Maryland | 001-35795 | 54-1892552 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1521 Westbranch Drive, Suite 100, McLean, Virginia 22102 |
(Address of Principal Executive Offices) (Zip Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, $0.001 par value per share | LAND | The Nasdaq Stock Market, LLC | ||
6.375% Series A Cumulative Term Preferred Stock, $0.001 par value per share | LANDP | The Nasdaq Stock Market, LLC | ||
Exhibit No. | Description | |
99.1 | Press release dated February 19, 2020 | |
Gladstone Land Corporation | |
(Registrant) | |
Date: February 19, 2020 | By: /s/ Lewis Parrish |
Lewis Parrish | |
Chief Financial Officer | |
Exhibit No. | Description | |
99.1 | ||
• | Portfolio Activity: |
◦ | Property Acquisition: Acquired 26 new farms, consisting of 13,330 total acres in four different states (CA, FL, MI, & NE), for approximately $252.7 million. On a weighted-average basis, these farms were acquired at an initial, minimum net capitalization rate of 6.5%. However, all leases on these farms contain certain provisions (e.g., annual rent escalations or participation rents) that are expected to drive cash rents higher in future years. |
◦ | Leasing Activity: Executed 24 lease agreements on certain of our farms in six different states (AZ, CA, FL, MI, NE, & TX) that are expected to result in an aggregate increase in annual net operating income of approximately $1.1 million, or 11.0%, over that of the prior leases. |
• | Financing Activity—New Long-term Borrowing: Secured a total of approximately $169.5 million of new, long-term borrowings from nine different lenders (including four new lenders) at an expected weighted-average effective interest rate of 3.64%. On a weighted-average basis, these rates are fixed for the next 7.7 years. |
• | Equity Activity: |
◦ | Series B Preferred Stock: Issued and sold 3,626,076 shares of our 6.00% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) for net proceeds of approximately $81.6 million. |
◦ | OP Units: Issued 288,303 common units of limited partnership interests in Gladstone Land Limited Partnership (“OP Units”) as partial consideration for the acquisition of a new farm, constituting an aggregate fair value of approximately $3.3 million as of the acquisition date. |
◦ | Common Stock: Through an overnight offering (including the underwriters’ exercise of a portion of the over-allotment option) and our “at-the-market” program (the “ATM Program”), issued and sold a total of 2,474,439 shares of our common stock for aggregate net proceeds of approximately $27.8 million. |
• | Increased and Paid Distributions: Increased the monthly distribution run rate on our common stock by 0.11% and paid total cash distributions of $0.13380 per share of common stock for October, November, and December 2019. |
• | Portfolio Activity: |
◦ | Property Acquisitions: Acquired two new farms, consisting of 1,325 total acres, for $7.5 million. These farms were acquired at an initial, minimum net capitalization rate of 5.5%. However, the lease on these farms contains certain provisions (e.g., annual rent escalations) that are expected to drive cash rents higher in future years. |
◦ | Leasing Activity: |
▪ | New Leases: Executed seven new lease agreements on certain of our farms in four different states (AZ, CA, NC, & NE) that are expected to result in an aggregate increase in annual net operating income of approximately $294,000, or 9.0%, over that of the prior leases. |
▪ | Lease Termination: Terminated two leases encompassing four farms in Arizona, for which we received a termination payment of approximately $3.0 million. The four farms were immediately re-leased to a new, unrelated third-party tenant. |
• | Financing Activity—New Long-term Borrowing: Secured $8.1 million of new, long-term borrowings at an interest rate of 2.66%, which rate is fixed for the next 4.0 years. |
• | Equity Activity: |
◦ | Series B Preferred Stock: Issued and sold 911,383 shares of the Series B Preferred Stock for net proceeds of approximately $20.5 million. |
◦ | Common Stock: Issued and sold 409,800 shares of our common stock for net proceeds of approximately $5.4 million under the ATM Program. |
• | Increased Distributions: Increased our distribution run rate by 0.11%, declaring monthly cash distributions of $0.04465 per share of common stock (including OP Units held by non-controlling OP Unitholders) for each of January, February, and March 2020. This marks our 17th distribution increase over the past 20 quarters, during which time we’ve increased the distribution run rate by a total of 48.8%. |
For and As of the Quarters Ended | Change | Change | ||||||||||||
12/31/2019 | 9/30/2019 | ($ / #) | (%) | |||||||||||
Operating Data: | ||||||||||||||
Total operating revenues | $ | 13,489 | $ | 11,012 | $ | 2,477 | 22.5 | % | ||||||
Total operating expenses, net of credits | (6,965 | ) | (5,575 | ) | (1,390 | ) | 24.9 | % | ||||||
Other expenses, net | (5,566 | ) | (4,914 | ) | (652 | ) | 13.3 | % | ||||||
Net income | $ | 958 | $ | 523 | $ | 435 | 83.2 | % | ||||||
Less: Dividends declared on Series B Preferred Stock | (1,585 | ) | (1,161 | ) | (424 | ) | 36.5 | % | ||||||
Net loss available to common stockholders and non-controlling OP Unitholders | (627 | ) | (638 | ) | 11 | (1.7 | )% | |||||||
Plus: Real estate and intangible depreciation and amortization | 3,838 | 3,419 | 419 | 12.3 | % | |||||||||
Plus: Losses on dispositions of real estate assets, net | 174 | 134 | 40 | 29.9 | % | |||||||||
Adjustments for unconsolidated entities(1) | 1 | — | 1 | N/A | ||||||||||
FFO available to common stockholders and non-controlling OP Unitholders | 3,386 | 2,915 | 471 | 16.2 | % | |||||||||
Plus: Acquisition- and disposition-related expenses | 109 | 119 | (10 | ) | (8.4 | )% | ||||||||
Less: Other receipts, net(2) | — | (11 | ) | 11 | N/A | |||||||||
CFFO available to common stockholders and non-controlling OP Unitholders | 3,495 | 3,023 | 472 | 15.6 | % | |||||||||
Net adjustment for normalized cash rents(3) | (117 | ) | (226 | ) | 109 | (48.2 | )% | |||||||
Plus: Amortization of debt issuance costs | 169 | 161 | 8 | 5.0 | % | |||||||||
AFFO available to common stockholders and non-controlling OP Unitholders | $ | 3,547 | $ | 2,958 | $ | 589 | 19.9 | % | ||||||
Share and Per-Share Data: | ||||||||||||||
Weighted-average common stock outstanding—basic and diluted | 20,931,296 | 20,763,615 | 167,681 | 0.8 | % | |||||||||
Weighted-average common OP Units outstanding(4) | 288,303 | 222,494 | 65,809 | 29.6 | % | |||||||||
Weighted-average total common shares outstanding | 21,219,599 | 20,986,109 | 233,490 | 1.1 | % | |||||||||
Diluted net loss per weighted-average total common share | $ | (0.030 | ) | $ | (0.030 | ) | $ | 0.001 | (3.0 | )% | ||||
Diluted FFO per weighted-average total common share | $ | 0.160 | $ | 0.139 | $ | 0.021 | 14.9 | % | ||||||
Diluted CFFO per weighted-average total common share | $ | 0.165 | $ | 0.144 | $ | 0.021 | 14.4 | % | ||||||
Diluted AFFO per weighted-average total common share | $ | 0.167 | $ | 0.141 | $ | 0.026 | 18.6 | % | ||||||
Cash distributions declared per total common share | $ | 0.134 | $ | 0.134 | $ | 0.000 | 0.1 | % | ||||||
Balance Sheet Data: | ||||||||||||||
Net investments in real estate, at cost(5) | $ | 794,769 | $ | 743,409 | $ | 51,360 | 6.9 | % | ||||||
Total assets | $ | 816,787 | $ | 757,027 | $ | 59,760 | 7.9 | % | ||||||
Total indebtedness(6) | $ | 513,799 | $ | 483,689 | $ | 30,110 | 6.2 | % | ||||||
Total equity | $ | 278,970 | $ | 253,290 | $ | 25,680 | 10.1 | % | ||||||
Total common shares outstanding | 21,224,961 | 21,176,378 | 48,583 | 0.2 | % | |||||||||
Other Data: | ||||||||||||||
Cash flows from operations | $ | 7,467 | $ | 9,646 | $ | (2,179 | ) | (22.6 | )% | |||||
Farms owned | 111 | 105 | 6 | 5.7 | % | |||||||||
Acres owned | 86,535 | 81,586 | 4,949 | 6.1 | % | |||||||||
Occupancy rate(7) | 100.0 | % | 100.0 | % | — | % | — | % | ||||||
Farmland portfolio value | $ | 877,485 | $ | 824,506 | $ | 52,979 | 6.4 | % | ||||||
NAV per common share | $ | 11.41 | $ | 11.49 | $ | (0.08 | ) | (0.7 | )% | |||||
(1) | Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the period. |
(2) | Consists of net property and casualty (recoveries) losses and the cost of related repairs that were expensed as a result of damage caused by natural disasters on certain of our properties. |
(3) | This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and lease incentives and accretion related to below-market lease values, deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. The effect to AFFO is that cash rents received pertaining to a lease year are normalized over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned. |
(4) | Represents OP Units held by non-controlling OP Unitholders. |
(5) | 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. |
(6) | Consists of the principal balances outstanding of all indebtedness, including our lines of credit, notes and bonds payable, and our Series A Term Preferred Stock. |
(7) | Based on gross acreage. |
For and As of the Years Ended | Change | Change | ||||||||||||
12/31/2019 | 12/31/2018 | ($ / #) | (%) | |||||||||||
Operating Data: | ||||||||||||||
Total operating revenues | $ | 40,692 | $ | 36,687 | $ | 4,005 | 10.9 | % | ||||||
Total operating expenses, net of credits | (21,386 | ) | (24,575 | ) | 3,189 | (13.0 | )% | |||||||
Other expenses, net | (17,544 | ) | (9,346 | ) | (8,198 | ) | 87.7 | % | ||||||
Net income | $ | 1,762 | $ | 2,766 | $ | (1,004 | ) | (36.3 | )% | |||||
Less: Dividends declared on Series B Preferred Stock | (4,240 | ) | (379 | ) | (3,861 | ) | 1,018.7 | % | ||||||
Net (loss) income available to common stockholders and non-controlling OP Unitholders | (2,478 | ) | 2,387 | (4,865 | ) | N/A | ||||||||
Plus: Real estate and intangible depreciation and amortization | 12,790 | 9,375 | 3,415 | 36.4 | % | |||||||||
Plus (less): Losses (gains) on dispositions of real estate assets, net | 328 | (5,532 | ) | 5,860 | N/A | |||||||||
Adjustments for unconsolidated entities(1) | 1 | — | 1 | N/A | ||||||||||
FFO available to common stockholders and non-controlling OP Unitholders | 10,641 | 6,230 | 4,411 | 70.8 | % | |||||||||
Plus: Acquisition- and disposition-related expenses | 380 | 274 | 106 | 38.7 | % | |||||||||
(Less) plus: Other (receipts) charges, net(2) | (1 | ) | 1,790 | (1,791 | ) | N/A | ||||||||
CFFO available to common stockholders and non-controlling OP Unitholders | 11,020 | 8,294 | 2,726 | 32.9 | % | |||||||||
Net adjustment for normalized cash rents(3) | (382 | ) | (485 | ) | 103 | (21.2 | )% | |||||||
Plus: Amortization of debt issuance costs | 630 | 582 | 48 | 8.2 | % | |||||||||
AFFO available to common stockholders and non-controlling OP Unitholders | $ | 11,268 | $ | 8,391 | $ | 2,877 | 34.3 | % | ||||||
Share and Per-Share Data: | ||||||||||||||
Weighted-average common stock outstanding—basic and diluted | 19,602,533 | 15,503,341 | 4,099,192 | 26.4 | % | |||||||||
Weighted-average common OP Units outstanding(4) | 235,613 | 809,022 | (573,409 | ) | (70.9 | )% | ||||||||
Weighted-average total common shares outstanding | 19,838,146 | 16,312,363 | 3,525,783 | 21.6 | % | |||||||||
Diluted net (loss) gain per weighted-average total common share | $ | (0.125 | ) | $ | 0.146 | $ | (0.271 | ) | (185.4 | )% | ||||
Diluted FFO per weighted-average total common share | $ | 0.536 | $ | 0.382 | $ | 0.154 | 40.5 | % | ||||||
Diluted CFFO per weighted-average total common share | $ | 0.555 | $ | 0.508 | $ | 0.047 | 9.3 | % | ||||||
Diluted AFFO per weighted-average total common share | $ | 0.568 | $ | 0.514 | $ | 0.054 | 10.4 | % | ||||||
Cash distributions declared per total common share | $ | 0.534 | $ | 0.532 | $ | 0.002 | 0.4 | % | ||||||
Balance Sheet Data: | ||||||||||||||
Net investments in real estate, at cost(5) | $ | 794,769 | $ | 541,656 | $ | 253,113 | 46.7 | % | ||||||
Total assets | $ | 816,787 | $ | 565,119 | $ | 251,668 | 44.5 | % | ||||||
Total indebtedness(6) | $ | 513,799 | $ | 366,976 | $ | 146,823 | 40.0 | % | ||||||
Total equity | $ | 278,970 | $ | 181,053 | $ | 97,917 | 54.1 | % | ||||||
Total common shares outstanding | 21,224,961 | 18,462,219 | 2,762,742 | 15.0 | % | |||||||||
Other Data: | ||||||||||||||
Cash flows from operations | $ | 21,370 | $ | 10,408 | $ | 10,962 | 105.3 | % | ||||||
Farms owned | 111 | 85 | 26 | 30.6 | % | |||||||||
Acres owned | 86,535 | 73,205 | 13,330 | 18.2 | % | |||||||||
Occupancy rate(7) | 100.0 | % | 99.6 | % | 0.4 | % | 0.4 | % | ||||||
Farmland portfolio value | $ | 877,485 | $ | 617,866 | $ | 259,619 | 42.0 | % | ||||||
NAV per common share | $ | 11.41 | $ | 12.88 | $ | (1.47 | ) | (11.4 | )% | |||||
(1) | Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the period. |
(2) | Consists of net property and casualty (recoveries) losses and the cost of related repairs that were expensed as a result of damage caused by natural disasters on certain of our properties and, for the year ended December 31, 2018, only, the net impact of the incremental farming operations incurred by our taxable REIT subsidiary. |
(3) | This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and lease incentives and accretion related to below-market lease values, deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. The effect to AFFO is that cash rents received pertaining to a lease year are normalized over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned. |
(4) | Represents OP Units held by non-controlling OP Unitholders. |
(5) | 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. |
(6) | Consists of the principal balances outstanding of all indebtedness, including our lines of credit, notes and bonds payable, and our Series A Term Preferred Stock. |
(7) | Based on gross acreage. |
• | Eastern U.S. – Bill Frisbie at (703) 287-5839 or [email protected]; |
• | Midwest U.S. – Bill Hughes at (618) 606-2887 or [email protected]; or |
• | Western U.S. – Bill Reiman at (805) 263-4778 or [email protected], or Tony Marci at (831) 225-0883 or [email protected]. |
Total equity per balance sheet | $ | 278,970 | |||||
Fair value adjustment for long-term assets: | |||||||
Less: net cost basis of tangible and intangible real estate holdings(1) | $ | (794,769 | ) | ||||
Plus: estimated fair value of real estate holdings(2) | 877,485 | ||||||
Net fair value adjustment for real estate holdings | 82,716 | ||||||
Fair value adjustment for long-term liabilities: | |||||||
Plus: book value of aggregate long-term indebtedness(3) | 513,699 | ||||||
Less: fair value of aggregate long-term indebtedness(3)(4) | (514,233 | ) | |||||
Net fair value adjustment for long-term indebtedness | (534 | ) | |||||
Estimated NAV | 361,152 | ||||||
Less: fair value of Series B Preferred Stock(5) | (118,897 | ) | |||||
Estimated NAV available to common stockholders and non-controlling OP Unitholders | $ | 242,255 | |||||
Total common shares and OP Units outstanding(6) | 21,224,961 | ||||||
Estimated NAV per common share and OP Unit | $ | 11.41 | |||||
(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. |
(2) | As determined by the Company's valuation policy and approved by its board of directors. |
(3) | Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable) and the Series A Term Preferred Stock. |
(4) | Long-term notes and bonds payable were valued using a discounted cash flow model. The Series A Term Preferred Stock was valued based on its closing stock price as of December 31, 2019. |
(5) | Valued at the security's liquidation value. |
(6) | Includes 20,936,658 shares of common stock and 288,303 OP Units held by non-controlling OP Unitholders. |