| Item 2.02. |
Results of Operations and Financial Condition.
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Set forth below are certain preliminary estimates of the results of
operations of Gladstone Land Corporation (the “Company”) for the
three months ended September 30, 2020. These estimates
represent the most current information available to management
because the Company’s financial closing procedures for the quarter
ended September 30, 2020 are not yet complete. These estimates
are not a comprehensive statement of the Company’s financial
results for the three months ended September 30, 2020, and the
Company’s actual results may differ materially from these estimates
as a result of the completion of the Company’s financial closing
procedures, final adjustments and other developments arising
between now and the time that the Company’s financial results for
the three months ended September 30, 2020 are finalized. The
estimates for the three months ended September 30, 2020 are
not necessarily indicative of any future period and should be read
together with the “Risk Factors” sections of the Company’s Annual
Report on Form 10-K for the
year ended December 31, 2019, and Quarterly Reports on Form
10-Q for the quarters ended
March 31, 2020 and June 30, 2020. The preliminary
financial data included below has been prepared by, and is the
responsibility of, the Company’s management. PricewaterhouseCoopers
LLP (“PwC”), the Company’s independent registered public accounting
firm, has not audited, reviewed, compiled or performed any
procedures with respect to the accompanying preliminary financial
data. Accordingly, PwC does not express an opinion or any other
form of assurance with respect thereto.
The following reflects our preliminary net income, funds from
operations (“FFO”) available to common stockholders and
non-controlling holders of
common units of limited partnership interest in the Company’s
operating partnership (“OP Unitholders”), and lease revenues for
the three months ended September 30, 2020:
Net income for the three months ended September 30, 2020 is
preliminarily estimated to be between approximately
$1.4 million and $1.9 million.
FFO available to common stockholders and non-controlling OP Unitholders for the
three months ended September 30, 2020 is preliminarily
estimated to be between $0.14 per share and $0.16 per share.
Lease revenues for the three months ended September 30, 2020
is preliminarily estimated to be between approximately
$13.6 million and $14.3 million, including participation
rent amounts of between approximately $0.8 million and
$1.1 million.
The following table provides a reconciliation of the preliminary
estimated range of the Company’s FFO available to common
stockholders and non-controlling OP Unitholders for the
three months ended September 30, 2020, to the most directly
comparable Generally Accepted Accounting Principles in the United
States (“GAAP”) measure, net income available to common
stockholders and non-controlling OP Unitholders. As part
of the reconciliation of estimated FFO, a non-GAAP measure provided
for the quarter ended September 30, 2020, the Company has included
an estimated range of the nearest GAAP measure, net income and
related adjustments, based on its preliminary estimates for the
corresponding period. The Company’s preliminary estimates are not
complete and the figures provided in the reconciliation are subject
to significant change based on a number of factors, and are
provided solely for purposes of the reconciliation, and not for any
other purpose. Investors are cautioned not to rely on these figures
for any investment-related decision. The actual net income,
determined in accordance with GAAP, will be as presented in the
Company’s Quarterly Report on Form 10-Q and may be greater or less
than the current estimated range.
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Three Months Ended
September 30, 2020 |
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Net income
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$ |
1,449 |
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– |
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$ |
1,910 |
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Less: Aggregate dividends declared on preferred stock
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(2,361 |
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– |
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(2,361 |
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Net loss available to common stockholders and non-controlling OP Unitholders
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(912 |
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– |
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(450 |
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Plus: Real estate and intangible depreciation and amortization
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3,994 |
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– |
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3,994 |
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Less: Gains on dispositions of real estate assets, net
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(6 |
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– |
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(6 |
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Adjustments for unconsolidated entities
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5 |
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– |
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5 |
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FFO available to common stockholders and non-controlling OP Unitholders
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$ |
3,081 |
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– |
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$ |
3,542 |
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The Company believes that FFO available to common stockholders and
non-controlling OP
Unitholders is useful to investors because it provides investors
with a further context for evaluating the Company’s FFO results in
the same manner that investors use net income, in evaluating net
income available to common stockholders and non-controlling OP Unitholders. In
addition, because most real estate investment trusts (“REITs”)
provide this metric to the investment community, the Company
believes FFO available to common stockholders and non-controlling OP Unitholders is a
useful supplemental measure when comparing us to other REITs. The
Company believes that net income is the most directly comparable
measure to FFO under GAAP.
All preliminary estimates for the quarter ended September 30, 2020
are subject to revision as the Company prepares its financial
statements and disclosure for the three months ended September 30,
2020, and such revisions may be significant. Final figures will be
presented in the Company’s Quarterly Report on Form 10-Q for the
period ended September 30, 2020 and may be greater or less than the
current estimated range.
The information set forth in this Item 2.02 contains
forward-looking statements. These forward-looking statements may be
identified by their use of terms and phrases such as “estimate,”
“expect,” and other similar terms and phrases, and such
forward-looking statements include, but are not limited to, the
statements regarding the Company’s preliminary estimates of the
results of operations for the quarter ended September 30, 2020
and financial condition as of September 30, 2020. The outcome
of the events described in these forward-looking statements is
subject to known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from the
results anticipated by these forward-looking statements, including,
but not limited to the finalization of the Company’s financial
statements for the three months ended September 30, 2020.
Except as required by law, the Company undertakes no obligation to
update publicly any forward-looking statement made herein for any
reason to conform the statement to actual results or changes in the
Company’s expectations.
Pursuant to the rules and regulations of the Securities and
Exchange Commission, the information set forth in this
Item 2.02 is deemed to be furnished and shall not be deemed to
be filed.
