Greetings and welcome to the Gladstone Land's First Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. Please note, this conference is being recorded. I would now like to turn the conference over to your host Mr. David Gladstone, Chief Executive Officer and President. Thank you. You may begin.

Well, thank you, Devin. That was a nice introduction and this is David Gladstone and we welcome you to the quarterly conference call for Gladstone Land and thank you again for all of you coming into this conference call and listening. And we'll start off, of course, with Michael LiCalsi, he's our General Counsel and Secretary and he's President of Gladstone Administration, which is the administrator for all the Gladstone funds.

Thanks, David, and good morning. 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. Now, 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 risk factors in our forms 10-K, 10-Q and other documents we filed with the SEC. And you can find these on our website at www.gladstoneland.com. Specifically, go to the Investors page. You can always find them on the SEC's website that's 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. And now today we will discuss FFO and that's funds from operations. FFO is a non-GAAP accounting term, defined as net income excluding the gains and 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 then 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 all better indications of our operating results and allow better comparability of our period-over-period performance. Now please take the opportunity, once again, to visit our website gladstoneland.com, sign up for our e-mail notification service, so you can stay up-to-date on the company. You can also find us on Facebook. Keyword there is the Gladstone companies and our Twitter handle is @gladstonecomps. Today's call is an overview of our results, so we ask that you review our press release and Form 10-Q, both issued yesterday for more detailed information. Again, you can find them on the Investors page of our website. With that, I'll turn the presentation back to David Gladstone. David?

Okay. Thanks, Michael. As all of you know who are listening and from our press release yesterday, we currently own about 104,000 acres of farmland, 141 different farms and over $1.2 billion in valuation. Our farms are located in 13 different states and more importantly in 27 different growing regions. I noticed you guys saw in the Wall Street Journal that Mr. Gates owns 120,000 acres and is supposedly the largest farm owner. Well, move over Mr. Gates, we're coming through.

All right. Thank you, David and good morning, everyone. I'll begin with our balance sheet here. During the first quarter our total assets increased by about $67 million. This is primarily due to net proceeds received from stock issuances, which have yet to be fully invested. From a financing perspective during the first quarter, we secured about $10 million of new long-term bonds at a weighted average rate of 2.96%, which is fixed for the next eight plus years. In addition in January, we raised about $58 million of net proceeds through the issuance of a new 5% Series D term preferred stock, which is traded on NASDAQ under the ticker LANDM. And in February, we used about $29 million of those proceeds to redeem our Series A term preferred stock, which carried a coupon of 6.375% and had a mandatory redemption date of September 2021. On the equity side since the beginning of the year, we've also raised about $16 million of net proceeds from the sales of our Series C preferred stock. And over the same time period, we've also raised about $59 million of net proceeds through sales of our common stock under the ATM Program. Our current ATM Program originally allowed for $100 million of sales which we have since sold out of. So we will likely be looking to increase the size of the ATM Program soon. Moving on to our operating results. First I'll note that for the first quarter we had net income of about $554,000 and a net loss to common shareholders of $2.2 million or $0.082 cents per common share. On a quarter-over-quarter basis, adjusted FFO for the first quarter was approximately $4.7 million, compared to $3.6 million in the fourth quarter of 2020, an increase of about 31%. And AFFO per share was $0.174 in the first quarter versus $0.147 in the previous quarter, an increase of about 18%.

Okay. Thank you, Lewis. Nice report. I know all of you out there are always asking do you have a lot of things you're going to buy and grow? Well, we continue to see a good amount of buying opportunities coming our way and we hope, we'll be able to announce some additional acquisitions in the coming months. As you can imagine, certain aspects of our due diligence process have ended up taking a long. long time due to the various travel restrictions or office closures. Due to the various government restrictions related to COVID-19, many of the government offices will only let one person in at a time into that building. But hopefully most of these restrictions will start lightening up soon and that will allow us to move a little quicker than we've been doing in last year. And just a few final points, we still believe that investing in farmland and growing crops that are contributing to a healthy lifestyle such as the ones we have fruits, vegetables and nuts follows a strong trend we're seeing in the markets that we service today here in the United States. Currently, about 85% of our total crop revenue comes from farms growing types of food that you can find either in the produce section or the nut section of your local grocery store. We consider these foods to be among the healthiest type of foods and we continue to see growing trends toward organic among our foods. And about 40% of our fresh produce acreage is either organic or transitioning to become organic. We like that trend. And over 10% of our permanent crops fall into the organic category. And we hope to add to that during the next year. We believe, the organic section is continuing to be…

At this time, we'll be conducting a question-and-answer session. Our first question comes from the line of Nate Crossett with Berenberg. Please proceed with your question.

Hey good morning guys. Maybe you could just speak to the current pipeline a little bit more. I know you guys don't give formal guidance but what are kind of the main puts and takes in the pipeline right now? Is there anything under PSA? And I think historically you've tried to do about $200 million a year or so. Do you think that that's achievable this year?

Well, I wish I could answer that in a better way for you so you could put it into your model and project where we're going to be at the end of the year. We try to do that every year. But unfortunately buying farms is not an easy process. And so as a result, I can't give you much more than that. How much do you have in your backlog?

We've got about $150 million of deals that we're looking at various stages not all of those are under signed PSAs. Maybe half or two-thirds of those are under PSAs right now. But we're still going through the diligence process on all of them. Hopefully, we'll be able to close on most if not all of these over the next couple of quarters Q2 and Q3, but of course no guarantees.

We really don't know what's going on with the government. They're talking about increasing capital gains which would hit these people that's talking about reducing how much you can transfer to your -- toward your relatives or giveaway and it's really unsettling time for us with regard to taxes on people. We are hoping that some people who lose the ability to do a 1031 exchange will take our UPREIT shares and that's a non-taxable transaction in most cases and be enjoying like you are dividends coming in every month. Next question?

Yes. So, I was going to say is the OP Units a bigger part of the conversation when you're working on deals because of all the potential tax changes?

Well, it certainly helped us closing last December people wanting to get their deal done in 2020 rather than risking with the new administration. I don't know this new administration could do something silly like some of the past presidents have done. If you remember back in the days of some of the presidents they would not enact these until about now or later in the summer but they'd be retroactive back to the 1st of January. So, you can't plan not knowing what they're going to do. And it's just one of those periods of time with a lot of indecision by people of not knowing whether they should do it now wait, listen, and see what goes on in the next six months. So, I wish I could be better -- it would help me a lot more if I could be more projection accuracy, but I can't give you more than that.

Okay, that's fine. Maybe you could just touch on pricing trends. I mean I think cap rates of what you've done so far this year is a little bit lower than what you did in 2020. Is there anything that we would note there or is it just deal-specific? And are you seeing any kind of increased competition?

We haven't seen much in the way of competition. There are people out there trying to buy farms, but they don't have people on the ground. And we found the farmers in California and Florida to be very protective of their information and not willing to go out and give it to just anyone. We are a known quantity buying in those areas so they feel comfortable with us and I think that will continue. As far as being able to figure out which way the winds are blowing on taxes, I just don't know. And I think that will have a big part of determining whether people go with us or just sit tight for the next 10 years. You don't know what a farmer is going to do. But as you know the average farmers are about 58 years old now and they don't have any way of getting out of what they're doing without doing something with someone like us or the farmer next door. That's usually what happens. Joe might say to himself, I'm going to sell my farm. And he tells Ben next door that he's going to sell his farm. And Ben says, well, I'd like to buy it and it gets sold that way. And it never goes into some kind of listing anywhere. It doesn't have any broker. So you've got to have your ear to the ground. You've got to know what's going on in that community in that growing area in order to get a shot at it. And I think we've now risen to the level in everybody's mind that's out there thinking about selling. We get a lot of inbound calls on that now. So I think we're in a position to grow fast, but I just don't know what people are going to do at this point. And I think if the government will determine what they're going to do on taxes, it will help everything come loose and people will determine what they're going to do. It's a delicate area right now. About half the farms that are -- I think it's 80% or so of the farms are still in individual hands. And about half of those are not even farmed by the individuals they're leased out. We'd love to buy those. We just become the new landlord in those cases. So it's been a good way of growing and it's a little hard to do anything at this point in time in terms of projections. We just keep hunkering down and working with people. And as time goes on I think we'll get a lot of opportunities this year.

Okay. Thank you.

Next question?

Our next question comes from the line of Rob Stevenson with Janney Montgomery Scott. Proceed with your question.

Good morning, guys. I forget how much of your portfolio is appraised in any given year. But within the portfolio where are you guys seeing the biggest jumps in value on appraisals in terms of geography and crop types?

So Rob, we get each property appraised at least once a year. Now once every three years, we have a full appraisal. And the years in between we will have desk appraisals, all performed by the same groups -- the same group is performing both the full appraisals and the desk appraisals. And lately, we've seen pretty decent jumps in -- like Salinas, Watsonville area of California. Florida has continued to appreciate at a pretty good pace. The Midwest Fort has stayed relatively flat though as we continue to get those properties appraised in the next 12 months. If trends continue that could change. Southern California, it has been flat to down a couple of percentage points over the past year or so. I mean those are the main areas we're seeing with jumps.

Okay. That's helpful. And then has Gladstone Acquisition made any investments yet, or is there anything in the pipeline that's teed up for them if it closes?

No. We haven't closed yet. And you may know that if you're raising a SPAC, you can't do any negotiations before you get the first tranche of money in. So we're sort of sitting on the sidelines waiting for all of these things to clear. The SEC has been involved in the SPAC business pretty heavy handedly during the last I don't know six months. So as a result things have slowed down, Rob, and I don't know when we'll get out on the road and be able to do something. We know some people that want to do a transaction, but we're not talking with them or negotiating as provided by the SEC's regulation.

Okay. And then I mean in terms of that vehicle was -- are you anticipating that there's going to be good size in that? Is that why you just didn't do a taxable REIT subsidiary because you couldn't -- you were going to hit a limit there?

Yes. That's one reason. The second reason is that I'm averse to doing taxable REIT subsidiaries simply because they can end up getting you in trouble. And as you know Rob, it's -- if you flunk the test you can't become a REIT for five years. So we've avoided any chance of that kind of nuclear thing going on inside of our company. Our company is big and strong now. There's no reason to take unusual risk and taxable REIT subsidiaries is that kind of situation. So I'm hopeful that we can buy the land and buy the business in the SPAC, but that would be the ideal way to do it because then you would not have the SPAC somehow competing with some of our tenants.

Okay. And then lastly for me Lewis a couple of numbers questions. I don't know if I missed it in your comments but where did the $2.2 million of other income in the first quarter come from? And is that a onetime thing, or is a portion of that recurring?

It's recurring annually. So this is interest patronage or kind of refunded interest from our Farm Credit loans. I think last year -- it's generally recorded in the first quarter of each year. It has increased over the past few years as we do more -- secure more loans from Farm Credit. I believe last year Q1 of 2020 we add about $1.3 million and then we had another $300,000 in Q3 of last year. So $1.6 million about total in 2020 and $2.2 million this year. It's not recurring quarterly, but we would expect this amount to come in more or less maybe a little bit higher or lower depending on the amount of loans we have in Q1 of each year.

Okay. So is there a Q3 corresponding like last year, or is this basically the bulk of it for 2021?

We are not expecting anything more in 2021. Last year was a result of -- so usually we have all the interest that we accrued during 2020. We'll get a portion of that refunded in Q1 of 2021. Now, last year with COVID and everything going on, a lot of certain Farm Credit associations made the decision to pay out a portion of that patronage early. So, if it wasn't kind of any unique year that $300,000 would have been received in this Q1 as well. They just paid out a portion of it early.

Okay. And then last one for me. The shares and units outstanding today given the second quarter issuance is that roughly $29.5 million somewhere in that ballpark?

Yes. That's correct.

Okay. Perfect. Thanks guys. Appreciate the time.

Okay. Next question please.

Our next question comes from the line of John Massocca with Ladenburg Thalmann. Please proceed with your question.

Good morning, everyone.

Good morning, John.

So, maybe going back to kind of the valuation on kind of the in-place portfolio. You've seen some pretty good upward momentum in kind of commodity-based farms in the Midwest, particularly. Are you seeing that same kind of upswing in kind of farm valuations for the more kind of fresh produce type farms that make up the bulk of your portfolio?

Yes. We see that mainly be driven by the desire to lock up farmland. There are people that are growers out there and they realize that they don't lock it up, they'll miss it. And so, they come in guns ablazing and we're able to push the rents up some, but you can't push the rents beyond a certain point or they can't make money. Rent is one of their big costs. And so as a result, as we've worked with these farmers, not ripping them off has been a very, very smart strategy. And so we don't push the numbers probably as hard as we could. But quite frankly, we'll get all of that money that we leave on the table over time, because we own the property and they need it to grow fruits and vegetables. So you're right, the Midwest has changed dramatically simply because of the drought in Argentina and Brazil. Those guys can't produce what they produced in past years. Ukraine is doing well and we're doing okay. Most of the farmers today in the Midwest are selling or have sold most of the things they think they're going to grow for the year. So it's going to be a very profitable year for people who are growing corn and wheat. But I think it may only be for that one year. And then next year, you go back to people competing with each other. They have a good rainstorm in Brazil. They'll produce a lot of corn. Same thing happens here. And all of a sudden you've got oversupply and prices dropping. But the prices have gone up dramatically for all those grains. And I think most of the guys have sold their corn on the exchange. So, they've gone to the Chicago exchange…

But, I mean just in terms of the price kind of rises, we've seen with wheat and some of the other commodities. Are you seeing those in kind of the berries or even some of the nuts or any of those kind of produce, that's more typical of what's in your portfolio today? And then, in that kind of same line of questioning, does that impact how you see participation rents going forward?

Yes, it will impact participation rents, but we don't see big changes out there. If you looked at the price of berries that are being delivered in New York, I just looked and some of the delivery prices out there for the large strawberries are $20 to $22, a package that we see. And you haven't seen that in a long time. But on the other hand, if you're just delivering the same berries that you've delivered in the past, it's still $12, $14, $15. And so, there hasn't been any huge change like in corn, for example. I think corn went from $3.50 a bushel to about $6 a bushel and so that's a massive change. And we haven't seen that in our area, simply because we've been steady all along and have been able to deliver berries, blue berries. In the nut side of the business, almonds have been the biggest area of things going on. As you may know China buys a lot of almonds. There are a number of almond growers that are fairly large. They dominate the almond industry. And so as we see that transaction going on there haven't been huge movements in the price of almonds. I don't think we're in that business where there are big changes like there is in the valuations that go on with regard to corn and wheat. Those areas are dominated by supply and demand. And if supply is great prices are very low. On the other hand if you get somebody who's in trouble like I don't know it was about eight years ago that people in Russia were not able to grow and so prices went through the roof. It's a boom or bust kind of situation. And so it's not a good thing to…

Okay. That's understood. And then one quick one on the balance sheet, leverage came down a little bit quarter-over-quarter, obviously, and probably will -- I mean quarter-to-date at this point in 2Q given you fully funded the acquisition with equity raising on the ATM in 2Q. I mean is this newer lower leverage level maybe the run rate going forward, or is some of the activity on the ATM more just creating some dry powder to deploy as more of the pipeline comes to fruition over the course of the year?

Yeah. What we see going on and it's our judgment of what's going on is best for the company of course. And at this point in time, debt is extremely cheap from Farm Credit and others in the lending business and we've taken advantage of that. We get 60% to 70% in some cases of how we're going to finance our properties. And then on the equity side, it's been very nice to have sold as many shares as we've sold. Our CFO is dancing around, because he's got so much money. Usually we'd be pretty tight that is -- he's free. He doesn't have another closing because he's got money. Right now he's ready to close and he's flogging the troops to close the deals now that he's got so much cash. And we've been very blessed in terms of being able to sell common stock under the ATM and also to borrow money from our banking group that we deal with about eight to 10 banks. And so at this point we feel very good about it. We have not had a huge run on our non-traded area. So we haven't raised much money there at a higher price. So we're in great shape in terms of being able to meet any closings that come up. And I think they will. I think you'll see if we closed what's in the pipeline and being worked on right now, we'd wipe out all of the cash that we have and have to borrow as well. We've not taken down some debt in some cases, just because we didn't really need to do that, in order to close the deals but we'll be back in the debt marketplace. And the banks and all of those folks seem to be very willing participants in what we're trying to do.

Okay. That's answers all my questions. Thank you very much.

All right. Operator, we have another question?

Yes. Our final question comes from the line of Craig Kucera with B. Riley. Please proceed with your question.

Hi. Good morning guys. Most of my questions have been answered already, but I do want to circle back to a couple. Just first I'd like to talk about pricing. I think last year you bought at about a 5.5% cap, and I think year-to-date you've done anything from sort of just inside of a 5% to 5.3%. As we think about 2021, and the pipeline of assets you're currently looking at, should we expect to see yields that are maybe compressed 25 to 50 basis points throughout the year, or any color there would be helpful.

I don't think so. I think sometimes we run into situations where we have to give a little bit on our standard policy of getting 5.5%. You have to give a little bit in order to get a deal done. But Craig, you know how the world works. If you're doing a 10-year lease and it goes up by 1% a year, you may start off at 5%. But as time goes on, it's going to go up. And the way, the accounting people, make you account for that is you have to add up all those 10 years and divide by 10, in order to get the average. And that's what goes into the discussion we're having now is that number. So I think we're in great shape to do that. Also some of those that may look a little bit low have got some kicker in them someplace that is they participate in the harvest or they have a repricing at the end of three to five years. And frankly, most of those re-pricings I don't know why all of those farmers don't sign-up for that because quite frankly we haven't had that much luck in having farm price -- farm rents go up by much in re-pricings. So, I think -- and that has to do with the fact that we start off in some marketplace higher than most. There are people that will -- especially a family that no longer farms it and they're just counting on that for money coming in. We'll re-price at 3% cap rates. And so we compete against them. There aren't many of those. And as time has gone on, we've seen people who own farms end-up selling those farms simply because, the children of those people who own it don't really want to be in the farming business, and don't even want to own a farm even though it's rented out. So how are you going to keep them down on the farm once they've seen cash? I say it's a nice feeling to have a place to go and remember things. But generally speaking people who are selling farms these days, rather than keeping them as investments.

And Craig, just to add to that, I think the lower cap rates for us so far this year, a little bit more circumstantial. We had one sought farm right around 5% which is kind of norm for that. The facility, we acquired that was -- the depressed cap rate in year one was more due to an adjustment on the OP Unit issuance price versus the fair value at the time of closing. And -- excuse me all the farm we acquired right in right at the quarter end in April the year one cap rate of 5.3%, but kind of what a to what David was talking to was the annual escalations. It's a 15-year lease. Year one negotiation was a bit of a unique circumstance as well. But over the straight line -- over the term of the lease the straight-line rent cap rate is about 6.7%. So it's in line with what we're looking at. But I think, overall this year compared to last year it's not indicative of any decrease in cap rates. It's more region-specific and kind of even more so just deal-specific.

Got it. No, I appreciate the color, and just one more for me. As we think about how to encapsulate the potential upside from all the participation rents that you have, as you've done more-and-more leases on that front over the past couple of years. If we are in an environment where, let's say, all of your crops increased 10% in value this year, how does that translate to land? I think last year you did $2.4 million in participation rents, but if we did see a nice sort of even increase across the board what would that mean?

Well, it certainly would mean the participation rents are going up in total number for the simple reason that we have additional farms who have participations as part of their lease. And so you're going to see that as long as we keep adding to it. There haven't been that many places that didn't give us a good return in terms of participation rents prior years that have gone down. We've got some, but most of them have gone up. If they gave us $2 million last year, maybe it's going to be $3 million or $4 million this year. I mean, that's my guess. We don't know until much later in the season. I mean, people are still planting stuff. So it's really hard to know what's going to happen until you've been in the business for many years and all of a sudden, there's a freeze. We lost -- one of our cherry growers lost most of the blossoms on their trees this year. They're not going to have any income. Now they'll pick up something in insurance, but as a result of that I don't think we're going to get much in the way of any kind of added amount out of those kind of people. It's -- because we're in so many farms, in so many different areas to try to generalize and say over the entire portfolio x is going to happen really difficult to do that. But my guess is our upside in participation rents are going up for two reasons. One the one you mentioned that is if rents and sales and pricing goes up, the participation rents will go up. We participate in that. And on the other hand participation rents are -- there's just more of them in our portfolio now. We love it. It sort of saves us some years where we didn't get as much income as we thought because we didn't start out with as much. This year we're starting out with a lot more, as you know we closed a lot last year. So Craig, I can't -- I wish I could help you with your model, but I can't.

That's right. I appreciate the color anyway. Thanks.

Okay. Anybody else have question in the telephone line there?

There are no further questions at this time. So I'll pass the floor back over to Mr. Gladstone for any closing comments.

Okay. Thank you all for calling in. Maybe next time you'll have a lot more questions for us and we can have more fun answering them. Thanks for calling in. That's the end of this call.

This concludes today's teleconference. You may now disconnect your lines at this time. Thank you for your participation and have a wonderful day.