Greetings and welcome to the Gladstone Land Corporation First Quarter Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, David Gladstone, Chief Executive Officer. Thank you, sir. You may begin.

Well, thank you, Latonya. That was nice introduction. And this is, as she said, David Gladstone. We welcome you all to the quarterly conference call for Gladstone Land. Thank you all for calling in today. We appreciate you taking time out of your day to listen to our presentation. Before I begin, we are going to start with Michael LiCalsi. He is our General Counsel. And Michael, go ahead.

Thanks, David. Today’s report may include forward-looking statements under the Securities Act of 1933 and the Securities Exchange Act of 1934, including those regarding our future performance. These forward-looking statements involve certain risks and uncertainties that are based on our current plans, which we believe to be reasonable. The many factors may cause our actual results to be materially different from any future results expressed or implied by these forward-looking statements, including all the risk factors in our Forms 10-K and 10-Q and other documents that we file with the SEC. You can find them on our website, which is www.gladstoneland.com. Specifically, go to the Investors page or you can find them on the SEC’s website at www.sec.gov. And we undertake no obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Now, today we’ll discuss FFO, which is funds from operations. FFO is a non-GAAP accounting term defined as net income, excluding the gains or losses from the sale of real estate and any impairment losses from property, plus depreciation and amortization of real estate assets. Now, we may also discuss core FFO, which we generally define as FFO adjusted for certain non-recurring revenues and expenses, and adjusted FFO, which further adjusts core FFO for certain non-cash items, such as converting GAAP rents to normalized cash rents. And we believe these are better indications of our operating results and allow for better comparability of our period-over-period performance. Please visit our website once again, that’s gladstoneland.com, sign-up for our e-mail notification service. You can also find us on Facebook. Keyword there is the Gladstone Companies. We’re also on Twitter, and that’s @gladstonecomps. Today’s call is simply an overview of our results, so we ask that you review our press release and our Form 10-Q, both issued yesterday for more detailed information. Now, with that, I’m going to turn it back over to David Gladstone. David?

Okay. Thank you, Michael. I will start with a brief overview, as I always do. We currently own about 112,000 acres on 168 different farms and about 49,000 acre feet of water assets and we are currently increasing that. One acre foot is equal to about 326,000 gallons, so we’re nearly 16 billion gallons of water. This is protecting our land, because without water, the land is not worth much. And together, the land and all the water are valued at a total of approximately $1.5 billion. Our farms are in 15 different states, more importantly, in 29 different growing regions, and our water assets are all in California. Our farms are leased to 90 different tenant farmers and the tenants on these farms are growing 60 different types of crops, mostly fruits, mostly vegetables, and a lot of nuts. You can find all of these in the produce section of your grocery store, which is where most of these crops are sold. Let me just deviate here a minute. When we have diversification like this and we are well diversified. You have some problems in each of the regions. And so those are in the diversification that you are trying to maintain. For example, almonds and pistachios both have reduced demand, so prices are low today and it may take years for the balance to come back. Almonds are an international crop and people are not eating as many almonds as they did in the past and the price of producing almonds has risen due to inflation in farming cost. So, some people cannot afford to buy almonds and pistachios and that reduced demand makes it a problem for all our farmers in that area. And there are farms that have problems. For example, Michigan blueberries had a pretty…

Thank you, Dave, and good morning, everyone. I’ll begin by briefly going over our recent financing activity. We did not incur any new borrowings during the quarter, but we did repay about $16 million of bonds that matured. And on the equity side, we raised about $250,000 of net proceeds from sales of the Series E preferred stock during the quarter. Now moving on to operating results. For the first quarter, we had net income of about $13.6 million and net income to common shareholders of $7.4 million, or $0.21 per share. Adjusted FFO for the current quarter was approximately $5.1 million, or $0.143 per share, compared to $5.9 million, or $0.166 per share in the prior year quarter. Dividends declared per common share were $0.14 in the third quarter compared to $0.138 in the prior year quarter. Primary drivers behind a decrease in AFFO were the lost income from the farm we sold in January and a decrease in the revenues associated with certain properties that were either vacant or on non-accrual status during portions of the quarter. This was partially offset by decreases in certain operating expenses during Q1 2024. Fixed base cash rents decreased by about $1 million on a year-over-year basis. That’s primarily due to the reasons just mentioned, that is the lost revenues from the farm we sold and certain other workout properties. This decrease is partially offset by additional rents earned from capital improvements we made on certain of our farms. Participation rents decreased by about $200,000 during the current quarter. This is really just due to the timing of when a certain information about crop sales is made available to us. As of filing, we had not yet received enough information to record certain participation rent amounts during the first quarter, so we’ll…

Thank you, Lewis. We continue to stay active in the market should good opportunities present themselves, but many of these farmers will just wait it out. They’re not going to sell their farm at a discount, which they would need to do in today’s market. So prices of farms have not decreased. Some of them have a little bit, but need to decrease a lot so that we don’t have as much problems renting them out. Interest rates are still too high today, but we’re hopeful that rates will be lower by this fall so that we can start buying more farms again. And just a final note I’d like to make. We believe that investing in this farmland and the farming crops that contribute to the health of the lifestyle, such as fruits and vegetables and nuts, follows the trend that we’re seeing in the market today. So we are in good shape on that area of selecting where we’re going to put our money. Overall demand for prime farmland, growing berries and vegetables, certainly that side is stable to strong, and almost all the areas where we farm are located, particularly along both the coast – east cost and west coast, the east coast of Florida and the west coast of California. This is where the good farmland is for us. And please remember that purchasing stock in this company is a long-term investment in farmland. It’s similar to other hard assets such as gold. Farmland dirt that just stays where it is and continues to produce is wonderful. And as long as we have water in California, I think we’re going to be in good shape. A lot of things are being driven by urban developers, especially California and Florida, where we have many farms. And unlike gold and other alternate assets, this is an active investment with cash flows to investors. And we believe we’re better than a bond because bonds – don’t, you don’t get the bond interest rate going up on the existing bonds. So we’re expecting inflation, particularly in the food sector to continue to increase over time. And we expect the values of the underlying farmland to increase as a result. We expect this especially to be true in fresh produce and on the food sector. And the trend of more people in the U.S. eating healthy foods continues to grow. So rather than may continue to explain what we’re doing, maybe we get some questions. Latonya, you want to come in and tell them how to do that?

Hi, we’re ready for the Q&A, please.

Thank you. [Operator Instructions] Our first question comes from Rob Stevenson with Janney. Please proceed.

Hi, good morning, guys. David, are all of the 14 of the Michigan farms leased to the same operator that you talked about as having the accident? or there are multiple operators in there?

There’s multiple, but I think it’s only two now. We’re down to two.

It was the same operator, but now we are working with a couple of different groups to lease, operate, and potentially sell down the road.

Okay. So all of the 14 Michigan farms that you talked about are blueberry farms?

Yes.

Okay. And then are all five of the California farms nut farms or is there something else in there as well that’s causing you issues?

No, it’s all nuts. Sorry to say it that way.

Okay. And then I guess lastly, just to wrap it up, what is the Washington farm growing that’s in the non-accruals?

That was cherries, apples, and wine grapes. We’re in the process of removing the permanent plantings and marketing it to either to be sold or leased as open ground or kind of like a new development project for a potential buyer.

Okay. And then I guess while we’re talking about what farms were growing, the Florida farm that you had the big gain on, what was that growing? Was that oranges or is that something else?

No, it was vegetable produce kind of stuff that you’d see in the grocery store. I don’t think there was lettuce there, but I think it was a lot of produce that you’d see in the grocery store in the produce section. It was a very nice farm. Unfortunately, you’re getting bombarded from the people in Mexico, and they can’t make as much money, so people wanted us to lower the rent, and we decided we wouldn’t play that game of trying to beat the people in Mexico. So we put it up for sale, and as you probably have guessed, there are a lot of people who want farmland in Florida because it’s being redeveloped. In fact, if you look around not too far from where that farm is, you’ll find a lot of new golf outing places. And just as a note, we have the big farm right next to this one, so there may be another one that comes along. We’ll see. It’s a different kind of farm, water farm, and the state of Florida is paying us to clean up the water that’s coming down there. So we’re in good shape on that. So we’ll have to keep that one for a while, but ultimately we may want to get out of that. And there are people that like having farmland that’s leased to Florida.

Okay. And then I guess to wrap up this topic, Lewis, the $750,000 impact from the 20 farms, is that spread relatively evenly on a per farm basis among the 20? Or is there certain of those farms that represent a disproportionate amount of that $750,000?

The nut farms would be weighted more heavily in terms of the income differential.

Okay. That’s helpful. And then I guess the other question I have is, you guys talked in detail about the water. You bought some more. You have a bunch of it on the books now. Does that get marked-to-market on a regular basis? And I guess the question here is, is it with all of the rain and everything in the aquifers full, is that water worth less today than if we were in a drought situation, and so that that’s going to fluctuate like securities mark-to-market on a quarterly basis, or is GAAP not treating it similarly?

No, these are being held at cost on our books, and the water we’ve acquired lately, including the cash amount we paid of about $130 per acre foot some of that we did get granted from a water district, so we didn’t pay any money directly for the water. But so on our books, including the cash we paid plus the income recognized as a result of receiving that water, I think it’s on our books for maybe $290 or $300 per acre foot. That is still below market, even in a wet year as we were last year, or average year as they’re calling it right now. But keep in mind that just a few years ago, water was trading regularly for between 1,500 to 2,000 plus per acre foot. So, that’s the time that we are really holding it for. It doesn’t mean we are going to sell it for that amount. We very well may keep it to use our own farms and make sure that our farms are optimizing their production potential. But even in an average or wet year, it’s – the rate that we are able to acquire water at as a result of some of these projects is still below market and will be just even that much more so better off during a drier critical years.

Okay. And then last one for me. How are you guys thinking about selective pruning in the portfolio? So, obviously, you may wind up selling some or all of the 20 farms that you talked about, etcetera, there that are having issues. But any other farms, similar to the Florida asset, which isn’t under any real duress, etcetera, that you guys are thinking about monetizing and either redeploying into something else or buying back stock or reducing debt or anything along those lines at this point, given the market prices for land in certain of your markets?

Well, if you pay us enough, we will sell it all to you. But it’s not, the prices aren’t that different. So, we aren’t out marketing right now. However, I do think that marketing on some of the farms that we have that we have identified, as we have talked about for you, to sell may tell us we should sell some other land as well. But we are not out there looking for sales every day. It’s an interesting market, Rob. I look at that and I see these farmers and you talk to them about selling the farm and to us, and they go back to two or three generations that they have owned the property. And so it’s like an emotional thing to make a sale. We are the same way. We have good farms, and it would be kind of silly to sell them if we can keep them rented and making money for us. That’s our business, holding farms and renting them out. So, probably not as desirous of some people who may want to just exit, but we are not going to go sell everything we have. There is, I believe, and no way of proving it today, a difference between what we are valuing these at and what we could get for them. But it’s not huge. These analysts – these brokers who buy and sell farms all the time are the people who know what the price of a farm is worth. Unfortunately, most of them have been hired by families that want to move the farm from dad to son or daughter. And as a result, they are looking for the lowest possible value for the farm. So, these guys that are in the valuation business have been trained to do very low-ball kind of values. That helps us when we are getting ready to buy something, but it’s not the true value. So, I don’t know if any of the farms that we own today are worth so much more than what they have been valued at. So, for us, if somebody came in and said, your farm’s worth a $1 billion, it’s sold. So, we are not in the business of buying and selling farms for capital gains, as are some other people. Did that answer your question, Bob?

Yes, David, that did and thank you very much.

Okay. Do we have any more questions?

The next question comes from John Massocca with B. Riley. Please proceed.

Good morning.

Good morning, John.

Maybe as I think about the farms you currently are operating or have under kind of the management agreement as opposed to a lease, what’s the likelihood of any of those moving to a more traditional lease here in the next couple of quarters, just given maybe where we are in terms of the growing season for whatever the affected farms are?

Yes. Your point, one, is very pertinent for that. People don’t buy farms when they are out of the season that they use. They like to buy it a month or so before their season starts. But we are into that, and we know things will come along as time goes on. So, if I had a farm that was going to be leased and we were holding it an operating business, we make that known to everybody so that we are all feeling the effects of leasing. And I think a lot of these farms, it – John, it just depends on what the economy does if you have an economy that’s rolling along and people have money, they will buy berries and they will buy nuts, but given the strength of the economy now and the lower end that eats berries and nuts, that’s one of the things they are not doing. They are not eating as much of those things as in the past. That’s not really true of strawberries, although berry prices have increased and a lot of other things have increased. But I don’t think that we are going to be out there trying to figure out a way to sell every single farm tomorrow, it’s just not our business.

Okay. I guess maybe as we think about for instance the other operating revenue line item, is the expectation that that is maybe not where it is in 1Q, but kind of notable for the next couple of quarters, just given you may have some operating farms in the portfolio here until 4Q?

John, a couple of things on that. First, that other operating revenue, that was not due to direct farm operating revenue. That was due to water that we got granted by a water district for allowing others to store water in our water banks. So, that was non-cash income based on our estimated fair value of the water credits we received through those projects. But to your question about the farms that are under operating management agreements, the revenue we expect to recognize from those in the next couple of quarters is going to be pretty – very minimal. Converting it to a lease – converting those properties to a standard lease versus just outright selling them, that’s something we are currently working through. I don’t know that we can put a probability of X percent will be leased, X percent will be sold. We are kind of, a lot of moving parts right now, talking with a few different groups, but the revenue recognized over the next couple of quarters from those operations, I would expect to be very minimal.

Okay. I appreciate the clarification there. And then as I think about – I think you mentioned you had – of the two tenants that are on a cash basis, one of them had paid either all or kind of partial rents. Was that in the quarter? Was that subsequent to quarter end, and how should I think about how much of maybe the annual rent owed would have been paid in that period?

So, of those properties, nothing was recognized in Q1 because the tenant who is current, his payments are due in May and November. So, we have recognized basically six months of that revenue, six months of revenue from those properties in Q4, nothing in Q1. And then his next payment is due this month, so assuming we do get those amounts, we will recognize those amounts in Q2. In total, that’s probably about $300,000 or $400,000 of revenue across all of the farms of that one tenant leases from us.

That’s per period, per kind of payment period or annually?

That is the six months amount. So, 2x that amount would be the annual rent amount from those farms.

Okay. And then with the California farm leases that are expiring in the quarter, I mean what percentage or what kind of amount of leases expiring this year does that make up?

So, what we – I think we said we have five leases expiring over the next six months. Two of those are on nut farms. However, I don’t know the exact percentage, but the majority of the – let me back up, I think five of those five leases, they make up about 9% of our annualized revenues. I don’t know the exact breakout, but more than two out of five leases, 40%, but more than 40% of that revenue is attributed to those nut farms. I don’t have that exact breakout right now, but it is more than half of that 9% of annualized revenue amount.

That’s helpful. And then kind of more big picture, I mean given some of the stress we have seen in the California market, you have had some bankruptcies. Are you seeing distressed maybe acquisition opportunities, things where you have corporate farmers that are in a lot of trouble or maybe even with all the risks associated with the current operating environment in California, it makes sense for you to acquire assets?

Well, we haven’t seen that many good purchases. There have been some huge bankruptcies, not us, not our people, but some people that we have seen going under, and they have been fire sales. We have seen one or two small farms that might be fire sales, but it really has not had the impact yet that you would expect, because many of these farmers are if you want to say it the right way, are just small businesses. And small businesses, especially in this environment, probably are impacted much more than large businesses because of the interest rates. We have farms that people will lend us money on. That’s not a problem for us. The agricultural banks are constantly talking to us about borrowing more money. And they love us because we have always paid our debt. So, as a result, we have not had the problem of the lack of money. We had the problem of the cost of money. And that’s true for all the small business people. If you look at small business America, the rates where they are today, including all the inflationary things that are going on, have hurt small businesses more than large businesses. If you are a big business, you have huge amounts of money that you are holding on to. So, John, I don’t know how to tell you how to judge that. We all spend, I mean I lie awake at night trying to say to myself, how is this quarter going to be, it’s a moving target of trying to figure out what’s going to happen in California. Florida is probably more stable than California, so we are glad of that because we have a lot of land in Florida. And as you know, the dirt doesn’t go away.…

No, that’s really helpful color. I appreciate it. And that’s it for me. Thank you very much.

Okay. Latonya, I don’t think we have any more questions, do we?

No more questions, back to you for closing comments.

Well, we are disappointed. We like people asking questions because we get to answer those, and hopefully it helps everybody understand the business we are in. And that’s the end of this conference, and we thank you all for calling in.

Thank you. This does conclude today’s teleconference. You may disconnect your lines at this time. Thank you for your participation and have a great day.