operating revenues of approximately $24,000 and net income of approximately $2,000 related to the above acquisition. 2018 Acquisitions During the three months ended March 31, 2018 , we acquired two new farms, which are summarized in the table below (dollars in thousands, except for footnotes): Property Name Property Location Acquisition Date Total Acreage No. of Farms Primary Crop(s) Lease Term Renewal Options Total Purchase Price Acquisition Costs Annualized Straight-line Rent (1) New Long-term Debt Taft Highway (2) Kern, CA 1/31/2018 161 1 Potatoes and Melons N/A N/A $ 2,945 $ 32 $ — $ 1,473 Cemetery Road Van Buren, MI 3/13/2018 176 1 Blueberries 9.6 years None 2,100 39 150 1,260 337 2 $ 5,045 $ 71 $ 150 $ 2,733 (1) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. (2) Farm was purchased with no lease in place at the time of acquisition. During the three months ended March 31, 2018 , in the aggregate, we recognized operating revenues of approximately $8,000 and a net loss of approximately $5,000 related to the above acquisitions. Purchase Price Allocations The allocation of the aggregate purchase price for the farms acquired during each of the three months ended March 31, 2019 and 2018 is as follows (dollars in thousands): Acquisition Period Land and Land Improvements Irrigation & Horticulture Farm-related Facilities In-place Leases Leasing Costs Total Purchase Price 2019 Acquisitions $ 2,090 $ 310 $ — $ — $ — $ — $ 2,400 2018 Acquisitions 3,256 582 961 123 76 47 5,045 Significant Existing Real Estate Activity Leasing Activity The following table summarizes certain leasing activity that occurred on our existing properties during the three months ended March 31, 2019 (dollars in thousands, except footnotes): PRIOR LEASES (1) NEW LEASES (2) Farm Number of Leases Total Farm Acres Total Annualized Straight-line Rent (3) # of Leases with Participation Rents Lease Structures (# of NNN / NN) (4) Total (3) Wtd. Avg. Term # of Leases Lease (4) AZ, CA, FL, 11 4,375 $ 2,143 1 8 / 4 $ 2,127 3.2 3 8 / 3 (1) Includes a farm that was previously vacant. (2) In connection with certain of these leases, we committed to provide aggregate capital of up to $420,000 for certain improvements on these farms. (3) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. (4) “NNN” refers to leases under triple-net lease arrangements, and “NN” refers to leases under partial-net lease arrangements. For a description of each of these types of lease arrangements, see “ Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Leases—General .” See Note 10, “ Subsequent Events—Leasing Activity ” for additional leasing activity that occurred subsequent to March 31, 2019. Project Completion During the year ended December 31, 2018, we replaced 23 irrigation pivots on one of our properties in Colorado at a total cost of approximately $1.4 million . Pursuant to a lease amendment executed during the three months ended March 31, 2019 , in connection with this project, we will earn additional straight-line rental income of approximately $117,000 per year throughout the remaining term of the lease, which expires on February 28, 2021. Future Minimum Lease Payments We account for all of our leasing arrangements in which we are the lessor as operating leases. The majority of our leases are subject to fixed rental increases, and a small subset of our lease portfolio includes lease payments based on an index, such as the consumer price index (“CPI”). In addition, several of our leases contain participation rent components based on the gross revenues earned on the respective farms. Most of our leases also include tenant renewal options; however, these renewal options are generally based on then-current market rates and are therefore typically excluded from the determination of the minimum lease term. Our leases do not generally include tenant termination options. The following table summarizes the future lease payments to be received under non-cancelable leases as of March 31, 2019 , and December 31, 2018 (dollars in thousands): Future Lease Payments (1) Period March 31, 2019 December 31, 2018 2019 $ 20,546 $ 30,290 2020 28,179 26,917 2021 21,131 20,980 2022 20,285 19,775 2023 19,718 19,413 Thereafter 62,793 59,934 $ 172,652 $ 177,309 (1) Excludes variable rent payments, such as potential rent increases that are based on CPI or future contingent rents based on a percentage of the gross revenues earned on the respective farms. Portfolio Diversification and Concentrations Diversification The following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of and for the three months ended March 31, 2019 and 2018 (dollars in thousands): As of and For the Three Months Ended March 31, 2019 As of and For the Three Months Ended March 31, 2018 State Number of Farms Total Acres % of Total Acres Lease Revenue % of Total Lease Revenue Number Total % of Lease % of Total California (1) 33 10,147 13.7% $ 3,734 47.7% 29 8,241 13.0% $ 3,030 45.3% Florida 22 17,184 23.2% 2,339 29.9% 16 11,006 17.4% 1,754 26.2% Colorado 10 31,448 42.6% 696 8.9% 10 31,450 49.6% 686 10.3% Arizona 6 6,280 8.5% 539 6.9% 6 6,280 9.9% 532 7.9% Texas 1 3,667 5.0% 131 1.7% — — —% — —% Oregon 3 418 0.6% 128 1.6% 4 2,313 3.7% 307 4.6% Washington 1 746 1.0% 122 1.5% 1 746 1.2% 121 1.8% North Carolina 2 310 0.4% 60 0.8% 2 310 0.5% 49 0.7% Nebraska 3 3,254 4.4% 60 0.8% 2 2,559 4.0% 145 2.2% Michigan 5 446 0.6% 21 0.2% 5 446 0.7% 70 1.0% TOTALS 86 73,900 100.0% $ 7,830 100.0% 75 63,351 100.0% $ 6,694 100.0% (1) According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across four of these growing regions. Concentrations Credit Risk As of March 31, 2019 , our farms were leased to 64 different, unrelated third-party tenants, with certain tenants leasing more than one farm. One unrelated third-party tenant (“Tenant A”) leases five of our farms, and aggregate lease revenue attributable to Tenant A accounted for approximately $1.1 million , or 14.1% , of the total lease revenue recorded during the three months ended March 31, 2019 . If Tenant A fails to make rental payments, elects to terminate its leases prior to their expirations, or does not renew its leases (and we cannot re-lease the farms on satisfactory terms), there could be a material adverse effect on our financial performance and ability to continue operations. No other individual tenant represented greater than 10.0% of the total lease revenue recorded during the three months ended March 31, 2019 . Geographic Risk Farms located in California and Florida accounted for approximately $3.7 million ( 47.7% ) and $2.3 million ( 29.9% ), respectively, of the total lease revenue recorded during the three months ended March 31, 2019 . Though we seek to continue to further diversify geographically, as may be desirable or feasible, should an unexpected natural disaster occur where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. No other single state accounted for more than 10.0% of our total lease revenue recorded during the three months ended March 31, 2019 . |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
BORROWINGS | BORROWINGS Our borrowings as of March 31, 2019 , and December 31, 2018 , are summarized below (dollars in thousands): Carrying Value as of As of March 31, 2019 March 31, 2019 December 31, 2018 Stated Interest Rates (1) (Range; Wtd Avg) Maturity Dates (Range; Wtd Avg) Notes and bonds payable: Fixed-rate notes payable $ 245,488 $ 247,249 3.16%–5.70%; 3.97% 6/1/2020–12/1/2043; January 2032 Fixed-rate bonds payable 90,629 90,877 2.80%–4.57%; 3.55% 12/11/2019–9/13/2028; November 2022 Total notes and bonds payable 336,117 338,126 Debt issuance costs – notes and bonds payable (2,282 ) (2,338 ) N/A N/A Notes and bonds payable, net $ 333,835 $ 335,788 Variable-rate revolving lines of credit $ 100 $ 100 5.05% 4/5/2024 Total borrowings, net $ 333,935 $ 335,888 (1) Where applicable, stated interest rates are before interest patronage (as described below). As of March 31, 2019 , the above borrowings were collateralized by 86 farms with an aggregate net book value of approximately $544.0 million . The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.93% and 3.52% for the three months ended March 31, 2019 , and 2018 , respectively. In addition, 2018 interest patronage from our Farm Credit Notes Payable (as defined below), which we recorded during the three months ended March 31, 2019 , resulted in a 21.2% reduction (approximately 95 basis points) to the stated interest rates on such borrowings. We are unable to estimate the amount of interest patronage to be received, if any, related to interest accrued during 2019 on our Farm Credit Notes Payable. As of March 31, 2019 , we were in compliance with all covenants applicable to the above borrowings. MetLife Borrowings MetLife Facility On May 9, 2014, we closed on a credit facility (the “MetLife Facility”) with Metropolitan Life Insurance Company (“MetLife”). As a result of subsequent amendments, the MetLife Facility currently consists of an aggregate of $200.0 million of term notes (the “MetLife Term Notes”) and $75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit”). The following table summarizes the pertinent terms of the MetLife Facility as of March 31, 2019 (dollars in thousands, except for footnotes): Issuance Aggregate Commitment Maturity Dates Principal Outstanding Interest Rate Terms Undrawn Commitment MetLife Term Notes $ 200,000 (1) 1/5/2029 $ 124,283 3.30%, fixed through 1/4/2027 (2) $ 64,374 (3) MetLife Lines of Credit 75,000 4/5/2024 100 3-month LIBOR + 2.25% (4) 74,900 (3) Total principal outstanding $ 124,383 (1) If the aggregate commitment under this facility is not fully utilized by December 31, 2019 , MetLife has the option to be relieved of its obligation to disburse the additional funds under the MetLife Term Notes. (2) Represents the blended interest rate as of March 31, 2019 . Interest rates for subsequent disbursements will be based on then-prevailing market rates. The interest rate on all then-outstanding disbursements will be subject to adjustment on January 5, 2027 . Through December 31, 2019 , the MetLife Term Notes are also subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the MetLife Term Notes). (3) Based on the properties that were pledged as collateral under the MetLife Facility, as of March 31, 2019 , the maximum additional amount we could draw under the facility was approximately $20.4 million . (4) The interest rate on the MetLife Lines of Credit is subject to a minimum annualized rate of 2.50% , plus an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under each line of credit). The interest rate spread will be subject to adjustment on October 5, 2019 . As of March 31, 2019 , the interest rate on the MetLife Lines of Credit was 5.05% . 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 eight different Farm Credit associations (collectively, “Farm Credit”). During the three months ended March 31, 2019 , we entered into the following loan agreement with Farm Credit (dollars in thousands): Issuer Date of Issuance Amount Maturity Date Principal Amortization Interest Rate Terms (1) Premier Farm Credit, FLCA 2/7/2019 $ 1,440 11/1/2043 25.0 years 5.45%, fixed through October 31, 2023 (variable thereafter) (1) Stated rate is before interest patronage, as described below. Interest patronage, or refunded interest, on our borrowings from the various Farm Credit associations is generally recorded upon receipt and is included within Other income on our Condensed Consolidated Statements of Operations. Receipt of interest patronage typically occurs in the first half of the calendar year following the calendar year in which the respective interest payments are made. During the three months ended March 31, 2019 , we recorded interest patronage of approximately $700,000 related to interest accrued on loans from Farm Credit during the year ended December 31, 2018, which resulted in a 21.2% reduction (approximately 95 basis points) to the stated interest rates on such borrowings. Debt Service – Aggregate Maturities Scheduled principal payments of our aggregate notes and bonds payable as of March 31, 2019 , for the succeeding years are as follows (dollars in thousands): Period Scheduled Principal Payments For the remaining nine months ending December 31: 2019 $ 8,953 For the fiscal years ending December 31: 2020 28,181 2021 16,205 2022 38,645 2023 32,420 2024 23,508 Thereafter 188,205 $ 336,117 Fair Value ASC 820 provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation. ASC 820-10, “Fair Value Measurements and Disclosures,” establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • 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, 2019 , the aggregate fair value of our long-term, fixed-rate notes and bonds payable was approximately $332.1 million , as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $336.1 million . The fair value of our long-term, fixed-rate notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is calculated based on a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms. Further, due to the revolving nature of the MetLife Lines of Credit and the lack of changes in market credit spreads, their aggregate fair value as of March 31, 2019 , is deemed to approximate their aggregate carrying value of $100,000 . |
Series A Term Preferred Stock
Series A Term Preferred Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
SERIES A TERM PREFERRED STOCK | SERIES A TERM PREFERRED STOCK In August 2016 , we completed a public offering of 6.375% Series A Cumulative Term Preferred Stock, par value $0.001 per share (the “Series A Term Preferred Stock”), at a public offering price of $25.00 per share. As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 1,150,000 shares of the Series A Term Preferred Stock for gross proceeds of approximately $28.8 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $27.6 million . The Series A Term Preferred Stock is traded under the ticker symbol “LANDP” on Nasdaq. Generally, we were not permitted to redeem shares of the Series A Term Preferred Stock prior to September 30, 2018 , except in limited circumstances to preserve our qualification as a REIT. Beginning on September 30, 2018 , we were permitted to redeem the shares at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption. The shares of the Series A Term Preferred Stock have a mandatory redemption date of September 30, 2021 , and are not convertible into our common stock or any other securities. As of March 31, 2019 , no shares of Series A Term Preferred Stock have been redeemed. We incurred approximately $1.2 million in total offering costs related to this issuance, which have been recorded net of the Series A Term Preferred Stock as presented on the 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. The Series A 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. As of March 31, 2019 , the fair value of our Series A Term Preferred Stock was approximately $29.6 million , as compared to the carrying value (exclusive of unamortized offering costs) of approximately $28.8 million . The fair value of our Series A Term Preferred Stock is valued using Level 1 inputs under the hierarchy established by ASC 820-10, “Fair Value Measurements and Disclosures,” and is calculated based on the closing per-share price as of March 31, 2019 , of $25.73 . For information on the dividends declared by our Board of Directors and paid by us on the Series A Term Preferred Stock during the three months ended March 31, 2019 and 2018 , see Note 8, “ Equity—Distributions .” |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS Our Adviser and Administrator We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator, which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by David Gladstone, our chairman, chief executive officer, and president. In addition, two of our executive officers, Mr. Gladstone and Terry Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator, and Michael LiCalsi, our general counsel and secretary, serves as our Administrator’s president, general counsel, and secretary. We have entered into an investment advisory agreement with our Adviser, as amended from time to time (the “Advisory Agreement”), and an administration agreement with our Administrator (the “Administration Agreement”). A summary of the compensation terms for each of the Advisory Agreement and 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. Each of these fees is described below. Base Management Fee A base management fee is paid quarterly and is calculated as 2.0% per annum ( 0.50% per quarter) of the prior calendar quarter’s total adjusted equity, which is defined as total equity plus total mezzanine equity, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items (“Total Adjusted Equity”). During the three months ended March 31, 2019 , our Adviser granted us a non-contractual, unconditional, and irrevocable waiver of approximately $568,700 , which was applied as a credit against the base management fee for the three months ended March 31, 2019 . Incentive Fee An incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeds a hurdle rate of 1.75% ( 7.0% annualized) of the prior calendar quarter’s Total Adjusted Equity. For purposes of this calculation, Pre-Incentive Fee FFO is defined in the 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 paid on preferred stock securities that are not treated as a liability for GAAP purposes. Our Adviser will receive: (i) no incentive fee in any calendar quarter in which the Pre-Incentive Fee FFO does not exceed the hurdle rate; (ii) 100% of the Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter ( 8.75% annualized); and (iii) 20% of the amount of the Pre-Incentive Fee FFO, if any, that exceeds 2.1875% in any calendar quarter ( 8.75% annualized). Capital Gains Fee A capital gains-based incentive fee will be calculated and payable in arrears at the end of each fiscal year (or upon termination of the 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 In the event of our termination of the Amended Advisory Agreement for any reason, a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination. Administration Agreement Pursuant to the Administration Agreement, we pay for our allocable portion of the Administrator’s expenses incurred while performing services to us, including, but not limited to, rent and the salaries and benefits expenses of our Administrator’s employees, including our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs. As approved by our Board of Directors, our allocable portion of the Administrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements. TRS Lease Assumption On October 17, 2017, Land Advisers entered into an Assignment and Assumption of Agricultural Lease (the “Assigned TRS Lease”) with the previously-existing tenant on a 169 -acre farm located in Ventura County, California. The Assigned TRS Lease, as amended, expired on July 13, 2018. In addition, in connection with the initial operations on the farm, on October 17, 2017, Land Advisers issued a $1.7 million unsecured promissory note to the Company that matured in July 31, 2018, and bore interest at a rate equal to the prime rate plus a spread of 5.0% per annum. All inter-company amounts related to the Assigned TRS Lease and the promissory note were eliminated in consolidation, and, as a result, no rental or interest income from Land Advisers was recorded by us on the Consolidated Statement of Operations during the three months ended March 31, 2018 . Effective August 1, 2018, this farm was leased to a new, unrelated third-party tenant under a 10 -year lease. TRS Fee Arrangements In connection with the assumption of the Assigned TRS Lease, in exchange for services provided by our Adviser to Land Advisers, our Adviser and Land Advisers entered into an Expense Sharing Agreement (the “TRS Expense Sharing Agreement”). In addition, to account for the time our Administrator’s staff spends on activities related to Land Advisers, we adopted a policy wherein a portion of the fee paid by the Company to our Administrator pursuant to the Administration Agreement would be allocated to Land Advisers (the “TRS Administration Fee Allocation”). No such fees were incurred during the three months ended March 31, 2019 . TRS Expense Sharing Agreement Pursuant to the TRS Expense Sharing Agreement, our Adviser was responsible for maintaining the day-to-day operations on the farm leased to Land Advisers from October 17, 2017, through July 31, 2018. In exchange for such services, Land Advisers compensated our Adviser through reimbursement of certain expenses incurred by our Adviser, including Land Advisers’ pro-rata share of our Adviser’s payroll and related benefits (based on the percentage of each employee’s time devoted to matters related to Land Advisers in relation to the time such employees devoted to all affiliated funds, collectively, advised by our Adviser) and general overhead expenses (based on the total general overhead expenses incurred by our Adviser multiplied by the ratio of hours worked by our Adviser’s employees on matters related to Land Advisers to the total hours worked by our Adviser’s employees). Costs incurred by our Adviser, while payable by Land Advisers, were initially accumulated and deferred and then allocated to costs of sales as the related crops were harvested and sold. During the three months ended March 31, 2018 , approximately $66,000 of the total accumulated costs incurred by our Adviser was allocated to the costs of crops sold and is included within Base management fee on the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2018 . TRS Administration Fee Allocation Under to the TRS Administration Fee Allocation, a portion of the fee owed by us to our Administrator under the Administration Agreement was allocated to Land Advisers based on the percentage of each employee’s time devoted to matters related to Land Advisers in relation to the total time such employees devoted to the Company. During the three months ended March 31, 2018 , approximately $12,000 of the administration fee paid by us was allocated to Land Advisers. This allocation is included within Administration fee on the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2018 . Gladstone Securities On April 11, 2017 , we entered into an agreement with Gladstone Securities for it to act as our non-exclusive agent to assist us with arranging financing for our properties (the “Financing Arrangement Agreement”). Gladstone Securities is a privately-held broker-dealer and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Gladstone Securities is an affiliate of ours, as its parent company is owned and controlled by Mr. Gladstone, who also serves on the board of managers of Gladstone Securities. Financing Arrangement Agreement We pay Gladstone Securities a financing fee in connection with the services it provides to us for securing financing on our properties. Depending on the size of the financing obtained, the maximum amount of the financing fee, which is payable upon closing of the respective financing, ranges from 0.5% to 1.0% of the amount of financing obtained. The amount of the financing fee may be reduced or eliminated as determined by us and Gladstone Securities after taking into consideration various factors, including, but not limited to, the involvement of any unrelated third-party brokers and general market conditions. During the three months ended March 31, 2019 , we paid total financing fees to Gladstone Securities of approximately $2,000 . No financing fees were paid to Gladstone Securities during the three months ended March 31, 2018 . Through March 31, 2019 , the total amount of financing fees paid to Gladstone Securities represented approximately 0.12% of the total financings secured since the Financing Arrangement Agreement has been in place. Dealer-Manager Agreement On January 10, 2018 , we entered into a dealer-manager agreement, which was amended and restated on May 31, 2018 (the “Dealer-Manager Agreement”), with Gladstone Securities, whereby Gladstone Securities serves as our exclusive dealer-manager in connection with the primary offering of our Series B Preferred Stock (each as defined in Note 8, “Equity—Series B Preferred Stock”). Pursuant to the Dealer-Manager Agreement, Gladstone Securities provides certain sales, promotional, and marketing services to us in connection with the offering of the Series B Preferred Stock, and we generally will pay Gladstone Securities: (i) selling commissions of up to 7.0% of the gross proceeds from sales of Series B Preferred Stock in the Primary Offering (the “Selling Commissions”), and (ii) a dealer-manager fee of 3.0% of the gross proceeds from sales of Series B Preferred Stock in the Primary Offering (the “Dealer-Manager Fee”). Gladstone Securities may, in its sole discretion, remit all or a portion of the Selling Commissions and may also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offering. The terms of the Dealer-Manager Agreement were approved by our board of directors, including all of its independent directors. During the three months ended March 31, 2019 , we paid total selling commissions and dealer-manager fees to Gladstone Securities in connection with sales of the Series B Preferred Stock of approximately $1.7 million (of which approximately $1.6 million were then remitted by Gladstone Securities to unrelated third-parties involved in the offering, including participating broker-dealers and wholesalers). Such fees are netted against the gross proceeds received from sales of the Series B Preferred Stock and are included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets. No selling commissions or dealer-manager fees were paid to Gladstone Securities during the three months ended March 31, 2018 . Through March 31, 2019 , approximately 93.9% of the total selling commissions and dealer-manager fees paid to Gladstone Securities have been remitted to unrelated third-parties involved in the offering. 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, 2019 2018 Base management fee (1)(2) $ 905 $ 656 (3) Credits from non-contractual, unconditional, and irrevocable waiver granted by Adviser’s board of directors (2) (569 ) — Total fees to our Adviser, net $ 336 $ 656 Administration fee (1)(2) $ 306 $ 274 (4) Selling Commissions and Dealer-Manager Fees (1)(5) $ 1,654 $ — Financing fees (1)(6) 2 — Total fees to Gladstone Securities $ 1,656 $ — (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. (3) Includes the allocation of approximately $66,000 of the total accumulated costs incurred by our Adviser as a result of the crops harvested and sold on the farm operated by Land Advisers during the three months ended March 31, 2018 , as further described above under “TRS Expense Sharing Agreement.” (4) Includes the portion of administration fee that was allocated to Land Advisers (approximately $12,000 ), as further described above under “TRS Administration Fee Allocation.” (5) Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets. Gladstone Securities remitted approximately $1.6 million of these fees to unrelated third-parties involved in the offering (including participating broker-dealers and wholesalers) during the three months ended March 31, 2019 . (6) Included within Notes and bonds payable, net on the Condensed Consolidated Balance Sheets and amortized into Interest expense on the Condensed Consolidated Statements of Operations. Financing fees paid to Gladstone Securities during the three months ended March 31, 2019 represented approximately 0.15% of the total financings secured during the period. Related-Party Fees Due Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2019 , and December 31, 2018 , were as follows (dollars in thousands): March 31, 2019 December 31, 2018 Due from Gladstone Securities (1) $ — $ 20 Base management fee 905 736 Capital gains fee (2) — (150 ) Credits to fees (3) (569 ) (44 ) Other (4) (4 ) 63 Total due to Adviser 332 605 Administration fee 306 340 (5) Total due to Administrator 306 340 Selling Commissions and Dealer-Manager Fees 58 Other (1) (20 ) Due to Gladstone Securities 38 — Total due to related parties (6) $ 676 $ 945 (1) Other amounts due from Gladstone Securities represent costs for certain sales, promotional, or marketing services related to the offering of the Series B Preferred Stock paid for by us on behalf of Gladstone Securities. At March 31, 2019 , such amounts are netted against other amounts owed to Gladstone Securities and included within Due to related parties, net; at December 31, 2018 , such amounts are included within Other assets, net on our accompanying Condensed Consolidated Balance Sheets. (2) The credit to the capital gains fee as of December 31, 2018 , was a result of capital losses recorded in connection with dispositions of certain real estate assets during year ended December 31, 2018 , which resulted in a reduction of the capital gains fee accrued for earlier in fiscal year 2018. (3) The credits received from our Adviser during the three months ended March 31, 2019 , and December 31, 2018 , were granted as non-contractual, unconditional, and irrevocable waivers to be applied as credits against the base management fee. (4) 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. The balance owed to our Adviser as of December 31, 2018 , includes premium payments for certain insurance policies made by our Adviser on our behalf. (5) Includes approximately $9,000 owed by Land Advisers to our Administrator as of December 31, 2018 , in accordance with the TRS Administration Fee Allocation, as discussed above. (6) Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Obligations In connection with a lease amendment we executed on one of our Oregon farms in May 2017, we committed to provide up to $1.8 million of capital for anticipated improvements on the farm, including irrigation upgrades and the planting of new blueberry bushes, which improvements are expected to be completed by December 31, 2020 . As stipulated in the lease amendment, we will begin earning additional rent on the cost of the improvements as the funds are disbursed by us at an initial annual rate of 6.5% , which rate is subject to annual escalations and market resets. As of March 31, 2019 , we have expended or accrued approximately $1.0 million related to this project. In connection with the lease we executed upon our acquisition of our two North Carolina farms in June 2017, we committed to provide up to $300,000 of capital to support additional plantings and infrastructure on the farm, which improvements are expected to be completed by June 30, 2020 . As stipulated in the lease agreement, we will earn additional rent on the total cost of the improvements as disbursements are made by us at a rate commensurate with the annual yield on the farmland (as determined by each year’s minimum cash rent per the lease). As of March 31, 2019 , we have expended or accrued approximately $166,000 related to this project. In connection with the lease we executed upon our acquisition of a 361 -acre farm in California in August 2017, we committed to provide up to $4.0 million of capital to fund the development of additional vineyard acreage on the farm, which development is expected to be completed by March 31, 2020 . As stipulated in the lease agreement, we will earn additional rent on the total cost of the improvements as the funds are disbursed by us at an initial annual rate of 6.0% , which is subject to annual escalations. As of March 31, 2019 , we have expended or accrued approximately $1.6 million related to this project. In connection with a lease amendment we executed on one of our Oregon farms in May 2018, we committed to provide up to approximately $250,000 of capital for certain irrigation improvements on the farm, which are expected to be completed by May 1, 2019 . As a result of this project, the lease amendment provides for additional, fixed rental payments that are subject to annual escalations. As of March 31, 2019 , we have expended or accrued approximately $18,000 related to this project. In connection with the lease we executed upon our acquisition of five farms totaling 5,630 acres in Collier and Hendry Counties, Florida, in July 2018, we committed to provide up to $2.0 million of capital for certain irrigation improvements on the farms throughout the term of the lease, which expires on June 30, 2025 . While no specific plans for such improvements have been developed yet, if and when any capital is deployed by us, as stipulated in the lease agreement, we will earn additional rent on the total cost of the improvements as disbursements are made by us at a rate commensurate with the annual yield on the farmland (as determined by each year’s minimum cash rent per the lease). To date, we have not expended or accrued anything related to this project. Ground Lease Obligations In connection with two farms acquired on June 1, 2017, through a leasehold interest, we assumed two ground lease arrangements under which we are the lessee (with the State of Arizona as the lessor). These two operating ground leases expire in February 2022 and February 2025 , and neither lease contains any extension, renewal, or termination options. Upon our adoption of ASU 2016-02 on January 1, 2019 , we recognized an operating lease right-of-use asset of approximately $218,000 and an operating lease liability of approximately $213,000 as a result of these ground leases. These values were determined by discounting the respective future minimum lease payments using a discount rate equivalent to treasury rates with similar terms plus a spread ranging from 2.47% to 2.53% . As of March 31, 2019 , we had recorded the following as a result of these operating ground leases (dollars in thousands, except for footnotes): Operating lease right-of-use assets (1) $ 208 Operating lease liabilities (2) 167 Weighted-average remaining lease term (years) 5.3 Weighted-average discount rate 4.20 % (1) Operating lease right-of-use assets are shown net of accrued lease payments of approximately $41,000 and are included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet. (2) Included within Other liabilities, net on the accompanying Condensed Consolidated Balance Sheet. As a result of these ground leases, during each of the three months ended March 31, 2019 and 2018, we recorded lease expense (included within Property operating expenses on the accompanying Condensed Consolidated Statement of Operations) of approximately $12,000 . Future lease payments due under the remaining non-cancelable terms of these leases as of March 31, 2019 , and December 31, 2018 , are as follows ( dollars in thousands): Future Lease Payments (1) Period March 31, 2019 December 31, 2018 2019 $ — $ 47 2020 47 47 2021 47 47 2022 30 30 2023 30 30 Thereafter 31 31 Total undiscounted lease payments 185 232 Less: imputed interest (18 ) — Present value of lease payments $ 167 $ 232 (1) Annual lease payments are set at the beginning of each year to then-current market rates (as determined by the State of Arizona). The amounts shown above represent estimated amounts based on the lease rates currently in place. 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. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
EQUITY | EQUITY Amendment to Articles of Incorporation On January 10, 2018 , we filed with the Maryland Department of Assessments and Taxation Articles Supplementary to reclassify and designate 6,500,000 shares of our authorized and unissued shares of capital stock as shares of Series B Preferred Stock (as defined below). The reclassification decreased the number of shares classified as common stock from 98,000,000 to 91,500,000 . Stockholders’ Equity As of March 31, 2019 , there were 6,500,000 shares of Series B Preferred Stock (as defined below), par value $0.001 per share, authorized, with 1,891,709 shares issued and outstanding worth an aggregate liquidation value of approximately $47.3 million ; and 91,500,000 shares of common stock, par value $0.001 per share, authorized, with 18,462,219 shares issued and outstanding. As of December 31, 2018 , there were 6,500,000 shares of Series B Preferred Stock (as defined below), par value $0.001 per share, authorized, with $1,144,393 shares issued and outstanding worth an aggregate liquidation value of approximately $28.6 million ; and 91,500,000 shares of common stock, par value $0.001 per share, authorized, with 17,891,340 shares issued and outstanding. Non-Controlling Interests in Operating Partnership We consolidate our Operating Partnership, which is a majority-owned partnership. As of March 31, 2019 , and December 31, 2018 , we owned 100.0% and approximately 96.9% , respectively, of the outstanding OP Units. On or after 12 months after becoming a holder of OP Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one-for-one basis. The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption. A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof. Information related to OP Units tendered for redemption during the three months ended March 31, 2019 and 2018 is provided in the table below (dollars in thousands, except per-share amounts): Period OP Units Tendered for Redemption Shares of Common Stock Issued OP Units Redeemed with Cash Aggregate Cash Payment Aggregate Cash Paid per OP Unit Three Months Ended March 31, 2019 570,879 570,879 0 $ — $ — Three Months Ended March 31, 2018 37,500 7,700 29,800 400 13.42 Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock. When a non-Company unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased. The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders. As of March 31, 2019 , and December 31, 2018 , there were 0 and 570,879 OP Units held by non-controlling limited partners outstanding, respectively. Registration Statement On March 30, 2017, we filed a universal registration statement on Form S-3 (File No. 333-217042) with the SEC (the “2017 Registration Statement”) to replace our previous registration statement, which expired on April 1, 2017. The 2017 Registration Statement, which was declared effective by the SEC on April 12, 2017, permits us to issue up to an aggregate of $300.0 million in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more of such securities. Through March 31, 2019 , we have issued a total of 5,396,030 shares of common stock (excluding 1,215,565 shares of common stock issued in exchange for certain OP Units that were tendered for redemption) for gross proceeds of approximately $67.5 million , and 1,892,309 shares of Series B Preferred Stock (as defined below) for gross proceeds of approximately $46.6 million under the 2017 Registration Statement. 2018 Equity Issuances Series B Preferred Stock On May 31, 2018 , we filed a prospectus supplement with the SEC for a continuous public offering of up to 6,000,000 shares (the “Primary Offering”) of our newly-designated 6.00% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) at an offering price of $25.00 per share for gross proceeds of up to $150.0 million and expected net proceeds, after deducting dealer-manager fees, selling commissions, and estimated expenses of the offering payable by us, of up to approximately $131.3 million , assuming all shares of the Series B Preferred Stock are sold in the Primary Offering. The Series B Preferred Stock is being offered on a continuous, “reasonable best efforts” basis by Gladstone Securities, the dealer-manager for the Primary Offering. See Note 6, “ Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement ,” for a discussion of the fees and commissions to be paid to Gladstone Securities in connection with the offering of the Series B Preferred Stock. During the three months ended March 31, 2019 , we sold 747,916 shares of the Series B Preferred Stock for gross proceeds of approximately $18.5 million and net proceeds (after deducting selling commissions and dealer-manager fees borne by us) of approximately $16.8 million . In addition, 600 shares of the Series B Preferred Stock were tendered for redemption at a cash redemption price of $22.50 per share. As a result, we paid a total redemption price of approximately $13,000 to redeem and retire these shares. As of March 31, 2019 , excluding selling commissions and dealer-manager fees, we have incurred approximately $861,000 of total costs related to this offering, which are initially recorded as deferred offering costs (included within Other assets, net on the accompanying Condensed Consolidated Balance Sheets) and are applied against the gross proceeds received from the offering through additional paid-in capital as shares of the Series B Preferred Stock are sold. See Note 10, “ Subsequent Events ,” for sales of Series B Preferred Stock completed subsequent to March 31, 2019 . The offering of the Series B Preferred Stock will terminate on the date that is the earlier of either June 1, 2023 (unless terminated earlier or extended by our Board of Directors), or the date on which all 6,000,000 shares offered in the Primary Offering are sold (the “Termination Date”). There is currently no public market for shares of the Series B Preferred Stock; however, we intend to apply to list the Series B Preferred Stock on Nasdaq or another national securities exchange within one calendar year after the offering’s Termination Date, though there can be no assurance that a listing will be achieved in such timeframe, or at all. Common Stock At-the-Market Program On August 7, 2015, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements,” or our “Sales Agreements”) with Cantor Fitzgerald & Co. and Ladenburg Thalmann & Co., Inc. (each a “Sales Agent”), under which we may issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $30.0 million (the “ATM Program”). During the three months ended March 31, 2019 , there were no shares issued under the ATM Program. Through March 31, 2019 , we have issued and sold a total of 1,595,591 shares of our common stock at an average sales price of $12.87 per share for gross proceeds of approximately $20.5 million and net proceeds of approximately $20.2 million . Distributions The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us (except as noted) during the three months ended March 31, 2019 and 2018 are reflected in the table below. For the Three Months Ended March 31, Issuance 2019 2018 Series A Term Preferred Stock (1) $ 0.3984375 $ 0.3984375 Series B Preferred Stock (2) 0.375 — Common Stock (3) 0.13335 0.13275 (1) Treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations. (2) Of the dividends declared on the Series B Preferred Stock by our Board of Directors on January 8, 2019, approximately $236,000 was paid (as scheduled) by us on April 4, 2019. The resulting dividend payable is included within Accounts payable and accrued expenses on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2019 . (3) The same amounts were paid as distributions on each OP Unit held by non-controlling limited partners of the Operating Partnership. |
Loss Per Share of Common Stock
Loss Per Share of Common Stock | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE OF COMMON STOCK | LOSS PER SHARE OF COMMON STOCK The following table sets forth the computation of basic and diluted loss per common share for the three months ended March 31, 2019 and 2018 , computed using the weighted average number of shares outstanding during the respective periods. Net loss 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 loss per share calculation, as there would be no effect on the amounts since the non-controlling limited partners’ share of loss would also be added back to net loss. Three months ended March 31, 2019 2018 (Dollars in thousands, except per-share amounts) Net loss attributable to common stockholders $ (496 ) $ (297 ) Weighted average shares of common shares outstanding – basic and diluted 18,028,826 13,957,732 Loss per common share – basic and diluted $ (0.03 ) $ (0.02 ) The weighted-average number of OP Units held by non-controlling limited partners was 433,393 and 977,272 , for the three months ended March 31, 2019 and 2018, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Acquisition Activity On April 9, 2019 , we acquired a 928 -acre farm in Madera County, California, that grows pistachios for approximately $28.6 million . At closing, we entered into a 10.6 -year, triple-net lease agreement with an unrelated third-party tenant that also includes two , 5 -year extension options. The lease, which consists of a fixed cash rent component plus a variable rent component based on the gross crop revenues earned on the farm, provides for minimum annualized, straight-line rents of approximately $1.7 million . We will account for this acquisition as an asset acquisition in accordance with ASC 360. On April 19, 2019 , we entered into two separate purchase agreements with an unrelated third-party for the purchase of multiple parcels of irrigated farmland located in Fresno County, California. The aggregate purchase price is expected to be approximately $70.0 million and is expected to close in two phases, with the first phase expected to be completed during the three months ending September 30, 2019 , and the second phase to be completed during the three months ending December 31, 2019 . However, the acquisition of this property is subject to customary terms and conditions and termination rights for transactions of this type, including a due diligence inspection period for us, and there can be no assurance that this prospective acquisition will be consummated by a certain time, or at all. Leasing Activity The following table summarizes the leasing activity that occurred on our existing properties subsequent to March 31, 2019 (dollars in thousands): PRIOR LEASE NEW LEASES Farm Number of Leases Total Farm Acres Total Annualized Straight-line Rent (1) # of Leases with Participation Rents Lease Structures (# of NNN / NN) Total (1) Wtd. Avg. Term # of Leases Lease FL 1 56 $ 15 0 0 / 1 $ 63 3.0 0 0 / 1 (1) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. Equity Activity Sales of Series B Preferred Stock Subsequent to March 31, 2019 , through the date of this filing, we have sold 345,031 shares of the Series B Preferred Stock for gross proceeds of approximately $8.5 million and net proceeds of approximately $7.8 million . Total Selling Commissions and Dealer-Manager Fees earned by Gladstone Securities as a result of these sales were approximately $767,000 (of which approximately $725,000 was remitted by Gladstone Securities to unrelated third-parties involved in the offering, such as participating broker-dealers and wholesalers). Distributions On April 9, 2019 , our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock: Issuance Record Date Payment Date Distribution per Share Series A Term Preferred Stock: April 22, 2019 April 30, 2019 $ 0.1328125 May 22, 2019 May 31, 2019 0.1328125 June 19, 2019 June 28, 2019 0.1328125 Total Series A Term Preferred Stock Distributions: $ 0.3984375 Series B Preferred Stock: April 24, 2019 May 3, 2019 $ 0.125 May 22, 2019 May 31, 2019 0.125 June 26, 2019 July 5, 2019 0.125 Total Series B Preferred Stock Distributions: $ 0.375 Common Stock: April 22, 2019 April 30, 2019 $ 0.04450 May 22, 2019 May 31, 2019 0.04450 June 19, 2019 June 28, 2019 0.04450 Total Common Stock Distributions: $ 0.13350 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Interim Financial Information | 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. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) necessary for the fair statement of financial statements for the interim period have been included. 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, 2018 , as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2019 (the “Form 10-K”). The results of operations for the three months ended March 31, 2019 , are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year. |
Use of Estimates | 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. Actual results could materially differ from those estimates. |
Impairment of Real Estate Assets | Impairment of Real Estate Assets We account for the impairment of our tangible and identifiable intangible real estate assets in accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment” (“ASC 360”), which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist. If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property (without interest charges), including proceeds from disposition, and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying value exceeds the estimated fair value of the property. We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment. |
Crop Inventory | Costs incurred by Land Advisers in operating the farm generally consisted of growing costs (including the costs of land preparation, plants, fertilizers and pesticides, and labor costs), harvesting and selling costs (including labor costs for harvesting, packaging and cooling costs, and sales commissions), and certain overhead costs (including management/oversight costs). |
Crop Sales | Revenue from the sale of harvested crops were recognized when the harvested crops had been delivered to the facility and title had transferred and were recorded using the market price on the date of delivery. Accumulated costs were charged to cost of products sold (based on percentage of gross revenue from sales) as the related crops were harvested and sold. |
Income Taxes | Income Taxes We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, we generally are not subject to federal corporate income taxes on amounts that we distribute to our stockholders (except income from any foreclosure property), provided that, on an annual basis, we distribute at least 90% of our REIT taxable income (excluding net capital gains) to our stockholders and meet certain other conditions. As such, in general, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income and taxes on the income generated by a TRS (such as Land Advisers), if any. From October 17, 2017, through July 31, 2018, Land Advisers, which is subject to federal and state income taxes, assumed the operations on one of our farms in California (see Note 6, “ Related-Party Transactions—TRS Lease Assumption ”). There was no taxable income or loss from Land Advisers for the tax year ended December 31, 2018 , nor was there any for the three months ended March 31, 2019 . Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes,” using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases (including for operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled. In addition, we will establish valuation allowances for tax benefits when we believe it is more-likely-than-not (defined as a likelihood of more than 50%) that such assets will not be realized. |
Reclassifications | Reclassifications On the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2019 , operating rental revenue has been reclassified to be displayed in accordance with ASU 2016-02 (as defined below), which was adopted on January 1, 2019, and acquisition-related expenses have been reclassified to be included within general and administrative expenses. |
Recently-Issued Accounting Pronouncements | Recently-Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which was amended in each of March, April, May, and December of 2016. ASU 2014-09, as amended, supersedes or replaces nearly all GAAP revenue recognition guidance and establishes a new, control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time and will expand disclosures about revenue. We adopted ASU 2014-09 on January 1, 2018, using the modified retrospective method, under which the cumulative effect of initially applying the guidance was recognized at the date of initial application. Our adoption of ASU 2014-09 did not have a material impact on our results of operations or financial condition, as the primary impact of this update is related to common area maintenance and other material tenant reimbursements, whereas the majority of our revenue is from rental income pursuant to net-lease agreements, with very little being attributed to tenant recoveries. The impact of ASU 2014-09 did not take effect until the new leasing standard (ASU 2016-02, as defined below) became effective on January 1, 2019. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842): An Amendment of the FASB Accounting Standards Codification” (“ASU 2016-02”), which supersedes the previous leasing standard, ASC 840, “Leases.” The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee, which classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis, respectively, over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months, regardless of the classification. Leases with a term of 12 months or less will be accounted for similarly to operating leases under the previous leasing standard. The new standard requires lessors to account for leases using an approach that is substantially equivalent to that under the previous standard for sales-type leases, direct financing leases, and operating leases. We adopted ASU 2016-02 on January 1, 2019, using the modified retrospective method, under which we recorded the cumulative effect of applying the new guidance as of the adoption date. We also elected the package of practical expedients permitted under the transition guidance (which included that: (i) an entity need not reassess whether any expired or existing contracts are or contain leases, (ii) an entity need not reassess the lease classification for any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases), the land easement practical expedient to carry forward existing accounting treatment on existing land easements, and the lease and non-lease component combined practical expedient. In addition, we elected the short-term lease exception, which allows us to account for leases with a term of 12 months or less similar to existing operating leases. We currently have two operating ground lease arrangements with terms greater than one year for which we are the lessee. See Note 7, “ Commitments and Contingencies—Ground Lease Obligations ,” for further discussion on the impact of our adoption of ASU 2016-02 and the assumptions used in determine the related right-of-use asset and lease liability |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Revenue and Cost of Sales | Revenue from the sale of harvested crops and accumulated costs allocated to the crops sold during the three months ended March 31, 2018 , are shown in the following table (dollars in thousands, except for footnotes): For the Three Months Ended March 31, 2018 Sales revenue (1) $ 2,546 Cost of sales (2)(3)(4) (2,359 ) (1) Included within Other operating revenues on the accompanying Condensed Consolidated Statement of Operations. (2) Included within Other operating expenses on the accompanying Condensed Consolidated Statement of Operations. (3) Excludes rent expense owed to the Company and interest expense owed on a loan from the Company to Land Advisers, both of which expenses were eliminated in consolidation. (4) Excludes the allocation of a fee earned by our Adviser from Land Advisers of approximately $66,000 during the three months ended March 31, 2018 , which is included within Management Fee on the accompanying Condensed Consolidated Statements of Operations (see Note 6, “ Related-Party Transactions—TRS Fee Arrangements—TRS Expense Sharing Agreement ” for further discussion on this fee). |
Real Estate and Intangible As_2
Real Estate and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Real Estate [Abstract] | |
Summary Information of Farms | The following table provides certain summary information about the 86 farms we owned as of March 31, 2019 (dollars in thousands, except for footnotes): Location No. of Farms Total Acres Farm Acres Net Cost Basis (1) Encumbrances (2) California 33 10,147 9,336 $ 249,319 $ 166,109 Florida 22 17,184 12,981 154,297 96,772 Arizona (3) 6 6,280 5,228 55,340 22,008 Colorado 10 31,448 24,513 41,790 25,046 Nebraska 3 3,254 2,701 12,847 8,490 Washington 1 746 417 8,709 5,190 Texas 1 3,667 2,219 8,393 5,280 Oregon 3 418 363 6,003 3,312 Michigan 5 446 291 4,990 2,740 North Carolina 2 310 295 2,313 1,270 86 73,900 58,344 $ 544,001 $ 336,217 (1) Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization. Includes Investments in real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net; plus net above-market lease values and lease incentives included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Condensed Consolidated Balance Sheets. (2) Excludes approximately $2.3 million of debt issuance costs related to mortgage notes and bonds payable, included in Mortgage notes and bonds payable, net on the accompanying Condensed Consolidated Balance Sheet. (3) Includes two farms in which we own a leasehold interest via ground leases with the State of Arizona that expire in February 2022 and February 2025, respectively. In total, these two farms consist of 1,368 total acres and 1,221 farm acres and had an aggregate net cost basis of approximately $2.5 million as of March 31, 2019 (included in Lease intangibles, net on the accompanying Condensed Consolidated Balance Sheet). |
Summary of Components of Investments in Real Estate | The following table sets forth the components of our investments in tangible real estate assets as of March 31, 2019 , and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Real estate: Land and land improvements $ 419,602 $ 417,310 Irrigation and drainage systems 73,864 71,583 Horticulture 49,057 48,894 Farm-related facilities 18,534 18,510 Other site improvements 6,717 6,707 Real estate, at gross cost 567,774 563,004 Accumulated depreciation (26,323 ) (24,051 ) Real estate, net $ 541,451 $ 538,953 |
Carrying Value of Lease Intangibles and Accumulated Amortization for Each Intangible Asset or Liability Class | The following table summarizes the carrying values of certain lease intangible assets and the related accumulated amortization as of March 31, 2019 , and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Lease intangibles: Leasehold interest – land $ 3,498 $ 3,498 In-place leases 2,046 2,046 Leasing costs 1,965 1,963 Tenant relationships 414 414 Lease intangibles, at cost 7,923 7,921 Accumulated amortization (2,559 ) (2,235 ) Lease intangibles, net $ 5,364 $ 5,686 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, 2019 , and December 31, 2018 (dollars in thousands): March 31, 2019 December 31, 2018 Intangible Asset or Liability Deferred Rent Asset (Liability) Accumulated (Amortization) Accretion Deferred Rent Asset (Liability) Accumulated (Amortization) Accretion Above-market lease values and lease incentives (1) $ 216 $ (51 ) $ 126 $ (18 ) Below-market lease values and other deferred revenue (2) (917 ) 240 (917 ) 202 $ (701 ) $ 189 $ (791 ) $ 184 (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 on the accompanying Condensed Consolidated Statements of Operations. (2) Net below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Condensed Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue on the accompanying Condensed Consolidated Statements of Operations. |
Schedule of Asset Acquisitions, by Acquisition | During the three months ended March 31, 2019 , we acquired one new farm, which is summarized in the table below (dollars in thousands): Property Property Acquisition Total No. of Primary Lease Renewal Total Acquisition (1) Annualized (2) New Somerset Road Lincoln, NE 1/22/2019 695 1 Popcorn and edible beans 4.9 years 1 (5 years) $ 2,400 $ 31 $ 126 $ 1,440 695 1 $ 2,400 $ 31 $ 126 $ 1,440 (1) Includes approximately $4,000 of aggregate external legal fees associated with negotiating and originating the lease associated with this acquisition, which costs were expensed in the period incurred. (2) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. During the three months ended March 31, 2018 , we acquired two new farms, which are summarized in the table below (dollars in thousands, except for footnotes): Property Name Property Location Acquisition Date Total Acreage No. of Farms Primary Crop(s) Lease Term Renewal Options Total Purchase Price Acquisition Costs Annualized Straight-line Rent (1) New Long-term Debt Taft Highway (2) Kern, CA 1/31/2018 161 1 Potatoes and Melons N/A N/A $ 2,945 $ 32 $ — $ 1,473 Cemetery Road Van Buren, MI 3/13/2018 176 1 Blueberries 9.6 years None 2,100 39 150 1,260 337 2 $ 5,045 $ 71 $ 150 $ 2,733 (1) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. (2) Farm was purchased with no lease in place at the time of acquisition. |
Recognized Identified Assets Acquired and Liabilities Assumed In Asset Acquisitions | The allocation of the aggregate purchase price for the farms acquired during each of the three months ended March 31, 2019 and 2018 is as follows (dollars in thousands): Acquisition Period Land and Land Improvements Irrigation & Horticulture Farm-related Facilities In-place Leases Leasing Costs Total Purchase Price 2019 Acquisitions $ 2,090 $ 310 $ — $ — $ — $ — $ 2,400 2018 Acquisitions 3,256 582 961 123 76 47 5,045 |
Summary of Leasing Activity | The following table summarizes certain leasing activity that occurred on our existing properties during the three months ended March 31, 2019 (dollars in thousands, except footnotes): PRIOR LEASES (1) NEW LEASES (2) Farm Number of Leases Total Farm Acres Total Annualized Straight-line Rent (3) # of Leases with Participation Rents Lease Structures (# of NNN / NN) (4) Total (3) Wtd. Avg. Term # of Leases Lease (4) AZ, CA, FL, 11 4,375 $ 2,143 1 8 / 4 $ 2,127 3.2 3 8 / 3 (1) Includes a farm that was previously vacant. (2) In connection with certain of these leases, we committed to provide aggregate capital of up to $420,000 for certain improvements on these farms. (3) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. (4) “NNN” refers to leases under triple-net lease arrangements, and “NN” refers to leases under partial-net lease arrangements. For a description of each of these types of lease arrangements, see “ Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Leases—General .” As of March 31, 2019 , we had recorded the following as a result of these operating ground leases (dollars in thousands, except for footnotes): Operating lease right-of-use assets (1) $ 208 Operating lease liabilities (2) 167 Weighted-average remaining lease term (years) 5.3 Weighted-average discount rate 4.20 % (1) Operating lease right-of-use assets are shown net of accrued lease payments of approximately $41,000 and are included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet. (2) Included within Other liabilities, net on the accompanying Condensed Consolidated Balance Sheet. |
Future Lease Payments to be Received | The following table summarizes the future lease payments to be received under non-cancelable leases as of March 31, 2019 , and December 31, 2018 (dollars in thousands): Future Lease Payments (1) Period March 31, 2019 December 31, 2018 2019 $ 20,546 $ 30,290 2020 28,179 26,917 2021 21,131 20,980 2022 20,285 19,775 2023 19,718 19,413 Thereafter 62,793 59,934 $ 172,652 $ 177,309 (1) Excludes variable rent payments, such as potential rent increases that are based on CPI or future contingent rents based on a percentage of the gross revenues earned on the respective farms. |
Summary of Geographic Locations of Properties | The following table summarizes the geographic locations (by state) of our farms owned and with leases in place as of and for the three months ended March 31, 2019 and 2018 (dollars in thousands): As of and For the Three Months Ended March 31, 2019 As of and For the Three Months Ended March 31, 2018 State Number of Farms Total Acres % of Total Acres Lease Revenue % of Total Lease Revenue Number Total % of Lease % of Total California (1) 33 10,147 13.7% $ 3,734 47.7% 29 8,241 13.0% $ 3,030 45.3% Florida 22 17,184 23.2% 2,339 29.9% 16 11,006 17.4% 1,754 26.2% Colorado 10 31,448 42.6% 696 8.9% 10 31,450 49.6% 686 10.3% Arizona 6 6,280 8.5% 539 6.9% 6 6,280 9.9% 532 7.9% Texas 1 3,667 5.0% 131 1.7% — — —% — —% Oregon 3 418 0.6% 128 1.6% 4 2,313 3.7% 307 4.6% Washington 1 746 1.0% 122 1.5% 1 746 1.2% 121 1.8% North Carolina 2 310 0.4% 60 0.8% 2 310 0.5% 49 0.7% Nebraska 3 3,254 4.4% 60 0.8% 2 2,559 4.0% 145 2.2% Michigan 5 446 0.6% 21 0.2% 5 446 0.7% 70 1.0% TOTALS 86 73,900 100.0% $ 7,830 100.0% 75 63,351 100.0% $ 6,694 100.0% (1) |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Instrument [Line Items] | |
Summary of Borrowings | Our borrowings as of March 31, 2019 , and December 31, 2018 , are summarized below (dollars in thousands): Carrying Value as of As of March 31, 2019 March 31, 2019 December 31, 2018 Stated Interest Rates (1) (Range; Wtd Avg) Maturity Dates (Range; Wtd Avg) Notes and bonds payable: Fixed-rate notes payable $ 245,488 $ 247,249 3.16%–5.70%; 3.97% 6/1/2020–12/1/2043; January 2032 Fixed-rate bonds payable 90,629 90,877 2.80%–4.57%; 3.55% 12/11/2019–9/13/2028; November 2022 Total notes and bonds payable 336,117 338,126 Debt issuance costs – notes and bonds payable (2,282 ) (2,338 ) N/A N/A Notes and bonds payable, net $ 333,835 $ 335,788 Variable-rate revolving lines of credit $ 100 $ 100 5.05% 4/5/2024 Total borrowings, net $ 333,935 $ 335,888 (1) Where applicable, stated interest rates are before interest patronage (as described below). |
Schedule of Aggregate Maturities | Scheduled principal payments of our aggregate notes and bonds payable as of March 31, 2019 , for the succeeding years are as follows (dollars in thousands): Period Scheduled Principal Payments For the remaining nine months ending December 31: 2019 $ 8,953 For the fiscal years ending December 31: 2020 28,181 2021 16,205 2022 38,645 2023 32,420 2024 23,508 Thereafter 188,205 $ 336,117 |
MetLife Facility | |
Debt Instrument [Line Items] | |
Summary of Borrowings | The following table summarizes the pertinent terms of the MetLife Facility as of March 31, 2019 (dollars in thousands, except for footnotes): Issuance Aggregate Commitment Maturity Dates Principal Outstanding Interest Rate Terms Undrawn Commitment MetLife Term Notes $ 200,000 (1) 1/5/2029 $ 124,283 3.30%, fixed through 1/4/2027 (2) $ 64,374 (3) MetLife Lines of Credit 75,000 4/5/2024 100 3-month LIBOR + 2.25% (4) 74,900 (3) Total principal outstanding $ 124,383 (1) If the aggregate commitment under this facility is not fully utilized by December 31, 2019 , MetLife has the option to be relieved of its obligation to disburse the additional funds under the MetLife Term Notes. (2) Represents the blended interest rate as of March 31, 2019 . Interest rates for subsequent disbursements will be based on then-prevailing market rates. The interest rate on all then-outstanding disbursements will be subject to adjustment on January 5, 2027 . Through December 31, 2019 , the MetLife Term Notes are also subject to an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under the MetLife Term Notes). (3) Based on the properties that were pledged as collateral under the MetLife Facility, as of March 31, 2019 , the maximum additional amount we could draw under the facility was approximately $20.4 million . (4) The interest rate on the MetLife Lines of Credit is subject to a minimum annualized rate of 2.50% , plus an unused fee ranging from 0.10% to 0.20% on undrawn amounts (based on the balance drawn under each line of credit). The interest rate spread will be subject to adjustment on October 5, 2019 . As of March 31, 2019 , the interest rate on the MetLife Lines of Credit was 5.05% . |
Farm Credit Notes Payable | |
Debt Instrument [Line Items] | |
Schedule of Borrowings by Type | During the three months ended March 31, 2019 , we entered into the following loan agreement with Farm Credit (dollars in thousands): Issuer Date of Issuance Amount Maturity Date Principal Amortization Interest Rate Terms (1) Premier Farm Credit, FLCA 2/7/2019 $ 1,440 11/1/2043 25.0 years 5.45%, fixed through October 31, 2023 (variable thereafter) (1) Stated rate is before interest patronage, as described below. |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Management Fees, Incentive Fees and Associated Credits and Administration Fees | The following table summarizes related-party fees paid or accrued for and reflected in our accompanying condensed consolidated financial statements (dollars in thousands): For the Three Months Ended March 31, 2019 2018 Base management fee (1)(2) $ 905 $ 656 (3) Credits from non-contractual, unconditional, and irrevocable waiver granted by Adviser’s board of directors (2) (569 ) — Total fees to our Adviser, net $ 336 $ 656 Administration fee (1)(2) $ 306 $ 274 (4) Selling Commissions and Dealer-Manager Fees (1)(5) $ 1,654 $ — Financing fees (1)(6) 2 — Total fees to Gladstone Securities $ 1,656 $ — (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. (3) Includes the allocation of approximately $66,000 of the total accumulated costs incurred by our Adviser as a result of the crops harvested and sold on the farm operated by Land Advisers during the three months ended March 31, 2018 , as further described above under “TRS Expense Sharing Agreement.” (4) Includes the portion of administration fee that was allocated to Land Advisers (approximately $12,000 ), as further described above under “TRS Administration Fee Allocation.” (5) Included within Additional paid-in capital on the accompanying Condensed Consolidated Balance Sheets. Gladstone Securities remitted approximately $1.6 million of these fees to unrelated third-parties involved in the offering (including participating broker-dealers and wholesalers) during the three months ended March 31, 2019 . (6) Included within Notes and bonds payable, net on the Condensed Consolidated Balance Sheets and amortized into Interest expense on the Condensed Consolidated Statements of Operations. Financing fees paid to Gladstone Securities during the three months ended March 31, 2019 represented approximately 0.15% of the total financings secured during the period. |
Details of Amounts Due to Related Parties on Our Accompanying Condensed Consolidated Balance Sheets | Amounts due to related parties on our accompanying Condensed Consolidated Balance Sheets as of March 31, 2019 , and December 31, 2018 , were as follows (dollars in thousands): March 31, 2019 December 31, 2018 Due from Gladstone Securities (1) $ — $ 20 Base management fee 905 736 Capital gains fee (2) — (150 ) Credits to fees (3) (569 ) (44 ) Other (4) (4 ) 63 Total due to Adviser 332 605 Administration fee 306 340 (5) Total due to Administrator 306 340 Selling Commissions and Dealer-Manager Fees 58 Other (1) (20 ) Due to Gladstone Securities 38 — Total due to related parties (6) $ 676 $ 945 (1) Other amounts due from Gladstone Securities represent costs for certain sales, promotional, or marketing services related to the offering of the Series B Preferred Stock paid for by us on behalf of Gladstone Securities. At March 31, 2019 , such amounts are netted against other amounts owed to Gladstone Securities and included within Due to related parties, net; at December 31, 2018 , such amounts are included within Other assets, net on our accompanying Condensed Consolidated Balance Sheets. (2) The credit to the capital gains fee as of December 31, 2018 , was a result of capital losses recorded in connection with dispositions of certain real estate assets during year ended December 31, 2018 , which resulted in a reduction of the capital gains fee accrued for earlier in fiscal year 2018. (3) The credits received from our Adviser during the three months ended March 31, 2019 , and December 31, 2018 , were granted as non-contractual, unconditional, and irrevocable waivers to be applied as credits against the base management fee. (4) 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. The balance owed to our Adviser as of December 31, 2018 , includes premium payments for certain insurance policies made by our Adviser on our behalf. (5) Includes approximately $9,000 owed by Land Advisers to our Administrator as of December 31, 2018 , in accordance with the TRS Administration Fee Allocation, as discussed above. (6) Reflected as a line item on our accompanying Condensed Consolidated Balance Sheets. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Ground Leases | The following table summarizes certain leasing activity that occurred on our existing properties during the three months ended March 31, 2019 (dollars in thousands, except footnotes): PRIOR LEASES (1) NEW LEASES (2) Farm Number of Leases Total Farm Acres Total Annualized Straight-line Rent (3) # of Leases with Participation Rents Lease Structures (# of NNN / NN) (4) Total (3) Wtd. Avg. Term # of Leases Lease (4) AZ, CA, FL, 11 4,375 $ 2,143 1 8 / 4 $ 2,127 3.2 3 8 / 3 (1) Includes a farm that was previously vacant. (2) In connection with certain of these leases, we committed to provide aggregate capital of up to $420,000 for certain improvements on these farms. (3) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. (4) “NNN” refers to leases under triple-net lease arrangements, and “NN” refers to leases under partial-net lease arrangements. For a description of each of these types of lease arrangements, see “ Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Leases—General .” As of March 31, 2019 , we had recorded the following as a result of these operating ground leases (dollars in thousands, except for footnotes): Operating lease right-of-use assets (1) $ 208 Operating lease liabilities (2) 167 Weighted-average remaining lease term (years) 5.3 Weighted-average discount rate 4.20 % (1) Operating lease right-of-use assets are shown net of accrued lease payments of approximately $41,000 and are included within Other assets, net on the accompanying Condensed Consolidated Balance Sheet. (2) Included within Other liabilities, net on the accompanying Condensed Consolidated Balance Sheet. |
Schedule of Future Lease Payments | Future lease payments due under the remaining non-cancelable terms of these leases as of March 31, 2019 , and December 31, 2018 , are as follows ( dollars in thousands): Future Lease Payments (1) Period March 31, 2019 December 31, 2018 2019 $ — $ 47 2020 47 47 2021 47 47 2022 30 30 2023 30 30 Thereafter 31 31 Total undiscounted lease payments 185 232 Less: imputed interest (18 ) — Present value of lease payments $ 167 $ 232 (1) Annual lease payments are set at the beginning of each year to then-current market rates (as determined by the State of Arizona). The amounts shown above represent estimated amounts based on the lease rates currently in place. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of OP Units Tendered for Redemption | Information related to OP Units tendered for redemption during the three months ended March 31, 2019 and 2018 is provided in the table below (dollars in thousands, except per-share amounts): Period OP Units Tendered for Redemption Shares of Common Stock Issued OP Units Redeemed with Cash Aggregate Cash Payment Aggregate Cash Paid per OP Unit Three Months Ended March 31, 2019 570,879 570,879 0 $ — $ — Three Months Ended March 31, 2018 37,500 7,700 29,800 400 13.42 |
Monthly Distributions Declared and Paid by Company's Board of Directors | The per-share distributions to preferred and common stockholders declared by our Board of Directors and paid by us (except as noted) during the three months ended March 31, 2019 and 2018 are reflected in the table below. For the Three Months Ended March 31, Issuance 2019 2018 Series A Term Preferred Stock (1) $ 0.3984375 $ 0.3984375 Series B Preferred Stock (2) 0.375 — Common Stock (3) 0.13335 0.13275 (1) Treated similar to interest expense on the accompanying Condensed Consolidated Statements of Operations. (2) Of the dividends declared on the Series B Preferred Stock by our Board of Directors on January 8, 2019, approximately $236,000 was paid (as scheduled) by us on April 4, 2019. The resulting dividend payable is included within Accounts payable and accrued expenses on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2019 . (3) The same amounts were paid as distributions on each OP Unit held by non-controlling limited partners of the Operating Partnership. |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The following table sets forth the computation of basic and diluted loss per common share for the three months ended March 31, 2019 and 2018 , computed using the weighted average number of shares outstanding during the respective periods. Net loss 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 loss per share calculation, as there would be no effect on the amounts since the non-controlling limited partners’ share of loss would also be added back to net loss. Three months ended March 31, 2019 2018 (Dollars in thousands, except per-share amounts) Net loss attributable to common stockholders $ (496 ) $ (297 ) Weighted average shares of common shares outstanding – basic and diluted 18,028,826 13,957,732 Loss per common share – basic and diluted $ (0.03 ) $ (0.02 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Operating Leases of Lessor, Leasing Activity | The following table summarizes the leasing activity that occurred on our existing properties subsequent to March 31, 2019 (dollars in thousands): PRIOR LEASE NEW LEASES Farm Number of Leases Total Farm Acres Total Annualized Straight-line Rent (1) # of Leases with Participation Rents Lease Structures (# of NNN / NN) Total (1) Wtd. Avg. Term # of Leases Lease FL 1 56 $ 15 0 0 / 1 $ 63 3.0 0 0 / 1 (1) Annualized straight-line rent is based on the minimum cash rental payments guaranteed under the lease, as required under GAAP, and excludes contingent rental payments, such as participation rents. |
Monthly Distributions Declared by Company's Board of Directors | On April 9, 2019 , our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock: Issuance Record Date Payment Date Distribution per Share Series A Term Preferred Stock: April 22, 2019 April 30, 2019 $ 0.1328125 May 22, 2019 May 31, 2019 0.1328125 June 19, 2019 June 28, 2019 0.1328125 Total Series A Term Preferred Stock Distributions: $ 0.3984375 Series B Preferred Stock: April 24, 2019 May 3, 2019 $ 0.125 May 22, 2019 May 31, 2019 0.125 June 26, 2019 July 5, 2019 0.125 Total Series B Preferred Stock Distributions: $ 0.375 Common Stock: April 22, 2019 April 30, 2019 $ 0.04450 May 22, 2019 May 31, 2019 0.04450 June 19, 2019 June 28, 2019 0.04450 Total Common Stock Distributions: $ 0.13350 |
Business - Additional Informati
Business - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019 | |
Maryland | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Company re-incorporated date | Mar. 24, 2011 |
Land Advisers | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Company's ownership percent (as percent) | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Crop Sales and Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Sales revenues | $ 0 | $ 2,551,000 |
Base management fee | 905,000 | 656,000 |
Taxable REIT Subsidiary | ||
Related Party Transaction [Line Items] | ||
Base management fee | 66,000 | |
Land Advisers | Taxable REIT Subsidiary | ||
Related Party Transaction [Line Items] | ||
Base management fee | $ 66,000 | |
Harvested Crops | ||
Related Party Transaction [Line Items] | ||
Sales revenues | 2,546,000 | |
Cost of sales | $ (2,359,000) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | Mar. 31, 2019alease | Jul. 31, 2018a | Mar. 31, 2018a | Oct. 17, 2017a |
Property, Plant and Equipment [Line Items] | ||||
Area of real estate property (in acres) | 73,900 | 63,351 | ||
Number of operating ground lease arrangements | lease | 2 | |||
Ventura County California | ||||
Property, Plant and Equipment [Line Items] | ||||
Area of real estate property (in acres) | 169 | 169 |
Real Estate and Intangible As_3
Real Estate and Intangible Assets - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)tenantfarm | Mar. 31, 2018USD ($)farm | Dec. 31, 2018USD ($)farm | |
Real Estate Properties [Line Items] | |||
Number of farms | farm | 86 | 75 | |
Depreciation expense | $ 2,300 | $ 1,900 | |
Tenant improvements, net of depreciation | 2,300 | $ 2,400 | |
Tenant improvements, depreciation and rental revenue | 74 | 76 | |
Lease Revenue | 7,830 | ||
Amortization expense related to intangible assets | 324 | 293 | |
Amortization of acquired above market lease values and deferred revenue | 33 | 2 | |
Total accretion related to below-market lease values and deferred revenue | $ 38 | $ 17 | |
Number of tenants | tenant | 64 | ||
Percent of rental revenue (as percent) | 100.00% | 100.00% | |
Tenant A | |||
Real Estate Properties [Line Items] | |||
Number of farms | farm | 5 | ||
Lease Revenue | $ 1,100 | ||
Percent of rental revenue (as percent) | 14.10% | ||
California | |||
Real Estate Properties [Line Items] | |||
Number of farms | farm | 33 | 29 | |
Lease Revenue | $ 3,734 | ||
Percent of rental revenue (as percent) | 47.70% | 45.30% | |
Florida | |||
Real Estate Properties [Line Items] | |||
Number of farms | farm | 22 | 16 | |
Lease Revenue | $ 2,339 | ||
Percent of rental revenue (as percent) | 29.90% | 26.20% |
Real Estate and Intangible As_4
Real Estate and Intangible Assets - Summary Information of Farms (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)afarm | Mar. 31, 2018afarm | Dec. 31, 2018USD ($)afarm | |
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 86 | 75 | |
Total Acres | a | 73,900 | 63,351 | |
Farm Acres | a | 58,344 | ||
Net Cost Basis | $ | $ 544,001 | ||
Encumbrances | $ | $ 336,217 | ||
California | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 33 | 29 | |
Total Acres | a | 10,147 | 8,241 | |
Farm Acres | a | 9,336 | ||
Net Cost Basis | $ | $ 249,319 | ||
Encumbrances | $ | $ 166,109 | ||
Florida | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 22 | 16 | |
Total Acres | a | 17,184 | 11,006 | |
Farm Acres | a | 12,981 | ||
Net Cost Basis | $ | $ 154,297 | ||
Encumbrances | $ | $ 96,772 | ||
Arizona | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 6 | 6 | |
Total Acres | a | 6,280 | 6,280 | |
Farm Acres | a | 5,228 | ||
Net Cost Basis | $ | $ 55,340 | ||
Encumbrances | $ | $ 22,008 | ||
Colorado | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 10 | 10 | |
Total Acres | a | 31,448 | 31,450 | |
Farm Acres | a | 24,513 | ||
Net Cost Basis | $ | $ 41,790 | ||
Encumbrances | $ | $ 25,046 | ||
Nebraska | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 3 | 2 | |
Total Acres | a | 3,254 | 2,559 | |
Farm Acres | a | 2,701 | ||
Net Cost Basis | $ | $ 12,847 | ||
Encumbrances | $ | $ 8,490 | ||
Washington | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | 1 | |
Total Acres | a | 746 | 746 | |
Farm Acres | a | 417 | ||
Net Cost Basis | $ | $ 8,709 | ||
Encumbrances | $ | $ 5,190 | ||
Texas | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | 0 | |
Total Acres | a | 3,667 | 0 | |
Farm Acres | a | 2,219 | ||
Net Cost Basis | $ | $ 8,393 | ||
Encumbrances | $ | $ 5,280 | ||
Oregon | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 3 | 4 | |
Total Acres | a | 418 | 2,313 | |
Farm Acres | a | 363 | ||
Net Cost Basis | $ | $ 6,003 | ||
Encumbrances | $ | $ 3,312 | ||
Michigan | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 5 | 5 | |
Total Acres | a | 446 | 446 | |
Farm Acres | a | 291 | ||
Net Cost Basis | $ | $ 4,990 | ||
Encumbrances | $ | $ 2,740 | ||
North Carolina | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 2 | 2 | |
Total Acres | a | 310 | 310 | |
Farm Acres | a | 295 | ||
Net Cost Basis | $ | $ 2,313 | ||
Encumbrances | $ | $ 1,270 | ||
State of Arizona | Arizona | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 2 | ||
Total Acres | a | 1,368 | ||
Farm Acres | a | 1,221 | ||
Net Cost Basis | $ | $ 2,500 | ||
Mortgage notes and bonds payable | |||
Real Estate Properties [Line Items] | |||
Debt issuance costs – notes and bonds payable | $ | $ 2,282 | $ 2,338 |
Real Estate and Intangible As_5
Real Estate and Intangible Assets - Summary of Components of Investments in Real Estate (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Real estate: | ||
Land and land improvements | $ 419,602 | $ 417,310 |
Irrigation and drainage systems | 73,864 | 71,583 |
Horticulture | 49,057 | 48,894 |
Farm-related facilities | 18,534 | 18,510 |
Other site improvements | 6,717 | 6,707 |
Real estate, at gross cost | 567,774 | 563,004 |
Accumulated depreciation | (26,323) | (24,051) |
Real estate, net | $ 541,451 | $ 538,953 |
Real Estate and Intangible As_6
Real Estate and Intangible Assets - Carrying Value of Lease Intangibles and Accumulated Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Lease intangibles, net | $ 5,364 | $ 5,686 |
Lease intangibles, at cost | ||
Finite-Lived Intangible Assets [Line Items] | ||
Lease intangibles, at cost | 7,923 | 7,921 |
Accumulated amortization | (2,559) | (2,235) |
Lease intangibles, net | 5,364 | 5,686 |
Leasehold interest – land | ||
Finite-Lived Intangible Assets [Line Items] | ||
Lease intangibles, at cost | 3,498 | 3,498 |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Lease intangibles, at cost | 2,046 | 2,046 |
Leasing costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Lease intangibles, at cost | 1,965 | 1,963 |
Tenant relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Lease intangibles, at cost | 414 | 414 |
Below-Market Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets (liability) gross | (701) | (791) |
Finite-lived intangible asset, accumulated (amortization) accretion | (189) | (184) |
Above-market lease values and lease incentives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Lease intangibles, at cost | 216 | 126 |
Accumulated amortization | (51) | (18) |
Below-market lease values and deferred revenue | ||
Finite-Lived Intangible Assets [Line Items] | ||
Below-market lease values, gross | (917) | (917) |
Below-market lease values, accumulated (amortization) accretion | $ 240 | $ 202 |
Real Estate and Intangible As_7
Real Estate and Intangible Assets - Schedule of Acquisitions (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)aoptionfarm | Mar. 31, 2018USD ($)afarm | Dec. 31, 2018USD ($)afarm | |
Real Estate Properties [Line Items] | |||
Total Acres | a | 73,900 | 63,351 | |
No. of Farms | farm | 86 | 75 | |
New Long-term Debt | $ 336,217 | ||
Lincoln, NE | Somerset Road | |||
Real Estate Properties [Line Items] | |||
Number of Renewal Options | option | 1 | ||
Term of Renewal | 5 years | ||
2019 New Real Estate Activity | |||
Real Estate Properties [Line Items] | |||
Total Acres | a | 695 | ||
No. of Farms | farm | 1 | ||
Total Purchase Price | $ 2,400 | ||
Acquisition Costs | 31 | ||
Annualized Straight-line Rent | 126 | ||
New Long-term Debt | 1,440 | ||
Revenue of acquiree since acquisition date | 24 | ||
Net income (loss) of acquiree since acquisition date | $ 2 | ||
2019 New Real Estate Activity | Lincoln, NE | Somerset Road | |||
Real Estate Properties [Line Items] | |||
Total Acres | a | 695 | ||
No. of Farms | farm | 1 | ||
Lease Term | 4 years 11 months 9 days | ||
Total Purchase Price | $ 2,400 | ||
Acquisition Costs | 31 | ||
Annualized Straight-line Rent | 126 | ||
New Long-term Debt | 1,440 | ||
External legal fees expensed | $ 4 | ||
2018 New Real Estate Activity | |||
Real Estate Properties [Line Items] | |||
Total Acres | a | 337 | ||
No. of Farms | farm | 2 | ||
Total Purchase Price | $ 5,045 | ||
Acquisition Costs | 71 | ||
Annualized Straight Line Rent | 150 | ||
New Long-term Debt | $ 2,733 | ||
Revenue of acquiree since acquisition date | $ 8 | ||
Net income (loss) of acquiree since acquisition date | $ (5) | ||
2018 New Real Estate Activity | Kern, CA | Taft Highway | |||
Real Estate Properties [Line Items] | |||
Total Acres | a | 161 | ||
No. of Farms | farm | 1 | ||
Total Purchase Price | $ 2,945 | ||
Acquisition Costs | 32 | ||
Annualized Straight Line Rent | 0 | ||
New Long-term Debt | $ 1,473 | ||
2018 New Real Estate Activity | Van Buren, MI | Cemetery Road | |||
Real Estate Properties [Line Items] | |||
Total Acres | a | 176 | ||
No. of Farms | farm | 1 | ||
Total Purchase Price | $ 2,100 | ||
Acquisition Costs | 39 | ||
Annualized Straight Line Rent | 150 | ||
New Long-term Debt | $ 1,260 | ||
Weighted average | 2018 New Real Estate Activity | Van Buren, MI | Cemetery Road | |||
Real Estate Properties [Line Items] | |||
Lease Term | 9 years 7 months 6 days |
Real Estate and Intangible As_8
Real Estate and Intangible Assets - Purchase Price Allocations (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
2019 Acquisitions | ||
Business Acquisition [Line Items] | ||
Purchase Price | $ 2,400 | |
2019 Acquisitions | Irrigation & Drainage Systems | ||
Business Acquisition [Line Items] | ||
Purchase Price | 310 | |
2019 Acquisitions | Horticulture | ||
Business Acquisition [Line Items] | ||
Purchase Price | 0 | |
2019 Acquisitions | In-place Leases | ||
Business Acquisition [Line Items] | ||
Purchase Price | 0 | |
2019 Acquisitions | Leasing Costs | ||
Business Acquisition [Line Items] | ||
Purchase Price | 0 | |
2019 Acquisitions | Land and Land Improvements | ||
Business Acquisition [Line Items] | ||
Purchase Price | 2,090 | |
2019 Acquisitions | Farm-related Facilities | ||
Business Acquisition [Line Items] | ||
Purchase Price | $ 0 | |
2018 Acquisitions | ||
Business Acquisition [Line Items] | ||
Purchase Price | $ 5,045 | |
2018 Acquisitions | Irrigation & Drainage Systems | ||
Business Acquisition [Line Items] | ||
Purchase Price | 582 | |
2018 Acquisitions | Horticulture | ||
Business Acquisition [Line Items] | ||
Purchase Price | 961 | |
2018 Acquisitions | In-place Leases | ||
Business Acquisition [Line Items] | ||
Purchase Price | 76 | |
2018 Acquisitions | Leasing Costs | ||
Business Acquisition [Line Items] | ||
Purchase Price | 47 | |
2018 Acquisitions | Land and Land Improvements | ||
Business Acquisition [Line Items] | ||
Purchase Price | 3,256 | |
2018 Acquisitions | Farm-related Facilities | ||
Business Acquisition [Line Items] | ||
Purchase Price | $ 123 |
Real Estate and Intangible As_9
Real Estate and Intangible Assets - Significant Existing Real Estate Activity (Details) | Jun. 01, 2017lease | Mar. 31, 2019USD ($)alease | Dec. 31, 2018USD ($)apivot | Mar. 31, 2018a |
Real Estate Properties [Line Items] | ||||
Number of Leases | 2 | |||
Total Acres | a | 73,900 | 63,351 | ||
Capital Commitment | ||||
Real Estate Properties [Line Items] | ||||
Commitment to provide capital | $ | $ 420,000,000 | |||
Colorado | ||||
Real Estate Properties [Line Items] | ||||
Total Acres | a | 31,448 | 31,450 | ||
Number of irrigation pivots | pivot | 23 | |||
Expended or accrued for capital improvements | $ | $ 1,400,000 | |||
Additional annualized straight-line rental income | $ | $ 117,000 | |||
Arizona, California, Florida, Michigan and Nebraska | ||||
Real Estate Properties [Line Items] | ||||
Number of Leases | 11 | |||
Total Acres | a | 4,375 | |||
Prior Leases | Arizona, California, Florida, Michigan and Nebraska | ||||
Real Estate Properties [Line Items] | ||||
Total annualized straight-line rent | $ | $ 2,143,000,000 | |||
Number of Leases with Participation Rents | 1 | |||
Lease Structures - Number of NNN Leases | 8 | |||
Lease Structures - Number of NN Leases | 4 | |||
New Leases | Arizona, California, Florida, Michigan and Nebraska | ||||
Real Estate Properties [Line Items] | ||||
Total annualized straight-line rent | $ | $ 2,127,000,000 | |||
Number of Leases with Participation Rents | 3 | |||
Lease Term | 3 years 2 months 12 days | |||
Lease Structures - Number of NNN Leases | 8 | |||
Lease Structures - Number of NN Leases | 3 |
Real Estate and Intangible A_10
Real Estate and Intangible Assets - Future Operating Lease Payments from Tenants under Non-Cancelable Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Future Lease Payments | ||
2019 | $ 20,546 | |
2020 | 28,179 | |
2021 | 21,131 | |
2022 | 20,285 | |
2023 | 19,718 | |
Thereafter | 62,793 | |
Total lease payments to be received | $ 172,652 | |
Future Lease Payments Receivable (Under Topic 840) | ||
2019 | $ 30,290 | |
2020 | 26,917 | |
2021 | 20,980 | |
2022 | 19,775 | |
2023 | 19,413 | |
Thereafter | 59,934 | |
Total lease payments to be received | $ 177,309 |
Real Estate and Intangible A_11
Real Estate and Intangible Assets - Summary of Geographic Locations of Properties (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)aregionfarm | Mar. 31, 2018USD ($)afarm | Dec. 31, 2018USD ($)afarm | |
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 86 | 75 | |
Total Acres | a | 73,900 | 63,351 | |
% of Total Acres | 100.00% | 100.00% | |
Lease Revenue | $ 7,830 | ||
Lease Revenue (Under Topic 840) | $ 6,694 | ||
% of Total Lease Revenue | 100.00% | 100.00% | |
California | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 33 | 29 | |
Total Acres | a | 10,147 | 8,241 | |
% of Total Acres | 13.70% | 13.00% | |
Lease Revenue | $ 3,734 | ||
Lease Revenue (Under Topic 840) | $ 3,030 | ||
% of Total Lease Revenue | 47.70% | 45.30% | |
Number of regions farms are located | region | 4 | ||
Florida | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 22 | 16 | |
Total Acres | a | 17,184 | 11,006 | |
% of Total Acres | 23.20% | 17.40% | |
Lease Revenue | $ 2,339 | ||
Lease Revenue (Under Topic 840) | $ 1,754 | ||
% of Total Lease Revenue | 29.90% | 26.20% | |
Colorado | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 10 | 10 | |
Total Acres | a | 31,448 | 31,450 | |
% of Total Acres | 42.60% | 49.60% | |
Lease Revenue | $ 696 | ||
Lease Revenue (Under Topic 840) | $ 686 | ||
% of Total Lease Revenue | 8.90% | 10.30% | |
Arizona | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 6 | 6 | |
Total Acres | a | 6,280 | 6,280 | |
% of Total Acres | 8.50% | 9.90% | |
Lease Revenue | $ 539 | ||
Lease Revenue (Under Topic 840) | $ 532 | ||
% of Total Lease Revenue | 6.90% | 7.90% | |
Texas | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | 0 | |
Total Acres | a | 3,667 | 0 | |
% of Total Acres | 5.00% | 0.00% | |
Lease Revenue | $ 131 | ||
Lease Revenue (Under Topic 840) | $ 0 | ||
% of Total Lease Revenue | 1.70% | 0.00% | |
Oregon | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 3 | 4 | |
Total Acres | a | 418 | 2,313 | |
% of Total Acres | 0.60% | 3.70% | |
Lease Revenue | $ 128 | ||
Lease Revenue (Under Topic 840) | $ 307 | ||
% of Total Lease Revenue | 1.60% | 4.60% | |
Washington | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 1 | 1 | |
Total Acres | a | 746 | 746 | |
% of Total Acres | 1.00% | 1.20% | |
Lease Revenue | $ 122 | ||
Lease Revenue (Under Topic 840) | $ 121 | ||
% of Total Lease Revenue | 1.50% | 1.80% | |
North Carolina | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 2 | 2 | |
Total Acres | a | 310 | 310 | |
% of Total Acres | 0.40% | 0.50% | |
Lease Revenue | $ 60 | ||
Lease Revenue (Under Topic 840) | $ 49 | ||
% of Total Lease Revenue | 0.80% | 0.70% | |
Nebraska | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 3 | 2 | |
Total Acres | a | 3,254 | 2,559 | |
% of Total Acres | 4.40% | 4.00% | |
Lease Revenue | $ 60 | ||
Lease Revenue (Under Topic 840) | $ 145 | ||
% of Total Lease Revenue | 0.80% | 2.20% | |
Michigan | |||
Real Estate Properties [Line Items] | |||
No. of Farms | farm | 5 | 5 | |
Total Acres | a | 446 | 446 | |
% of Total Acres | 0.60% | 0.70% | |
Lease Revenue | $ 21 | ||
Lease Revenue (Under Topic 840) | $ 70 | ||
% of Total Lease Revenue | 0.20% | 1.00% |
Borrowings - Summary of Borrowi
Borrowings - Summary of Borrowings (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Long-term debt | $ 333,935,000 | $ 335,888,000 |
MetLife Facility | ||
Debt Instrument [Line Items] | ||
Face amount of debt | 200,000,000 | |
Additional available amount | $ 20,400,000 | |
Minimum annualized rate | 2.50% | |
MetLife Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Commitment fee percentage | 0.10% | |
Unused capacity, commitment fee percentage | 0.10% | |
MetLife Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee percentage | 0.20% | |
Unused capacity, commitment fee percentage | 0.20% | |
Mortgage notes and bonds payable | ||
Debt Instrument [Line Items] | ||
Notes and bonds payable | $ 336,117,000 | 338,126,000 |
Debt issuance costs – notes and bonds payable | 2,282,000 | 2,338,000 |
Long-term debt | 333,835,000 | 335,788,000 |
New MetLife Facility | ||
Debt Instrument [Line Items] | ||
Notes and bonds payable | 124,383,000 | |
Notes payable to bank | MetLife Facility | ||
Debt Instrument [Line Items] | ||
Notes and bonds payable | 124,283,000 | |
Face amount of debt | 200,000,000 | |
Undrawn commitment | 64,374,000 | |
Notes payable to bank | Fixed-rate notes payable | ||
Debt Instrument [Line Items] | ||
Notes and bonds payable | $ 245,488,000 | 247,249,000 |
Notes payable to bank | Fixed-rate notes payable | Minimum | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as percent) | 3.16% | |
Notes payable to bank | Fixed-rate notes payable | Maximum | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as percent) | 5.70% | |
Notes payable to bank | Fixed-rate notes payable | Weighted average | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as percent) | 3.97% | |
Notes payable to bank | New MetLife Facility | ||
Debt Instrument [Line Items] | ||
Stated interest rate, weighted average (as percent) | 3.30% | |
Bonds payable | Fixed-rate bonds payable | ||
Debt Instrument [Line Items] | ||
Notes and bonds payable | $ 90,629,000 | 90,877,000 |
Bonds payable | Fixed-rate bonds payable | Minimum | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as percent) | 2.80% | |
Bonds payable | Fixed-rate bonds payable | Maximum | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as percent) | 4.57% | |
Bonds payable | Fixed-rate bonds payable | Weighted average | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as percent) | 3.55% | |
Line of credit | MetLife Facility | ||
Debt Instrument [Line Items] | ||
Notes and bonds payable | $ 100,000 | |
Face amount of debt | 75,000,000 | |
Undrawn commitment | $ 74,900,000 | |
Interest rate, effective percentage | 5.05% | |
Line of credit | Variable-rate revolving lines of credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 100,000 | $ 100,000 |
Stated interest rate (as percent) | 5.05% | |
LIBOR | Line of credit | New MetLife Facility | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% |
Borrowings - Summary of Borro_2
Borrowings - Summary of Borrowings by Type (Details) - Farm Credit West Note Payable $ in Thousands | Feb. 07, 2019USD ($) |
Debt Instrument [Line Items] | |
Face amount of debt | $ 1,440 |
Principal amortization term (in years) | 25 years |
Stated interest rate (as percent) | 5.45% |
Borrowings - Aggregate Maturiti
Borrowings - Aggregate Maturities (Details) - Mortgage notes and bonds payable $ in Thousands | Mar. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
For the remaining nine months ending December 31: 2019 | $ 8,953 |
2020 | 28,181 |
2021 | 16,205 |
2022 | 38,645 |
2023 | 32,420 |
2024 | 23,508 |
Thereafter | 188,205 |
Total mortgage notes and bonds payable | $ 336,117 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2019USD ($)farm | Mar. 31, 2018USD ($)farm | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||
Number of farms | farm | 86 | 75 | |
Net Cost Basis | $ 544,001,000 | ||
Weighted average interest rate | 3.93% | 3.52% | |
Other income | $ 826,000 | $ 315,000 | |
Borrowings under lines of credit | $ 100,000 | $ 100,000 | |
Farm Credit Notes Payable | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate, increase (decrease) | (0.95%) | ||
Farm Credit Central Florida Notes Payable | |||
Debt Instrument [Line Items] | |||
Interest rate, increase (decrease) | (21.20%) | ||
Other income | $ 700,000 | ||
MetLife Facility | |||
Debt Instrument [Line Items] | |||
Face amount of debt | 200,000,000 | ||
Maximum borrowing capacity | 75,000,000 | ||
MetLife Facility | Notes and bonds payables | |||
Debt Instrument [Line Items] | |||
Face amount of debt | 200,000,000 | ||
Mortgage notes and bonds payable | Notes and bonds payables | |||
Debt Instrument [Line Items] | |||
Fair value amount | 332,100,000 | ||
Secured debt | 336,100,000 | ||
Short Term Mortgage Notes And Bonds Payable | Notes and bonds payables | |||
Debt Instrument [Line Items] | |||
Borrowings under lines of credit | $ 100,000 |
Series A Term Preferred Stock (
Series A Term Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares issued (in shares) | 18,462,219 | 17,891,340 | ||
Proceeds from issuance of preferred and common equity | $ 18,482 | $ 17,486 | ||
Offering costs | $ 1,729 | $ 685 | ||
Series A Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Dividend rate (as percent) | 6.375% | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Average sales price price (in dollars per share) | $ 25 | |||
Proceeds from issuance of preferred and common equity | $ 27,600 | |||
Redemption price (in dollars per share) | $ 25 | $ 25.73 | ||
Offering costs | $ 1,200 | |||
Fair value of preferred stock | $ 29,600 | |||
Series A Preferred Stock | Preferred Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares issued (in shares) | 1,150,000 | |||
Proceeds from issuance of preferred stock | $ 28,800 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) | Jan. 10, 2018 | Apr. 01, 2017 | Mar. 31, 2019USD ($)aofficer | Mar. 31, 2018USD ($)a | Dec. 31, 2018USD ($) | Jul. 31, 2018a | Jun. 11, 2018 | Oct. 17, 2017USD ($)a |
Related Party Transaction [Line Items] | ||||||||
Administration fee | $ 306,000 | $ 340,000 | ||||||
Number of executive officers that serve as directors | officer | 2 | |||||||
Management fee (as percent) | 2.00% | |||||||
Hurdle rate, quarterly (as percent) | 1.75% | |||||||
Hurdle rate, annual (as percent) | 7.00% | |||||||
Pre-Incentive Fee FFO (as percent) | 100.00% | |||||||
Pre-Incentive Fee, exceeded (as percent) | 2.1875% | |||||||
Pre-Incentive Fee, exceeded, annual (as percent) | 8.75% | |||||||
Pre-Incentive Fee (as percent) | 20.00% | |||||||
Base management fee, quarterly (as percent) | 0.50% | |||||||
Base management fee, waiver credit granted by related party | $ 568,700 | |||||||
Cumulative realized capital gains (as percent) | 15.00% | |||||||
Credits to fees from adviser | 569,000 | $ 0 | ||||||
Administration fee | 306,000 | 274,000 | ||||||
Base management fee | $ 905,000 | $ 656,000 | ||||||
Total Acres | a | 73,900 | 63,351 | ||||||
Selling commissions and dealer-manager fees, paid to third parties to date, percentage | 93.90% | |||||||
Gladstone Securities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Administration fee | $ 2,000 | |||||||
Financing fee (as percent) | 0.12% | |||||||
Taxable REIT Subsidiary | ||||||||
Related Party Transaction [Line Items] | ||||||||
Administration fee | $ 9,000 | |||||||
Administration fee | 12,000 | $ 12,000 | ||||||
Base management fee | 66,000 | |||||||
Preferred Stock | Series B Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Selling commission fee (as percent) | 7.00% | |||||||
Dealer-manager fee (as percent) | 3.00% | |||||||
Payment of management fees | 1,654,000 | |||||||
Ventura County California | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease, term (in years) | 10 years | |||||||
Total Acres | a | 169 | 169 | ||||||
Land Advisers | Taxable REIT Subsidiary | ||||||||
Related Party Transaction [Line Items] | ||||||||
Base management fee | $ 66,000 | |||||||
Land Advisers | Unsecured Debt [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Face amount of debt | $ 1,700,000 | |||||||
Stated interest rate (as percent) | 5.00% | |||||||
Gladstone Securities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment of management fees | $ 1,557,000 | |||||||
Gladstone Securities | Minimum | Gladstone Securities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Financing fee (as percent) | 0.50% | |||||||
Gladstone Securities | Maximum | Gladstone Securities | ||||||||
Related Party Transaction [Line Items] | ||||||||
Financing fee (as percent) | 1.00% |
Related-Party Transactions - Su
Related-Party Transactions - Summary of Management Fees, Incentive Fees and Associated Credits and Administration Fees (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Base management fee | $ 905,000 | $ 656,000 |
Credits to fees from Adviser | (569,000) | 0 |
Total fees to our Adviser, net | 336,000 | 656,000 |
Administration fee | 306,000 | 274,000 |
Selling commissions and dealer-manager fees | 1,654,000 | 0 |
Financing fees | 2,000 | 0 |
Total fees to Gladstone Securities | 1,656,000 | 0 |
Taxable REIT Subsidiary | ||
Related Party Transaction [Line Items] | ||
Base management fee | 66,000 | |
Administration fee | 12,000 | $ 12,000 |
Gladstone Securities | ||
Related Party Transaction [Line Items] | ||
Administration fee | $ 2,000 | |
Gladstone Securities | Gladstone Securities | ||
Related Party Transaction [Line Items] | ||
Financing fees as percentage of total financings secured | 0.15% |
Related-Party Transactions - De
Related-Party Transactions - Details of Amounts Due to Related Parties on Our Accompanying Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Base management fee | $ 905 | $ 736 |
Capital gains fee | 0 | (150) |
Credits to fees | (569) | (44) |
Other | (4) | 63 |
Total due to Adviser | 332 | 605 |
Administration fee | 306 | 340 |
Total due to Administrator | 306 | 340 |
Total due to related parties | 676 | 945 |
Taxable REIT Subsidiary | ||
Related Party Transaction [Line Items] | ||
Administration fee | 9 | |
Gladstone Securities | ||
Related Party Transaction [Line Items] | ||
Due from Gladstone Securities | 0 | 20 |
Selling Commissions and Dealer-Manager Fees | 58 | |
Other | (20) | |
Total due to related parties | $ 38 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Jun. 01, 2017leasefarm | Jul. 31, 2018USD ($)afarm | May 31, 2018USD ($) | Aug. 31, 2017USD ($)a | Jun. 30, 2017USD ($)farm | Mar. 31, 2019USD ($)a | Mar. 31, 2018USD ($)a | Mar. 31, 2019USD ($)a | Mar. 31, 2019USD ($)a | Mar. 31, 2019USD ($)a | Dec. 31, 2020USD ($) | Sep. 30, 2024 | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($)a | May 31, 2017farm |
Loss Contingencies [Line Items] | |||||||||||||||
Estimated cost | $ 3,063,000 | $ 4,478,000 | |||||||||||||
Number of farms acquired | farm | 2 | ||||||||||||||
Area of real estate property (in acres) | a | 73,900 | 63,351 | 73,900 | 73,900 | 73,900 | ||||||||||
Number of Leases | lease | 2 | ||||||||||||||
Operating lease right-of-use assets | $ 208,000 | $ 208,000 | $ 208,000 | $ 208,000 | |||||||||||
Operating lease liabilities | $ 167,000 | $ 167,000 | $ 167,000 | $ 167,000 | $ 232,000 | ||||||||||
Weighted-average discount rate | 4.20% | 4.20% | 4.20% | 4.20% | |||||||||||
Lease expense | $ 12,000 | $ 12,000 | |||||||||||||
2018 New Real Estate Activity | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Area of real estate property (in acres) | a | 337 | ||||||||||||||
Oregon | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of farms in lease amendment | farm | 1 | ||||||||||||||
Accrued liabilities related to lease | $ 1,023,000 | $ 1,023,000 | $ 1,023,000 | $ 1,023,000 | |||||||||||
Area of real estate property (in acres) | a | 418 | 418 | 418 | 418 | 2,313 | ||||||||||
Oregon | Forecast | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Estimated cost | $ 1,800,000 | ||||||||||||||
Annual rent escalation (as percent) | 6.50% | ||||||||||||||
Oregon | 2018 New Real Estate Activity | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Estimated cost | $ 250,000 | ||||||||||||||
Expended or accrued for capital improvements | $ 18,000 | ||||||||||||||
North Carolina | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Estimated cost | $ 300,000 | ||||||||||||||
Number of farms acquired | farm | 2 | ||||||||||||||
Expended or accrued for capital improvements | $ 166,000 | ||||||||||||||
Area of real estate property (in acres) | a | 310 | 310 | 310 | 310 | 310 | ||||||||||
Florida | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of farms acquired | farm | 5 | ||||||||||||||
Area of real estate property (in acres) | a | 17,184 | 17,184 | 17,184 | 17,184 | 11,006 | ||||||||||
Collier and Hendry, FL | 2018 New Real Estate Activity | Owl Hammock | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Estimated cost | $ 2,000,000 | ||||||||||||||
Area of real estate property (in acres) | a | 5,630 | ||||||||||||||
California | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Annual rent escalation (as percent) | 6.00% | ||||||||||||||
Expended or accrued for capital improvements | $ 1,600,000 | ||||||||||||||
Area of real estate property (in acres) | a | 10,147 | 10,147 | 10,147 | 10,147 | 8,241 | ||||||||||
Santa Barbara, CA | 2017 New Real Estate Activity | Cat Canyon Road | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Estimated cost | $ 4,000,000 | ||||||||||||||
Area of real estate property (in acres) | a | 361 | ||||||||||||||
ASU 2016-02 | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Operating lease right-of-use assets | $ 218,000 | ||||||||||||||
Operating lease liabilities | $ 213,000 | ||||||||||||||
Minimum | ASU 2016-02 | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Weighted-average discount rate | 2.47% | ||||||||||||||
Maximum | ASU 2016-02 | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Weighted-average discount rate | 2.53% |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Ground Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease right-of-use assets | $ 208,000 | |
Operating lease liabilities | $ 167,000 | $ 232,000 |
Weighted-average remaining lease term (years) | 5 years 3 months 18 days | |
Weighted-average discount rate | 4.20% | |
Operating lease accrued payments | $ 41,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 0 | $ 47 |
2020 | 47 | 47 |
2021 | 47 | 47 |
2022 | 30 | 30 |
2023 | 30 | 30 |
Thereafter | 31 | 31 |
Total undiscounted lease payments | 185 | 232 |
Less: imputed interest | (18) | 0 |
Present value of lease payments | $ 167 | $ 232 |
Equity - Additional Information
Equity - Additional Information (Details) | May 31, 2018USD ($)$ / sharesshares | Apr. 12, 2017USD ($)security | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Jan. 10, 2018shares | Jan. 09, 2018shares | Dec. 31, 2017shares | Aug. 07, 2015USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Stock authorized and unissued (in shares) | 6,500,000 | |||||||||
Common stock, shares authorized (in shares) | 91,500,000 | 91,500,000 | 91,500,000 | 98,000,000 | ||||||
Preferred stock, liquidation value | $ | $ 47,300,000 | $ 28,600,000 | $ 47,300,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock, shares issued (in shares) | 18,462,219 | 17,891,340 | 18,462,219 | |||||||
Common stock, shares outstanding (in shares) | 18,462,219 | 17,891,340 | 18,462,219 | |||||||
Maximum number of securities that can be sold (in securities) | security | 2 | |||||||||
Proceeds from issuance of preferred and common equity | $ | $ 18,482,000 | $ 17,486,000 | ||||||||
Discounts and offering expenses | $ | 1,729,000 | 685,000 | ||||||||
Stock Redeemed or Called During Period, Value | $ | $ 13,000 | $ 400,000 | ||||||||
2017 Registration Statement | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Proceeds from issuance of preferred and common equity | $ | $ 67,500,000 | |||||||||
ATM Program | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 1,595,591 | 1,595,591 | ||||||||
Common stock, value authorized | $ | $ 30,000,000 | |||||||||
Sale of common stock sold under sale agreement (in shares) | 0 | |||||||||
Average sales price price (in dollars per share) | $ / shares | $ 12.87 | $ 12.87 | ||||||||
Common stock, value, outstanding | $ | $ 20,500,000 | $ 20,500,000 | ||||||||
Common stock, value, issued | $ | $ 20,200,000 | $ 20,200,000 | ||||||||
Common Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 18,462,219 | 15,216,199 | 17,891,340 | 18,462,219 | 13,791,574 | |||||
Common Stock | 2017 Registration Statement | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares issued (in shares) | 5,396,030 | 5,396,030 | ||||||||
Common stock issued (in shares) | 1,215,565 | |||||||||
Securities allowed for issuance (amount up to) | $ | $ 300,000,000 | |||||||||
Series B Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | 6,500,000 | 6,500,000 | 6,500,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares issued (in shares) | 1,891,709 | 1,144,393 | 1,891,709 | |||||||
Preferred stock, shares outstanding (in shares) | 1,891,709 | 1,144,393 | 1,891,709 | |||||||
Series B Preferred Stock | Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding (in shares) | 1,891,709 | 0 | 1,144,393 | 1,891,709 | 0 | |||||
Securities allowed for issuance (amount up to) | $ | $ 150,000,000 | |||||||||
Maximum amount authorized in Primary Offering (in shares) | 6,000,000 | |||||||||
Dividend rate (as percent) | 6.00% | |||||||||
Average sales price of common stock sold (in dollars per share) | $ / shares | $ 25 | |||||||||
Proceeds from issuance of preferred stock | $ | $ 131,300,000 | $ 18,500,000 | $ 46,600,000 | |||||||
Discounts and offering expenses | $ | 861,000 | |||||||||
Net proceeds from issuance of stock | $ | 16,800,000 | |||||||||
Stock Redeemed or Called During Period, Value | $ | $ 13 | |||||||||
Sale of common stock sold under sale agreement (in shares) | 747,916 | 1,892,309 | ||||||||
OP Unit Holder | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Company's ownership percent (as percent) | 100.00% | 96.90% | 100.00% | |||||||
Minimum period required to exercise, in months | 12 months | |||||||||
Gladstone Land Limited Partnership | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
OP units held by non-controlling limited partners (in shares) | 0 | 570,879 |
Equity - Schedule of OP Units T
Equity - Schedule of OP Units Tendered for Redemption (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Limited Partners' Capital Account [Line Items] | ||
Aggregate Cash Payment | $ 0 | $ 400 |
Gladstone Land Limited Partnership | Limited Partner | ||
Limited Partners' Capital Account [Line Items] | ||
OP Units Tendered for Redemption (in shares) | 570,879 | 37,500 |
Shares of Common Stock Issued (in shares) | 570,879 | 7,700 |
OP Units Redeemed with Cash (in shares) | 0 | 29,800 |
Aggregate Cash Payment | $ 0 | $ 400 |
Aggregate Cash Paid per OP Unit (in dollars per share) | $ 0 | $ 13.42 |
Equity - Monthly Distributions
Equity - Monthly Distributions Declared and Paid by Company's Board of Directors (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Apr. 04, 2019 | |
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Distributions per Preferred Share (in dollars per share) | $ 0.3984375 | $ 0.3984375 | |
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Distributions per Preferred Share (in dollars per share) | 0.375 | 0 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Distributions per Common Share (in dollars per share) | $ 0.13335 | $ 0.13275 | |
Subsequent Event | Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Dividends Payable | $ 236 |
Loss Per Share of Common Stoc_2
Loss Per Share of Common Stock - Computation of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders | $ (496) | $ (297) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 18,028,826 | 13,957,732 |
(Loss) earnings per common share - basic and diluted (in dollars per share) | $ (0.03) | $ (0.02) |
Loss Per Share of Common Stoc_3
Loss Per Share of Common Stock - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Weighted average number of operating partnership units held by noncontrolling limited partners (in shares) | 433,393 | 977,272 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Thousands | Apr. 19, 2019USD ($)lease | Apr. 09, 2019USD ($)aoption$ / shares | May 07, 2019USD ($)shares | Mar. 31, 2019USD ($)a | Mar. 31, 2018USD ($)a |
Subsequent Event [Line Items] | |||||
Area of real estate property (in acres) | a | 73,900 | 63,351 | |||
Base management fee | $ 905 | $ 656 | |||
Series B Preferred Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Sale of stock sold under sale agreement (in shares) | shares | 345,031 | ||||
Proceeds from issuance of preferred stock | $ 8,500 | ||||
Net proceeds from issuance of stock | 7,800 | ||||
Distribution per Share | $ / shares | $ 0.375 | ||||
Common Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Distribution per Share | $ / shares | $ 0.13350 | ||||
Gladstone Securities | |||||
Subsequent Event [Line Items] | |||||
Payment of management fees | $ 1,557 | ||||
Sales Commissions and Broker-Dealer Fees | Gladstone Securities | Series B Preferred Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Payment of management fees | 725 | ||||
Sales Commissions and Broker-Dealer Fees | Gladstone Securities | Series B Preferred Stock | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Base management fee | $ 767 | ||||
Farm, 928 Acres, Madera County, California [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Area of real estate property (in acres) | a | 928 | ||||
Total Purchase Price | $ 28,600 | ||||
Lease term (in years) | 10 years 6 months 22 days | ||||
Number of renewal options | option | 2 | ||||
Renewal term | 5 years | ||||
Total annualized straight-line rent | $ 1,721 | ||||
Fresno County, California | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Number of purchase agreements | lease | 2 | ||||
Aggregate purchase price | $ 70,000 |
Subsequent Events - Leasing Act
Subsequent Events - Leasing Activity (Details) $ in Millions | Jun. 01, 2017lease | May 07, 2019USD ($)alease | Mar. 31, 2019USD ($)alease | Mar. 31, 2018a |
Real Estate Properties [Line Items] | ||||
Number of Leases | 2 | |||
Area of real estate property (in acres) | a | 73,900 | 63,351 | ||
Arizona, California, Florida, Michigan and Nebraska | ||||
Real Estate Properties [Line Items] | ||||
Number of Leases | 11 | |||
Area of real estate property (in acres) | a | 4,375 | |||
Prior Leases | Arizona, California, Florida, Michigan and Nebraska | ||||
Real Estate Properties [Line Items] | ||||
Total annualized straight-line rent | $ | $ 2,143 | |||
Number of leases with participation rents | 1 | |||
Number of NNN leases | 8 | |||
Number of NN leases | 4 | |||
New Leases | Arizona, California, Florida, Michigan and Nebraska | ||||
Real Estate Properties [Line Items] | ||||
Total annualized straight-line rent | $ | $ 2,127 | |||
Number of leases with participation rents | 3 | |||
Number of NNN leases | 8 | |||
Number of NN leases | 3 | |||
Subsequent Event | Arizona, California, Florida, Michigan and Nebraska | ||||
Real Estate Properties [Line Items] | ||||
Number of Leases | 1 | |||
Area of real estate property (in acres) | a | 56 | |||
Subsequent Event | Prior Leases | Arizona, California, Florida, Michigan and Nebraska | ||||
Real Estate Properties [Line Items] | ||||
Total annualized straight-line rent | $ | $ 15 | |||
Number of leases with participation rents | 0 | |||
Number of NNN leases | 0 | |||
Number of NN leases | 1 | |||
Subsequent Event | New Leases | Arizona, California, Florida, Michigan and Nebraska | ||||
Real Estate Properties [Line Items] | ||||
Total annualized straight-line rent | $ | $ 63 | |||
Number of leases with participation rents | 0 | |||
Lease term (in years) | 3 years | |||
Number of NNN leases | 0 | |||
Number of NN leases | 1 |
Subsequent Events - Monthly Dis
Subsequent Events - Monthly Distributions Declared by Company's Board of Directors (Details) - $ / shares | 3 Months Ended | ||||||
Mar. 31, 2019 | Jun. 26, 2019 | Jun. 19, 2019 | May 22, 2019 | Apr. 24, 2019 | Apr. 22, 2019 | Apr. 09, 2019 | |
Series A Preferred Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.3984375 | ||||||
Series A Preferred Stock | Period One | |||||||
Subsequent Event [Line Items] | |||||||
Record Date | Apr. 22, 2019 | ||||||
Payment Date | Apr. 30, 2019 | ||||||
Series A Preferred Stock | Period One | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.1328125 | ||||||
Series A Preferred Stock | Period Two | |||||||
Subsequent Event [Line Items] | |||||||
Record Date | May 22, 2019 | ||||||
Payment Date | May 31, 2019 | ||||||
Series A Preferred Stock | Period Three | |||||||
Subsequent Event [Line Items] | |||||||
Record Date | Jun. 19, 2019 | ||||||
Payment Date | Jun. 28, 2019 | ||||||
Series B Preferred Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | 0.375 | ||||||
Series B Preferred Stock | Period One | |||||||
Subsequent Event [Line Items] | |||||||
Record Date | Apr. 24, 2019 | ||||||
Payment Date | May 3, 2019 | ||||||
Series B Preferred Stock | Period One | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.125 | ||||||
Series B Preferred Stock | Period Two | |||||||
Subsequent Event [Line Items] | |||||||
Record Date | May 22, 2019 | ||||||
Payment Date | May 31, 2019 | ||||||
Series B Preferred Stock | Period Three | |||||||
Subsequent Event [Line Items] | |||||||
Record Date | Jun. 26, 2019 | ||||||
Payment Date | Jul. 5, 2019 | ||||||
Common Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.13350 | ||||||
Common Stock | Period One | |||||||
Subsequent Event [Line Items] | |||||||
Record Date | Apr. 22, 2019 | ||||||
Payment Date | Apr. 30, 2019 | ||||||
Common Stock | Period One | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.04450 | ||||||
Common Stock | Period Two | |||||||
Subsequent Event [Line Items] | |||||||
Record Date | May 22, 2019 | ||||||
Payment Date | May 31, 2019 | ||||||
Common Stock | Period Three | |||||||
Subsequent Event [Line Items] | |||||||
Record Date | Jun. 19, 2019 | ||||||
Payment Date | Jun. 28, 2019 | ||||||
Forecast | Series A Preferred Stock | Period Two | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.1328125 | ||||||
Forecast | Series A Preferred Stock | Period Three | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.1328125 | ||||||
Forecast | Series B Preferred Stock | Period Two | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | 0.125 | ||||||
Forecast | Series B Preferred Stock | Period Three | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.125 | ||||||
Forecast | Common Stock | Period Two | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.04450 | ||||||
Forecast | Common Stock | Period Three | |||||||
Subsequent Event [Line Items] | |||||||
Distribution per Share | $ 0.04450 |