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LAND > SEC Filings for LAND > Form 10-K on 24-Feb-2014All Recent SEC Filings

Show all filings for GLADSTONE LAND CORP

Form 10-K for GLADSTONE LAND CORP


24-Feb-2014

Annual Report


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this Form 10-K.

OVERVIEW

General

We are an externally-managed real estate company that currently owns 21 farms: 8 in California, 6 in Florida, 4 in Michigan, 2 in Oregon and 1 in Arizona. These farms are currently leased to 16 separate tenants that are either corporate or independent farmers. We intend to acquire more farmland that is or will be leased to farmers, and we expect that most of our future tenants will be medium-sized independent farming operations or large corporate farming operations that are unrelated to us. We may also acquire property related to farming, such as cooling facilities, freezer buildings, packing houses, box barns, silos, storage facilities, green houses, processing plants, packing buildings and distribution centers. We generally lease our properties under triple-net leases, an arrangement under which the tenant maintains the property while paying the related taxes, maintenance and insurance costs, as well as rent to us. We may also elect to sell farmland at certain times, such as when the land could be developed by others for urban or suburban uses.

To a lesser extent, we may provide senior secured first-lien mortgages to farmers for the purchase of farmland and farm-related properties. We expect that any mortgages we make would be secured by farming properties that have been in operation for over five years with a history of crop production and profitable farming operations. We have not currently identified any properties for which to make loans secured by properties.

We were incorporated in 1997, primarily for the purpose of operating strawberry farms through our former subsidiary, Coastal Berry Company, LLC ("Coastal Berry"), a company that provided growing, packaging, marketing and distribution of fresh berries and other agricultural products. We operated Coastal Berry as our primary business until 2004, when it was sold to Dole Food Company ("Dole").

Since 2004, our operations have consisted solely of leasing our farms. We also lease a small parcel on our farm near Oxnard, California ("West Gonzales"), to an oil company. We do not currently intend to enter into the business of growing, packing or marketing farmed products; however, if we do so in the future, we expect that it would be through a taxable real estate investment trust subsidiary ("TRS").

As described further below, we have exhausted substantially all of the proceeds received from our initial public offering in January 2013 (the "IPO") via new property acquisitions, improvements on existing properties, distributions to stockholders and other general corporate purposes. We intend to continue to lease our farm properties to corporate farmers or independent farmers that sell their products through national corporate marketers-distributors. We currently have no plans to make mortgage loans on farms, but we may make mortgage loans on farms and farm-related properties in the future. We expect to earn rental and interest income from our investments.

Gladstone Management Corporation (our "Adviser") manages our real estate portfolio pursuant to an advisory agreement (the "Advisory Agreement"), and Gladstone Administration, LLC (our "Administrator") provides us with administrative services pursuant to an administration agreement (the "Administration Agreement"). Our Adviser and our Administrator collectively employ all of our personnel and pay their salaries, benefits and general expenses directly.

We conduct substantially all of our investment activities through, and all of our properties are held, directly or indirectly, by, Gladstone Land Limited Partnership (the "Operating Partnership"). We control our Operating Partnership as its sole general partner, and we also currently own, directly or indirectly, all limited partnership units ("Units") of our Operating Partnership. We expect to offer equity ownership in our Operating Partnership by issuing Units from time to time in exchange for agricultural real property. By structuring our acquisitions in this manner, the sellers of the real estate will generally be able to defer the realization of gains until they redeem the Units or sell the Units for cash. Persons who receive Units in our Operating Partnership in exchange for real estate or interests in entities that own real estate will be entitled to redeem these Units for cash or, at our election, shares of our common stock on a one-for-one basis at any time after holding the Units for one year.


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We believe that we have completed all significant actions necessary to convert into a real estate investment trust ("REIT"), effective January 1, 2013, including the distribution of all accumulated earnings and profits ("E&P") from prior years. Therefore, beginning with our tax year ended December 31, 2013, we intend to elect to be taxed as a REIT for federal income tax purposes. As a REIT, we generally will not be required to pay federal and state income taxes on the distributions we make to our stockholders. Any TRS through which we may conduct operations will be required to pay federal and state income taxes on its taxable income, if any, at the then-applicable corporate rates. To the extent we do not qualify or elect to be taxed as a REIT for federal income tax purposes, we will be subject to regular corporate income tax on our taxable income.

Objectives and Strategies

Our principal business objective is to maximize stockholder returns through a combination of: (1) monthly cash distributions to our stockholders;
(2) sustainable long-term growth in cash flows from increased rents, which we hope to pass on to stockholders in the form of increased distributions;
(3) appreciation of our land; and (4) capital gains derived from the sale of our properties. Our primary strategy to achieve our business objective is to invest in a diversified portfolio of net leased farmland and properties related to farming operations.

We expect that most of our future tenants will be medium-sized independent farming operations or large corporate farming operations that are unrelated to us. We intend to generally lease our properties under triple-net leases, an arrangement under which the tenant maintains the property while paying the related taxes, maintenance and insurance costs, as well as rent to us. We are actively seeking and evaluating other farm properties for potential purchase with the remaining capital available to us. All potential acquisitions will be subject to due diligence procedures, and there can be no assurance that we will be successful in identifying or acquiring additional properties in the future.

Leases

We anticipate that most of our agricultural leases for properties growing row crops will have initial terms of two to five years, often with options to extend the lease further, and will be payable semi-annually, at a fixed rate, with one-half due at the beginning of the year and the other half due later in the year. We anticipate that most of our agricultural leases for properties growing long-term plants, such as trees, bushes and vines, will have longer-term leases with similar payment terms. Leases generally will be on a triple-net basis, which means that, generally, the tenant will be required to pay taxes, insurance (including drought insurance for properties that depend upon rain water for irrigation), water costs, maintenance and other operating costs. We expect that leases with longer terms, such as for five or more years, would contain provisions, often referred to as escalation clauses, that provide for annual increases in the amounts payable by the tenants. The escalation clause may be a fixed amount each year, or it may be variable based on standard cost of living figures. In addition, some long-term leases may require a regular survey of comparable land rents, with an adjustment to reflect the current rents. We do not expect to enter into leases that include variable rent based on the success of the harvest each year. Our current leases are generally on a triple-net basis with original lease terms ranging from 1 to 15 years.

We monitor our tenants' credit quality on an ongoing basis by, among other things, conducting site visits of the properties to ensure farming operations are taking place and to assess the general maintenance of the properties. To date, no changes to credit quality of our tenants have been identified and all tenants continue to pay pursuant to the terms of their respective leases.

Lease Expirations

Farm leases are often short-term in nature, so in any given year we expect to have multiple leases up for renewal or extension. We had three farmland leases expiring in 2013, all of which were extended. We have two farmland leases expiring in 2014: one on 306 acres of farmland near Watsonville, California ("San Andreas"), and one on 198 acres of farmland consisting of three farms near Watsonville, California ("West Beach"). Collectively, these two leases accounted for approximately 8.4% of the total acreage owned as of December 31, 2013, and 21.4% of the rental income recorded during the year ended December 31, 2013. The current rental rate on San Andreas was negotiated in 2010, while the current rental rate on West Beach was negotiated in 2013. Because the rental rates on both of these leases have been recently negotiated, we anticipate being able to renew each of these leases prior to their expiration in 2014 at the same, if not higher, rental rates. While we have begun discussions with the tenants regarding the respective leases, there can be no assurance that we will be


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able to renew the leases at rates favorable to us, if at all, or find replacement tenants for these leases. However, we do not believe that average rental rates for other farms in the regions where our current properties are located have declined since we entered into our leases for those properties.

In addition, we also have a surface area lease with an oil company on 8 acres of West Gonzales that continues into perpetuity and is renewed on an annual basis. This lease accounted for approximately 0.7% of the rental income recorded during the year ended December 31, 2013.

Mortgages

We may also make loans to farmers for the purchase of farmland and other properties related to farming, not to exceed 5.0% of the fair value of our total assets, over time. These loans would be secured by mortgages on the property. In the event that we make any such loans, we expect that the typical mortgage would carry a fixed interest rate over a term of three to five years and would require interest-only payments with no amortization of the principal until maturity. We expect that the mortgage would be set up to have the senior claim on the property but would not require the owner to guarantee the mortgage personally. If we make mortgage loans, we intend to provide borrowers with a conditional put option giving them the right to sell the property to us at a predetermined fair market value, and we also may have a call option to buy the property from the borrower.

REIT Election and Accumulated Earnings and Profits

We intend to elect to be taxed as a REIT for federal income tax purposes for the year ended December 31, 2013. To qualify as a REIT for 2013, we were required to distribute our non-REIT accumulated earnings and profits by December 31, 2013. As of December 31, 2013, our non-REIT accumulated earnings and profits were approximately $9.6 million. By paying out $9.7 million in distributions to stockholders during 2013, we believe that we have fully paid out all non-REIT accumulated earnings and profits from prior years.

Business Environment

The United States (the "U.S.") continues to recover from the recession that began in late 2007. Notwithstanding the recent U.S. government shutdown, we are seeing improvements in the labor market, as the unemployment rate continues its downward trajectory. The housing market has also picked up, as construction starts and housing prices are on the rise, and foreclosure and delinquency rates are declining. However, various signs of weaknesses are still present in the economy. Interest rates remain near their historic lows, leading to increased competition for new acquisitions and causing cap rate compression, and uncertainty over rising mortgage interest rates still persists. In addition, recent U.S. budget deficit concerns and the budget impasse that resulted in the partial shutdown of the U.S. government in October 2013 had wide-ranging effects on the economy, as it slowed economic growth, damaged consumer confidence and led to uncertain conditions for many businesses. While the U.S. Congress did pass legislation for a two-year deal in December 2013 and, in February 2014, passed legislation to suspend the debt ceiling through March 2015, Congress will need to pass additional legislation to increase or suspend the debt ceiling prior to March 2015 in order for the government to continue to make payments to its creditors. The uncertainty surrounding these conditions could result in ratings agencies lowering the long-term sovereign credit rating of the U.S., as one of the ratings agencies did in 2011. These developments, and the government's credit concerns in general, could cause interest rates and borrowing costs to rise, which may negatively impact our ability to access both the debt and equity markets on favorable terms. Unfavorable economic conditions and uncertainty of legislation related to agriculture could also have a material, adverse effect on one or more of our tenants, as well as on our business, financial condition and results of operations.

Land values across the majority of the U.S. have seen a steady increase over the past decade. More specifically, values of U.S. farm real estate and croplands have each seen close to double-digit appreciation over the past couple of years. We believe that certain trends continue to make farmland a compelling investment. Domestic and global population growth is a major driver behind the increased demand for farmland, as more food is needed to feed the growing population. In addition, more and more agricultural land is being developed for urban, suburban and industrial purposes. While increased development and changing patterns of use may increase the land values and rents in our portfolio, it could also result in upward pressure on prices for farms that we seek to acquire.


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Recent Developments

Initial Public Offering of Our Common Stock

On January 28, 2013, we priced our IPO of 3,333,334 shares of our common stock at a public offering price of $15.00 per share, which closed on January 31, 2013. Including the underwriters' option to cover over-allotments, which was exercised on February 19, 2013, we issued a total of 3,780,264 shares, resulting in gross proceeds of $56.7 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $51.3 million. As of December 31, 2013, we have invested $37.9 million of the net proceeds received in connection with our IPO into new property acquisitions, and an additional $1.1 million has been expended or accrued for capital improvements on existing properties. In addition, some of the proceeds were used to make distributions to stockholders during 2013, as well as for other general corporate purposes.

Investment and Leasing Activity

During the year ended December 31, 2013, we acquired nine farms in seven
separate transactions, which are summarized in the table below.



                                                                                                                                                                            Annualized
                                                                          Number                                                            Total                            Straight-
Property                     Property       Acquisition       Total         of           Primary         Lease            Renewal          Purchase        Acquisition         line
Name                         Location           Date         Acreage       Farms         Crop(s)          Term            Options           Price           Expenses          Rent(1)
38th Avenue                 Covert, MI          4/5/2013          119           1      Blueberries        7 years       1 (7 years)      $  1,341,000     $      40,133     $    87,286
Sequoia Street              Brooks, OR         5/31/2013          209           1      Blueberries       15 years     3 (5 years each)      3,100,000           106,797         193,617
Natividad Road(2)                                                                     Strawberries &
                            Salinas, CA       10/21/2013          166           1      Raspberries        2 years           None            7,325,120            47,851         439,575
20th Avenue               South Haven, MI      11/5/2013          150           3      Blueberries        5 years       1 (5 years)         1,985,000            40,475         129,755
Broadway Road(3)           Moorpark, CA       12/16/2013           60           1         Lemons         10 years       1 (10 years)        3,000,000            23,912         171,958
Oregon Trail                                                                           Corn, Onions
                             Echo, OR         12/27/2013        1,895           1       & Potatoes       10 years     3 (5 years each)     13,855,000           209,497         758,480
East Shelton                                                                            Corn & Dry
                            Willcox, AZ       12/27/2013        1,761           1      edible beans      10 years           None            6,700,000            42,167         290,284

                                                                4,360           9                                                        $ 37,306,120     $     510,832       2,070,955

(1) Annualized straight-line amount is based on the minimum rental payments required per the lease and includes the amortization of any above-market and below-market leases recorded.

(2) Upon acquisition of the property, we assumed a lease with two years remaining on it. This lease originally provided for one, three-year extension option; however, the right to this option was waived by the tenant. In connection with assuming this lease, we recorded a below-market lease liability of $161,547. In addition, the Company executed a nine-year, follow-on lease with a separate tenant to commence at the expiration of the assumed lease. The follow-on lease includes one, five-year renewal option and provides for prescribed rent escalations over the term of the lease, with annualized, straight-line rents of $413,476.

(3) Beginning in 2015, this property will be farmed for blueberries and avocados.

In addition, the following significant events occurred with regard to our already-existing properties during the year ended December 31, 2013:

On May 28, 2013, we executed a lease with a new tenant to occupy our 219-acre farm in Wimauma, Florida ("Colding Loop"), that commenced on June 15, 2013, as the lease term with the previous tenant on the property expired on June 14, 2013. The new lease term is for five years, through June 2018, and the tenant has one option to extend the lease for an additional five-year term. The lease provides for prescribed rent escalations over its life, with minimum annualized, GAAP straight-line rental income of $125,400. In connection with this agreement, we are required to install new irrigation equipment on part of the property, and we may be required to install additional irrigation equipment on the total acreage of the property. We estimate commitments in connection with this agreement may cost up to $700,000, of which $616,000 has been expended or accrued for as of December 31, 2013. See Note 8, "Commitments and Contingencies," located elsewhere in this Form 10-K, for further discussion on this commitment.

On August 30, 2013, we extended the lease with the tenant occupying West Gonzales, which was originally set to expire in December 2013. The lease was extended for an additional 6.5 years, through June 2020, and provides for prescribed rent escalations over its life, with annualized, GAAP straight-line rental income of approximately $2.4 million, representing an 11.2% increase over that of the previous lease.

On September 11, 2013, we extended the lease with the tenant occupying West Beach, which was originally set to expire in October 2013. The lease was extended for an additional year, through October 2014, and provides for


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GAAP straight-line rental income of approximately $448,000, representing a 5.7% increase over that of the previous lease. In connection with this extension, we have agreed to incur the costs of upgrading the drainage system on the property, which we estimate will cost between $246,000 and $296,000 and will take place over the course of the next year. See Note 8, "Commitments and Contingencies," located elsewhere in this Form 10-K, for further discussion on this commitment.

On October 21, 2013, we extended the commercial lease with the tenant renting the cooling facility on Trapnell Road for one additional year, extending the expiration date to June 30, 2018. The prescribed rent escalations provided for in the original lease continue through this one-year extension. In addition, we have agreed to incur the costs, up to a maximum of $450,000, of expanding and upgrading the cooling facility on the property. In connection with this expansion and upgrade, upon completion, the tenant will commence paying rent to us on the cooling facility at an annual rate of 8.5% of the expended costs, not to exceed $450,000. This work was completed in January 2014 at a total cost to us of $450,000. See Note 8, "Commitments and Contingencies," for further discussion on this commitment.

Financing Activity

In December 2013, we drew $13.6 million, which was the remaining balance available under our $45.2 million loan agreement with Metropolitan Life Insurance Company ("MetLife"). The current loan agreement matures on January 5, 2026, and we have $43.1 million outstanding under the note. For additional information regarding the long-term note payable to MetLife, please refer to Note 5, "Borrowings," in the notes to our consolidated financial statements located elsewhere in this Form 10-K.

We have begun discussions with MetLife to expand the commitment amount, and a draft term sheet has been agreed on by both parties; however, there is no guaranty that we will be able to complete this transaction at terms favorable to us, or at all.

Our Adviser and Administrator

Advisory and Administration Agreements

Since 2004, we have been externally managed pursuant to a contractual investment advisory arrangement with our Adviser, under which our Adviser has directly employed certain of our personnel and paid their payroll, benefits and general expenses directly. Prior to January 1, 2010, the advisory agreement also covered the administrative services we received from our Administrator, which, until January 1, 2010, was a wholly-owned subsidiary of our Adviser. Since January 1, 2010, our Administrator has provided administrative services to us pursuant to a separate administration agreement with our Administrator. Upon the closing of our IPO, on January 31, 2013, we entered into amended and restated versions of each of the advisory and administration agreements.

Prior Advisory and Administration Agreements

Prior Advisory Agreement

Under our advisory agreement in effect until January 31, 2013 (the "Prior Advisory Agreement"), we were required to reimburse our Adviser for our pro-rata share of our Adviser's payroll and benefits expenses on an employee-by-employee basis, based on the percentage of each employee's time devoted to our matters in relation to the time such employees devoted to all of our affiliated funds advised by the Adviser.

Under our Prior Advisory Agreement, we were also required to reimburse our Adviser for our pro-rata portion of all other expenses of our Adviser not reimbursed under the arrangements described above, which we refer to as overhead expenses, equal to the total overhead expenses of our Adviser multiplied by the ratio of hours worked by our Adviser's (and until January 1, 2010, our Administrator's) employees on our projects to the total hours worked by our Adviser's (and until January 1, 2010, our Administrator's) employees. However, we were only required to reimburse our Adviser for our portion of its overhead expenses if the amount of payroll and benefits we reimbursed to our Adviser was less than 2.0% of our average invested assets for the year. Additionally, we were only required to reimburse our Adviser for overhead expenses up to the point that reimbursed overhead expenses and payroll and benefits expenses, on a combined basis, equaled 2.0% of our average invested assets for the year. Our Adviser was required to reimburse us annually for the amount by which amounts billed to and paid by us exceed this 2.0% limit during a given year. These amounts never exceeded the 2.0% limit, and, therefore, we never received or qualified for any such reimbursement.


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Prior Administration Agreement

Under our administration agreement in effect until January 31, 2013 (the "Prior Administration Agreement"), we were required to reimburse our Administrator for our pro-rata portion of its payroll and benefits expenses on an employee-by-employee basis, based on the percentage of each employee's time devoted to our matters. We were also required to reimburse our Administrator for our pro-rata portion of its overhead expenses, equal to the total overhead expenses of our Administrator multiplied by the ratio of hours worked by our Administrator's employees on our projects to the total hours worked by our Administrator's employees.

Amended and Restated Advisory and Administration Agreements

Amended Advisory Agreement

Under the terms of our Amended Advisory Agreement that went into effect on February 1, 2013, we pay an annual base management fee equal to a percentage of our adjusted stockholders' equity, which is defined as our total stockholders' equity at the end of each quarter less the recorded value of any preferred stock we may issue and any uninvested cash proceeds from the IPO. For 2013, the base management fee was set at 1.0% of our adjusted stockholders' equity; however, beginning in 2014, we will pay a base management fee equal to 2.0% of our adjusted stockholders' equity, which will no longer exclude the uninvested cash proceeds from the IPO.

If the Amended Advisory Agreement had been in place during the years ended December 31, 2012 and 2011, we estimate that our base management fee for those periods would have been approximately $79,000 and $76,000, respectively, as compared to the actual management advisory fee incurred during those periods per the Prior Advisory Agreement of $267,280 and $241,066, respectively.

Under the terms of our Amended Advisory Agreement, we also pay an additional quarterly incentive fee based on our funds from operations ("FFO"). For purposes . . .

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