Revenue Recognition

9 Months Ended

Sep. 30, 2024

Revenue Recognition.

Revenue Recognition

Note 2—Revenue Recognition

Fixed Rent: The majority of the Company’s leases provide for rent payments on an entirely or partially fixed basis. For the majority of its fixed farm rent leases, the Company receives at least 50% of the annual lease payment from tenants before crops are planted, generally during the first quarter of the year, with the remaining 50% of the lease payment due in the second half of the year generally after the crops are harvested. Rental income is recorded on a straight-line basis over the lease term. Certain of the Company’s leases provide for tenants to reimburse the Company for property taxes and other expenses. These tenant reimbursements and rent payments are treated as a single lease component because the timing and pattern of revenue recognition is the same. This means that rental income is equal in all periods of the lease, calculated by adding all expected lease payments (including increases within the lease) and dividing by the number of periods, despite the cash rents being received in lump sums at the specific times as described above. The lease term generally considers periods when a tenant: (1) may not terminate its lease obligation early; (2) may terminate its lease obligation early in exchange for a fee or penalty that the Company considers material enough such that termination would not be probable; (3) possesses renewal rights and the tenant’s failure to exercise such rights imposes a penalty on the tenant material enough such that renewal appears reasonably assured; or (4) possesses bargain renewal options for such periods. Payments received in advance are included in deferred revenue until they are earned.

Variable Rent: Certain of the Company’s leases provide for a rent payment determined as a percentage of the gross farm proceeds in their entirety or above a certain threshold. Revenue under leases providing for variable rent may be recorded at the guaranteed crop insurance minimums and recognized ratably over the lease term during the crop year. Upon notification from the grain or packing facility that a future contract for delivery of the harvest has been finalized or when the tenant has notified the Company of the total amount of gross farm proceeds, revenue is recognized for the excess of the actual gross farm proceeds and the previously recognized minimum guaranteed insurance.

Fixed Rent and Variable Rent: Certain of the Company’s leases provide for a minimum fixed rent plus variable rent based on gross farm revenue.

The following table presents rental income that is disaggregated by revenue source for the three and nine months ended September 30, 2024 and 2023:

	For the three months ended				For the nine months ended
	September 30,				September 30,
(in thousands)	2024		2023		2024			2023
Fixed Farm Rent	$	8,156	$	8,492	$	24,983	$	25,896
Solar, Wind and Recreation Rent		612		627		1,888		2,098
Tenant Reimbursements		715		705		2,114		2,574
Variable Rent		270		313		514		516
	$	9,753	$	10,137	$	29,499	$	31,084

The Company’s leases generally have terms ranging from one to three years, with some extending up to 40 years (e.g., renewable energy leases). Payments received in advance are included in deferred revenue until they are earned. As of September 30, 2024 and December 31, 2023, the Company had $0.1 million and $2.1 million, respectively, in deferred revenue. Deferred revenue as of December 31, 2023 included a deferred gain of approximately $2.1 million in connection with the sale of two properties that occurred during the three months ended December 31, 2023, whereby the Company provided approximately $9.5 million of seller financing. During the nine months ended September 30, 2024, the Company collected the seller financing and recognized the gain on sale of approximately $2.1 million.

The majority of the Company’s revenue is derived from rental income. The Company elected an accounting policy to account for both its lease and non-lease components (specifically, tenant reimbursements) as a single lease component under Accounting Standards Codification (“ASC”) 842, Lease Accounting.

The following sets forth a summary of rental income recognized during the three and nine months ended September 30, 2024 and 2023:

	Rental income recognized
		For the three months ended				For the nine months ended
		September 30,				September 30,
(in thousands)		2024		2023		2024			2023
Leases in effect at the beginning of the year		$	8,202	$	9,394	$	25,572	$	29,676
Leases entered into during the year			1,551		743		3,927		1,408
		$	9,753	$	10,137	$	29,499	$	31,084

Future minimum fixed rent payments from tenants under all non-cancelable leases in place as of September 30, 2024, including lease advances when contractually due, but excluding crop share and tenant reimbursement of expenses, for the remainder of 2024 and each of the next four years and thereafter as of September 30, 2024 are as follows:

(in thousands)	Future rental
Year Ending December 31,	payments
2024 (remaining three months)	$	7,910
2025		25,205
2026		18,266
2027		8,238
2028		3,885
Thereafter		49,377
	$	112,881

Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only.

Crop Sales: For farms directly operated through the TRS, the Company records revenue from the sale of harvested crops when the harvested crop has been contracted to be delivered to a grain or packing facility and title has transferred. During the three months ended September 30, 2024 and 2023, revenues from the sale of harvested crops recognized were $2.6 million and $0.8 million, respectively. Revenues from the sale of harvested crops recognized for the nine months ended September 30, 2024 and 2023 were $4.2 million and $1.7 million, respectively. The cost of harvested crops sold was $1.6 million and $0.7 million, respectively, during the three months ended September 30, 2024 and 2023. During the

nine months ended September 30, 2024 and 2023, the cost of harvested crops sold was $2.9 million and $2.6 million, respectively. Harvested crops are recorded using the market price at the date the harvested crop is delivered to the grain or packing facility and title has transferred.

Other Revenue: Other revenue includes crop insurance proceeds, auction fees, brokerage fees, interest income, and property management income. Crop insurance proceeds are recognized when the amount is determinable and collectible. Crop insurance proceeds are generally received in lieu of crop sales on farms directly operated through the TRS. The Company generates auction revenue by contracting with a real estate owner to market and auction farm property. Successful bidders sign a purchase agreement immediately following the auction. Auction fee revenue is recognized upon completion of the auction. The Company generates real estate brokerage commissions by acting as a broker for real estate investors or owners seeking to buy or sell farm property. Revenue from brokerage fees is recognized upon completion of the transaction. Property management revenue is recognized over the term of the contract as services are being provided. The Company collects property management fees in advance of the commencement of property management activities on behalf of third parties and includes them in deferred revenue until they are earned over the life of the contract. Interest income is recognized on loans and financing receivables on an accrual basis over the life of the loans. Direct origination costs are netted against loan origination fees and are amortized over the life of the note using the straight-line method, which approximates the effective interest method, as an adjustment to interest income which is included as a component of other revenue in the Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023.

The following table presents other revenue that is disaggregated by revenue source for the three and nine months ended September 30, 2024 and 2023:

	For the three months ended				For the nine months ended
	September 30,				September 30,
(in thousands)	2024		2023		2024			2023
Auction and brokerage fees	$	168	$	46	$	539	$	550
Crop insurance proceeds		—		—		—		624
Property management income		247		234		736		656
Other (e.g., interest income)		533		386		1,767		1,271
	$	948	$	666	$	3,042	$	3,101