UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
☑
☑		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 ~~2017~~, 2023


☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36405

FARMLAND PARTNERS INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland		46-3769850
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

4600 South Syracuse Street, Suite 1450 Denver, Colorado		80237
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code ~~(720)~~ (720) 452-3100

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name Of Each Exchange On Which Registered
Common Stock, $0.01 par value per share		New York Stock Exchange
~~6.00% Series B Participating Preferred Stock, $0.01 par value per share~~		~~New York Stock Exchange~~

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ ~~No☑~~ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☑ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☑☐

Non-accelerated filer ☐

~~(Do not check if a smaller reporting company)~~☑

Smaller reporting company ☐☑

Emerging growth company ☑☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of June 30, ~~2017,~~2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately ~~$290,922,226~~$536,808,999 based on the closing sales price of ~~$8.94~~$12.21 per share as reported on the New York Stock Exchange. (For purposes of this calculation all of the registrant’s directors and executive officers are deemed affiliates of the registrant.)

As of ~~March 1, 2018,~~February 23, 2024, the registrant had ~~33,334,849~~48,028,438 shares of common stock ~~held by non-affiliates of the registrant outstanding for an aggregate market value of $255,678,292 ($292,029,275~~(49,231,777 on a fully diluted basis, including ~~4,739,372~~1,203,339 Common ~~units~~Units of limited partnership ~~interest~~interests in the registrant’s ~~operating partnership) based on the closing sales price of $7.67 on the New York Stock Exchange on March 1, 2018 . As of March 1, 2018, a total of 33,334,849 shares of our common stock were~~Operating Partnership) outstanding.

Documents Incorporated by Reference

Portions of the registrant’s Definitive Proxy Statement relating to its ~~2018~~2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. The registrant expects to file its Definitive Proxy Statement with the Securities and Exchange Commission within 120 days after December 31, ~~2017.~~2023.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make statements in this Annual Report on Form 10-K that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). These forward-looking statements include, without limitation, statements concerning pending acquisitions and dispositions, projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results, future stock repurchases and other transactions affecting our capitalization, our dividend policy, future economic performance, crop yields and prices and future rental rates for our properties, ongoing litigation, as well as statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. When we use the words “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” or similar expressions or their negatives, as well as statements in future tense, we intend to identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance, and our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: the ongoing war in Ukraine and the conflict in the Middle East and their impact on our tenants’ businesses and the farm economy generally, changes in trade policies in the United States and other countries who import U.S. agricultural products, high inflation and increasing interest rates, the onset of an economic recession in the United States and other countries that impact the farm economy, extreme weather events, such as droughts, tornadoes, hurricanes or floods, the impact of future public health crises on our business and on the economy and capital markets generally, general volatility of the capital markets and the market price of our common stock, changes in our business strategy, availability, terms and deployment of capital, our ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all, availability of qualified personnel, changes in our industry ~~interest rates~~ or the general economy, the degree and nature of our competition, the outcomes of ongoing litigation, our ability to identify new acquisitions or dispositions and close on pending acquisitions or dispositions and the other factors described in the risk factors ~~included~~described in Item 1A, ~~herein~~“Risk Factors” of this Annual Report on Form 10-K and in other documents that we file from time to time with the ~~Securities and Exchange Commission (the “SEC”).~~SEC. Given these uncertainties, ~~contained or reflected in forward-looking statements,~~ undue reliance should not be placed on such statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking ~~information,~~statements, except to the extent required by law.

Summary Risk Factors

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. The following is an overview of the most significant risks to which we are exposed in the normal course of our business and which are discussed more fully in “Item 1A. Risk Factors” herein. These risks include, but are not limited to, the following:

•

Our business is dependent in part upon the profitability of our tenants' farming operations, and a sustained downturn in the profitability of their farming operations could have a material adverse effect on the amount of rent we can collect and, consequently, our cash flow and ability to make distributions to our stockholders.

•

We have a substantial amount of indebtedness outstanding, which may expose us to the risk of default under our debt obligations, restrict our operations and our ability to grow our business and revenues, and restrict our ability to pay distributions to our stockholders.

•

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

•

Increases in benchmark interest rates will increase our borrowing costs, which will negatively impact our financial condition, results of operations, growth prospects and ability to make distributions to stockholders.

Table of Contents

•

Increases in interest rates will increase our tenants’ borrowing costs and may make it more difficult for them to obtain credit.

•

Global economic conditions, including inflation, supply chain disruptions and trade policies affecting imports and exports, could adversely affect our and our tenants’ operations.

•

Approximately 70% of our portfolio is comprised of properties used to grow primary crops such as corn, soybeans, wheat, rice and cotton, which subjects us to risks associated with primary row crops.

•

Our farms are exposed to the possibility of extreme weather events, such as droughts, tornadoes, hurricanes and floods, which could damage the farmland and equipment, adversely affect crop yields and the ability of farmers to pay rent to us or adversely impact the financing of such properties.

•

Investments in farmland used for permanent/specialty crops have a different risk profile than farmland used for annual row crops.

•

Our failure to continue to identify and consummate suitable acquisitions would significantly impede our growth and our ability to further diversify our portfolio by geography, crop type and tenant, which could materially and adversely affect our results of operations and cash available for distribution to our stockholders.

•

We do not intend to continuously monitor and evaluate tenant credit quality, and our financial performance may be subject to risks associated with our tenants' financial condition and liquidity position.

•

Our short-term leases make us more susceptible to any decreases in prevailing market rental rates than would be the case if we entered into longer-term leases, which could have a material adverse effect on our results of operations and ability to make distributions to our stockholders.

•

We depend on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all, which could limit our ability to, among other things, acquire additional properties, meet our capital and operating needs or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

•

Laws in certain states where we own property prohibit or restrict the ownership of agricultural land by business entities, which could impede the growth of our portfolio and our ability to diversify geographically.

•

We may be subject to unknown or contingent liabilities related to acquired properties and properties that we may acquire in the future, which could have a material adverse effect on us.

•

We may be required to permit the owners of certain third-party access rights on our properties to enter and occupy parts of the properties, including owners of mineral rights and power generation and transportation infrastructure, which could materially and adversely impact the rental value of our properties.

•

We have previously been subject to, and may in the future be subject to, litigation or threatened litigation, which may require us to pay damages and expenses or restrict the operation of our business.

•

Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.

Table of Contents

•

Our charter contains certain provisions restricting the ownership and transfer of our stock that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

•

We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval, which may delay, defer or prevent a transaction that our stockholders believe to be in their best interests.

•

Our Board of Directors may change our strategies, policies and procedures without stockholder approval.

•

Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management.

•

Failure to maintain qualification as a REIT for U.S. federal income tax purposes would subject us to U.S. federal income tax on our taxable income at regular corporate rates, which would substantially reduce our ability to make distributions to our stockholders.

•

Complying with the REIT requirements may cause us to forego otherwise attractive opportunities or sell properties earlier than we wish.

•

We may be unable to make distributions at expected levels, which could result in a decrease in the market price of our common stock.

•

We are subject to risks associated with public health crises, such as pandemics and epidemics, which may have a material adverse effect on our business. The nature and extent of future impacts are highly uncertain and unpredictable.

Table of Contents

PART I

Item 1. Business

Our Company

~~References to “we,” “our,” “us” and “our company” refer to~~ Farmland Partners Inc.~~, a Maryland corporation, together with our consolidated subsidiaries, including Farmland Partners Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”~~ (“FPI”), collectively with its subsidiaries, is an internally managed real estate company that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America. FPI was incorporated in Maryland on September 27, 2013. FPI elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of ~~which we are~~the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended December 31, 2014.

FPI is the sole member of the sole general ~~partner.~~

We ~~are the largest public farmland real estate investment trust~~partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in the nation, with a portfolio spanning approximately 166,000 acres across 17 states. Our company is currently diversified across more than 100 tenant farmers who grow more than 26 major commercial crops. ~~As of the date of this Annual Report~~Delaware on Form 10-K, approximately 75% by value, of the acres in our portfolio are used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, and approximately 25% by value, of the acres in our portfolio are used to grow specialty crops, such as almond, citrus, blueberries, vegetables and edible beans. In addition, under the FPI Loan Program, we make loans to third-party farmers (both tenant and non-tenant)secured by real estate to provide partial financing for working capital requirements and operational farming activities, farming infrastructure projects, and for other farming and agricultural real estate related purposes.

September 27, 2013. All of ~~our~~FPI’s assets are held by, and ~~our~~its operations are primarily conducted through, the Operating Partnership and ~~its~~the wholly owned ~~subsidiaries.~~subsidiaries of the Operating Partnership. As of December 31, 2023, FPI owned a 97.6% interest in the ~~date of this Annual Report~~ ~~on Form 10-K,~~ ~~we own 87.6% of the~~Operating Partnership. See “Note 9—Stockholders’ Equity and Non-controlling Interests” for additional discussion regarding Class A Common units of limited partnership interest in the Operating Partnership (“Common units”) ~~and none of the~~, Series A preferred units of limited partnership interest in the Operating Partnership (“Series A preferred units”) and Series B participating preferred units of limited partnership interest in the Operating Partnership (“Series B participating preferred units”). Unlike holders of ~~our~~FPI’s common stock, par value $0.01 per share (“common stock”), holders of the Operating Partnership’s Common units and Series A preferred units generally do not have voting rights or the power to direct the affairs of FPI.

References to the “Company,” “we,” “us,” or “our” mean collectively FPI and its consolidated subsidiaries, including the Operating Partnership.

Our primary strategic objective is to utilize our ~~affairs. See Note 9~~position as a leading institutional acquirer, owner and manager of high-quality farmland located in agricultural markets throughout North America to deliver strong risk adjusted returns to investors through a combination of cash dividends and asset appreciation. As of December 31, 2023, we owned farms with an aggregate of approximately 132,800 acres in Arkansas, California, Colorado, Florida, Illinois, Indiana, Kansas, Louisiana, Mississippi, Missouri, Nebraska, North Carolina, Oklahoma, South Carolina and Texas. In addition, as of December 31, 2023, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag-Pro Ohio, LLC (“Ag Pro”) under the John Deere brand and served as property manager for approximately 38,300 acres, including farms in Iowa (see “Note 4—Related Party Transactions”). As of December 31, 2023, the Operating Partnership owned a 9.97% equity interest in Promised Land Opportunity Zone Farms I, LLC (the “OZ Fund”), an unconsolidated equity method investment, that holds 12 properties (see “Note 1, Convertible Notes Receivable”). As of December 31, 2023, approximately 70% of our ~~consolidated financial statements for additional information regarding~~owned portfolio (by value) was used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, and approximately 30% was used to produce specialty crops, such as almonds, citrus, blueberries, and vegetables. We believe our portfolio gives investors the ~~Series A preferred units.~~economic benefit of increasing global food demand in the face of growing scarcity of high-quality farmland and will continue to reflect the approximate allocation of U.S. agricultural output between primary crops and animal protein (whose production relies principally on primary crops as feed), on one hand, and specialty crops, on the other.

In addition, we offer a loan program (the “FPI Loan Program”) pursuant to ~~farmland,~~which we own the improvements on our farms, such as irrigation, drainage and grain storage facilities. In 2017, we had lease options on eleven of our farms for solar and wind production on our farmland. We also may acquire, and make loans ~~secured by mortgages on, properties~~to third-party farmers (both tenant and non-tenant) to provide financing for property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and for other farming and agricultural real estate related to farming, such as grain storage facilities, grain elevators, feedlots, processing plants and distribution centers, as well as livestock farms or ranches. In addition, during 2017, we engaged directly in farming through projects.

FPI Agribusiness Inc., ~~our taxable REIT~~a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), ~~whereby we~~is a taxable REIT subsidiary that was formed to provide volume purchasing servicesto the Company’s tenants and to directly operate ~~a small number~~farms under certain circumstances. As of December 31, 2023, the TRS performed direct farming operations on 2,103 acres ~~(approximately 716~~of permanent crop farmland owned by the Company located in California.

FPI strategically seeks opportunities to promote environmentally friendly usage of our farmland. We have long-term lease arrangements on certain farm properties pursuant to which operators engage in solar and wind energy production.

Table of Contents

As of December 31, 2023, 15 of our farms, which collectively comprised approximately 10,150 acres, ~~during 2017) relying on custom farming contracts with local farm operators.~~had leases for operational or under-construction renewable energy production, and 16 of our farms, which collectively comprise approximately 12,875 acres, had options for potential future solar or wind development and operating lease. Refer to “–Sustainability” for more information.

Our principal source of revenue is rent from tenants that conduct farming operations on our ~~farmland.~~farmland pursuant to leases with terms ranging primarily from one to three years. The majority of ~~our~~the leases that are in place as of the date of this Annual Report on Form 10-K have fixed ~~annual rental~~rent payments. Some of our leases have a variable ~~rent component~~rents based on the revenue generated by our farm-operator tenants. We believe that ~~this~~a mix of fixed and variable rents ~~helps~~will help insulate us from the variability of farming operations and reduce our credit-risk exposure to farm-operator tenants while ~~generating attractive risk-adjusted returns and~~ making us an attractive landlord in certain regions where variable leases are customary. However, we may be exposed to tenant credit risk and farming operation risks, particularly with respect to leases that do not require advance payment of ~~at least 50%~~100% of the ~~annual~~fixed rent, ~~leases for which the~~variable rent ~~is based on a percentage of a tenant's farming revenues~~arrangements and leases with terms greater than one year.

We elected and qualified to be taxed as a real estate investment trust (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our short taxable year ended December 31, 2014.

~~Table of Contents~~

Full Year ~~2017 and Recent~~2023 Highlights

During ~~2017:~~2023:

●

~~Operating revenues increased 49% from 2016 for a total of $46.2 million as compared to 2016 operating revenues of $31.0 million;~~

~~Net operating income increased 44% from 2016 for a total of $22.5 million as compared to 2016 net operating income of $15.6 million;~~

Net income increased ~~53%~~164.9% from ~~2016~~$12.0 million for ~~a total of $9.2~~the year ended December 31, 2022 to $31.7 million ~~as compared to 2016 net income of $6.0 million;~~

for the year ended December 31, 2023;

●

Adjusted Funds from ~~Operations (“AFFO”~~Operation ("AFFO") ~~increased 21%~~decreased 48.4% from ~~2016~~$15.8 million for ~~a total of $13.3~~the year ended December 31, 2022 to $8.1 million ~~as compared to 2016 AFFO of $11.0 million;~~

for the year ended December 31, 2023;

●

~~We continued our diversification by expanding into three new states, adding 13 new crop types and expanding our tenant base;~~

We completed ~~18 asset acquisitions~~dispositions consisting of 74 properties in the Corn Belt, Delta and ~~one business combination for total gross~~South, High Plains, Southeast and West Coast regions. We received $195.5 million in aggregate consideration, including $11.8 million in seller financing, and recognized an aggregate gain on sale of ~~$472.0~~$36.1 million;

●

We completed acquisitions consisting of four properties in the issuance of our 6.00% Series B Participating Preferred Stock, $0.01 par value per share (the “Series B Participating Preferred Stock”), in an underwritten public offering, which generated net proceeds of $144.5Corn Belt and Delta and South regions. Aggregate cash consideration for these acquisitions totaled $22.2 million;

●

We repurchased ~~approximately 1.12 million~~6,551,087 shares of our common stock ~~for~~at a weighted average price of $11.00 per share;

●

Total indebtedness decreased $76.4 million from $439.5 million at December 31, 2022 to $363.1 million at December 31, 2023;

●

We increased liquidity to $206.6 million as of December 31, 2023, compared to $176.7 million as of December 31, 2022; and

●

We renewed fixed cash farm leases expiring in 2023 at average rent increases of approximately ~~$10.0 million; and~~

20%.

~~We completed the merger with American Farmland Company (“AFCO”) in a stock-for-stock transaction.~~

~~Since January 1, 2018, we have closed on $27.4 million of farm acquisitions totaling approximately 6,000 acres.~~

For a definition of AFFO and a reconciliation of net income to AFFO, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures.”

~~AFCO Mergers~~

On February 2, 2017, we completed a merger with AFCO at which time one of the Company’s wholly owned subsidiaries was merged with and into American Farmland Company L.P. (“AFCO OP”) with AFCO OP surviving as a wholly owned subsidiary of the Operating Partnership (the “Partnership Merger”), and AFCO merged with and into another one of our wholly owned subsidiaries with such wholly owned subsidiary surviving (the “Company Merger” and together with the Partnership Merger, the “AFCO Mergers”).

At the effective time of the Company Merger, each share of common stock of AFCO, par value $0.01 per share (“AFCO Common Stock”), issued and outstanding immediately prior to the effective time of the Company Merger (other than any shares of AFCO Common Stock owned by any wholly owned subsidiary of AFCO or by us or the Operating Partnership or any wholly owned subsidiary of us or the Operating Partnership), was automatically converted into the right to receive, subject to certain adjustments, 0.7417 shares of our common stock (the “Company Merger Consideration”). In addition, in connection with the Company Merger, each outstanding AFCO restricted stock unit that had become fully earned and vested in accordance with its terms was, at the effective time of the Company Merger, converted into the right to receive the Company Merger Consideration. We issued 14,763,604 shares of our common stock as consideration in the Company Merger and 17,373 shares of our common stock in respect of fully earned and vested AFCO restricted stock units.

At the effective time of the Partnership Merger, each Common unit of limited partnership interest in AFCO OP issued and outstanding immediately prior to the effective time of the Partnership Merger was converted automatically into the right to receive, subject to certain adjustments, 0.7417 Common units. We issued 218,535 Common units as consideration in the Partnership Merger.

~~Table of Contents~~

~~Our Competitive Strengths~~

~~We believe the following competitive strengths distinguish us from many of our competitors:~~

~~High-Quality Portfolio of Farmland.~~ As of the date of this Annual Report on Form 10-K, we own approximately 166,000 acres of farmland in core agricultural markets that we believe are characterized by high demand for and limited available supply of farmland. Crops produced on our farms address the vast majority of the spectrum of worldwide demand for food, feed, fuel and fiber.

~~Management Team with Extensive Experience in Agricultural Real Estate.~~ Our management team has extensive experience as owners of agricultural real estate and operators of farming businesses. We believe our deep understanding of agribusiness fundamentals and insight into factors affecting the value of farmland gives us a competitive advantage over many institutional owners and acquirers of farmland in, among other activities, structuring acquisitions and securing high-quality tenants.

~~Expansive Relationships in the Agricultural Sector.~~ Our management team’s extensive experience as owners of agricultural real estate and operators of farming businesses has helped us build expansive and strong relationships across a broad network of businesses and individuals in the agricultural sector, including family and corporate farms, real estate brokers, lenders, auction houses and suppliers of agricultural goods. We believe that these relationships provide us with valuable market intelligence related to agriculture fundamentals and provide us access to acquisition opportunities, many of which may not be available to our competitors.

~~Early-Mover Advantage as a Leading Owner of Farmland.~~ Ownership of U.S. farmland historically has been, and continues to be, extremely fragmented, with the vast majority of farmland being owned by families and individuals. According to the USDA, as of 2016, approximately 96% of farms in the United States were owned by families. We are one of the first public companies focused on owning and acquiring farmland in the United States. We believe our flexible capital structure, together with our ability as a public company to access the capital markets, will allow us to secure an early-mover advantage to become a large-scale, national owner of high-quality farmland.

~~Strong Alignment of Interests.~~ As of the date of this Annual Report on Form 10-K, our executive officers and our directors collectively own approximately 6.4% of the equity interests in our company on a fully diluted basis, which we believe aligns their interests with those of our stockholders.

~~Our Business and Growth Strategies~~

Our principal business objective is to provide attractive stockholder returns through a combination of: (1) quarterly cash distributions to our stockholders; (2) sustainable long-term growth in cash flows from increased rents, which we hope to pass on to stockholders in the form of increased distributions; (3) additional cash flows derived from increased rents in connection with farm improvements (such as irrigation and drainage) and non-farming income streams (such as wind and solar leases); and (4) potential long-term appreciation in the value of our properties due in part to increasing farmland scarcity in the face of growing global food demand. Our primary strategy to achieve our business objective is to invest in, own and lease a portfolio of farmland and properties related to farming operations. Key components of our strategy include the following:

~~Focus on Current Rental Income Generation and Long-Term Appreciation.~~ We own and intend to acquire farmland that we believe offers attractive risk-adjusted returns through a combination of stable rental income generation and value appreciation. We expect to continue to lease our farmland to experienced and successful third-party farm operators, including sellers who desire to continue farming the land after we acquire it. We expect our farmland leases to generate stable near-term cash flows and increasing rental income over the long term. In certain circumstances, we look for alternative uses for our farms (such as solar and wind leases) when we believe it will create greater value for our stockholders. We intend to hold our properties for investment with a view to long-term appreciation, which we believe will result in attractive risk-adjusted returns to our stockholders. However, if we believe it to be in the best interests of our stockholders, we may

~~Table of Contents~~

~~elect to sell one or more of our properties from time to time in a manner consistent with our investment objectives and our intention to continue to qualify as a REIT.~~

~~Continue Our Disciplined Farmland Acquisition Strategy Based on Agriculture Fundamentals.~~ We intend to continue to acquire high-quality farmland that we believe is positioned to take advantage of global food supply and demand trends. We expect to acquire and hold farmland in geographic areas with clear production advantages and that historically have had a stable population of experienced and successful farm operators. We believe that we benefit from our management’s and staff’s extensive experience as owners and operators of agricultural real estate in identifying acquisition opportunities that satisfy our investment criteria and underwriting standards. Our acquisition strategy includes the following key components:

~~Target Farms of Varying Sizes~~—We seek to acquire farms of varying sizes. We believe that our personnel and infrastructure allow us to perform due diligence on smaller farms quickly and efficiently, which provides us with an advantage over competitors that we believe do not have the investment focus or flexibility to pursue acquisitions of smaller farms. We closed some of the largest farmland acquisitions in the U.S. market over the past few years.

~~Acquire Farmland from Undercapitalized Owners~~—While we do not believe there is widespread financial distress among farmland owners, we do believe that, to a limited extent, undercapitalization, overleverage and unforeseen circumstances at some individual and family farms will provide opportunities for us to acquire high-quality farmland at attractive prices, potentially in purchase-leaseback transactions. We believe our management’s and staff’s knowledge of agribusiness fundamentals and broad network of relationships allow us to pursue acquisition opportunities from undercapitalized or unsuccessful sellers in markets where we believe we can find experienced and successful farm operators (including, in some cases, the existing owners) to lease the farmland from us at competitive rates and where we believe market fundamentals support future value appreciation potential.

~~Use Common Units and Preferred units (“Partnership units”) as Acquisition Currency~~—We believe there are a large number of farm operators and farm families that own farmland that has substantially appreciated in value. As a result, we believe that many farm-owning families have estate planning needs and a desire to defer current income taxes, and that our ability to offer Partnership units as acquisition currency provides us with a strategic advantage over other potential farm buyers and possibly induce these prospective sellers to sell their farms earlier than they otherwise would in cash-only transactions. Since our inception, we have completed several farm acquisitions, including three of our largest acquisitions to date, using Partnership units as partial consideration.

~~Utilize Our Real Estate Management Platform to Achieve Economies of Scale.~~ We believe that the overhead costs associated with the business of owning and leasing farmland are less than those required by other property types, such as office, multifamily and retail, due to the limited asset management, capital expenditure and tenant improvement requirements for farmland and a near-zero vacancy rate for quality farmland in quality markets. In addition, the terms of the leases with our tenants generally provide that we are responsible for major maintenance, insurance and taxes (which are often reimbursed to us by our tenants), while our tenants are responsible for minor maintenance, water usage and all of the additional input costs related to the farming operations on the property, such as seed, fertilizer, labor and fuel. As a result, we believe that our existing systems and personnel are capable of supporting a significant increase in the size of our portfolio without a proportional increase in administrative or management costs.

~~Leverage Our Infrastructure to Expand into the Lending Business.~~ We believe that our existing systems and personnel are well suited to source, diligence, close and manage loans under the FPI Loan Program at little or no additional costs. We believe that the business of making loans secured by mortgages on farmland is highly complementary to and synergistic with our core business of investing in farmland. We generally find potential borrowers during the process of sourcing farm acquisitions. We conduct due diligence on loan collateral the same way we conduct due diligence on potential farm acquisitions, and we screen potential

~~Table of Contents~~

~~borrowers the same way we screen potential tenants. The FPI Loan Program also gives us an increased visibility in the marketplace, thereby benefiting our core farmland investing business.~~

~~Maintain Diversification of our Portfolio by Geography, Crop Type and Tenant.~~ Since our initial public offering, we have significantly increased the diversification of our portfolio by geography, crop type and tenant. We believe our portfolio now provides investors with broad diversification that closely mirrors aggregate U.S. production. We expect to maintain an approximate portfolio composition of 75% primary crops and 25% specialty crops by value as we continue to expand our holdings. As we acquire properties we will seek further exposure to core farming regions and commercial crops.

~~Leverage Economies of Scale in Our Tenants’ Combined Farming Operations.~~ Farm operators typically do not have a scale that gives them bargaining power with many of their suppliers. Conversely, suppliers to farm operators incur significant marketing costs in reaching out to a highly fragmented customer base. We intend to create value for our farm-operator tenants as well as for some of their suppliers by aggregating our tenants’ purchases of certain inputs – such as seed, fertilizer and equipment – and offering such aggregated purchases from selected suppliers on discounted terms. We believe that, by performing this role as an aggregator, we will be able to retain some of the value created for the ultimate benefit of our stockholders.

Our ability to effectively implement our business and growth strategies is subject to numerous risks and uncertainties, including those set forth under "Risk Factors—Risks Related to Our Business and Properties."

Investment Focus

We seek to invest in farmland that will give our stockholders exposure to a well-diversified portfolio of high-quality U.S. farmland, while offering an attractive risk-adjusted combination of stable rental income generation and value appreciation. Our principal investment focus is on farmland located in agricultural markets throughout North America; however, we may seek to acquire farmland outside of North America in the future. We also may acquire ~~properties~~real estate assets related to farming, such as grain storage facilities, grain elevators, feedlots, cold storage facilities, controlled environment agriculture facilities, land and facilities leased to agriculture equipment dealerships, processing plants and distribution centers, as well as livestock farms or ranches. In addition, under the FPI Loan Program, we may provide ~~mortgage~~ loans to farm operators secured by farmland, ~~and~~ properties related to ~~farming.~~farming, crops (growing or stored), and/or agricultural equipment. We may also invest in other agriculture-related business, typically through our TRS.

Table of Contents

Crop Categories

Primary vs Specialty Crops

Farm crops generally can be divided into two principal categories: primary crops and specialty crops. Primary crops include, among others, corn, soybeans, wheat, rice and cotton. Primary crops are generally grown in rows and are often referred to as row crops. Specialty crops can be ~~again~~ divided into two categories: annual specialty crops (generally vegetables) and permanent specialty crops (fruits and nuts grown on trees, bushes or vines). Over the long term, we expect that our farmland portfolio will continue to be comprised of approximately ~~75%~~70% primary crop farmland and ~~25%~~30% specialty crop farmland by value, which we believe will give investors ~~exposure to~~ the economic benefit from increasing global food demand ~~trend~~ in the face of growing scarcity of high quality farmland and will reflect the approximate ~~composition~~allocation of U.S. agricultural output between primary crops and animal protein (whose production relies principally on primary crops as feed), on one hand, and specialty crops, on the other.

Primary Crops

The most widely grown crop in the United States is corn, at approximately 93 million acres. The uses of corn projected for the 2023/2024 marketing year (September 2023 to August 2024) are as follows: animal feed and residual products (34%); ethanol and its animal feed byproducts known as distillers’ dried grains with solubles or DDGS (32%); exports (13%); other sugars, starches, cereals, seeds (8%); and ending stocks or inventory (13%).

The second most widely grown crop in the United States is soybeans, at approximately 83 million acres. The uses of soybeans projected for the 2023/2024 marketing year (September 2023 to August 2024) are as follows: crushings (52%); exports (39%); seed and residual (3%); and ending stocks or inventory (6%). The process of crushing soybean produces soybean oil, soybean meal, hulls and waste. Soybean meal is used as animal feed both domestically and in the export market. Soybean oil is used for food, biofuel, and is exported.

The third most widely grown crop in the United States is wheat, at approximately 51 million acres. The uses of wheat projected for the 2023/2024 marketing year (June 2023 to May 2024) are as follows: food (38%); exports (29%); seed, feed and residual (7%); and ending stocks or inventory (26%).

Annual ~~and~~vs. Permanent Crops

Our portfolio includes farms that produce both annual and permanent crops. Annual crops, such as wheat, corn and soybeans, are planted every year whereas permanent crops, such as trees, bushes and vines, are planted and bear crops over multiple ~~years.~~years without replanting. We believe exposure to both annual and permanent crops is an attractive strategy and offers diversification benefits to our portfolio. Annual and permanent crops typically serve different end-markets and generally have uncorrelated pricing.

~~Table of Contents~~

U.S. Farmland Property

We believe that the United States offers farmland investors exposure to financial benefits driven by the fundamentals of agricultural production and farmland appreciation without many of the risks that come with farmland investments in many other countries. In the United States, the farmland market is relatively liquid and there is virtually no land title risk. As an asset class, United States farmland has lower leverage compared to other real estate sectors. According to the United States Department of Agriculture (“USDA”) forecast data from February 2024, real estate debt on farms is $377 billion, compared to a real estate value of $3.6 trillion, representing a 10% debt-to-equity ratio. The United States has the largest, lowest-cost grain transportation infrastructure in the world, leaving more margin to the grain producer and landowner. Moreover, the United States is one of the largest domestic markets for ~~commodity~~primary crops, which are typically priced in U.S. dollars. Lastly, we believe that in most major U.S. agricultural markets, multiple quality farm-operator tenants compete for farmland lease opportunities.

We may consider investing in farmland in other countries, such as Canada, Australia or New Zealand, that, like the United States, offer virtually no land title risk, a sophisticated farm-operator tenant environment and attractive rental ~~rates, such as Canada, Australia or New Zealand.~~rates.

Table of Contents

Leased Properties

~~Farming~~The business of farming carries materially more operating risk than owning and leasing farmland to farm operators, although such risk can be mitigated through crop insurance and other risk management tools. We expect to continue to lease a majority of our properties on a fixed-rent basis that does not depend on the success of the tenant's farming operations. Moreover, a majority of the leases in our portfolio provide that at least 50% (and ~~often~~sometimes 100%) of the annual fixed rent is due and payable in advance of each spring planting season, and we expect that a majority of the fixed-rent leases we enter into in the future will have a similar requirement, which reduces our credit-risk exposure in the event of operational issues with the farm-operator tenant. However, to the extent we enter into leases that do not require advance payment of 100% of the annual rent or have terms greater than one year, we may be subject to tenant credit risk and more susceptible to the risks associated with declines in the profitability of tenants’ farming operations, and we take such risk into consideration when evaluating the potential return on a farm. We may use variable-rent leases, which depend in part on crop yields and prices, in regions where such arrangements are prevalent or when we expect that such arrangements will be more profitable to us on a risk-adjusted basis. We also may utilize hybrid lease arrangements that ~~require~~provide for a ~~modest~~combination of fixed rent ~~payment at lease inception~~ and ~~an additional rent payment based on a percentage of the revenue from the tenant's harvest for that year.~~variable rent.

We expect to continue to lease the majority of our primary crop farmland ~~and other farming related properties~~ under leases that require the tenant to either pay or reimburse us for substantially all of the property’s operating expenses, including maintenance, water usage and insurance. Consistent with industry practices, we expect that we will generally be responsible for ~~the maintenance of~~ plantings and associated improvements on our permanent crop farmland while our tenants will be responsible for all operating costs. ~~Several~~Many of our leases provide for the reimbursement by the tenant of the property’s real estate taxes that we pay in connection with the farms they rent from us. The rental payments we receive from the farm operators are the primary source of any distributions that we make to our stockholders.

We expect that over time rental income will increase. Most farmland in the areas where we own or intend to acquire land is leased under short-term leases (typically five years or less), and we plan to lease our ~~property~~primary crop properties under short-term ~~leases.~~leases when possible. By entering into short-term leases, we believe we will be in a position to increase our rental rates when the leases ~~expire and are renewed or the land is re-leased, if prevailing rental rates have increased.~~expire. However, we can provide no assurances that we will be able to increase our rental rates, or even maintain them at the same level, when the leases are renewed or the land is re-leased.

We believe quality farmland has a near-zero vacancy rate, and we believe that all high-quality farmland in an area with a competitive tenant environment is generally leased and farmed each year. ~~For leases that provide that a substantial portion of rental payments for a crop year are due in advance of the spring planting season, in~~In the event of a tenant's failure to pay rent ~~when~~ due in advance of the spring planting season, we will seek to terminate the lease and rent the property to another tenant that could then plant and harvest a crop that year. As a result, we believe there is a reduced risk of vacancy on our properties when compared to most other types of commercial properties, such as office buildings or retail properties.

~~Table of Contents~~

Tenants

~~Tenants~~

We believe the areas where we own and intend to acquire farmland are characterized by a competitive farm-operator tenant environment, with multiple experienced farm operators seeking to expand their operations by leasing additional farmland. Farmers have long rented land to increase operations without having to invest the capital required to own the land. USDA data shows that rented land as a percentage of total farmland acres has been in the 35% to 45% range since the 1920s.

Non-Farming Leases

In addition to leases entered into in connection with farming operations, we seek additional sources of income from our properties that are either incremental, such as wind easements and recreational leases, or are higher than farming rents, such as leases for solar power installations. While we do not believe that such ~~other sources of~~non-farming lease income will constitute a significant percentage of our total revenues, they offer opportunities to enhance returns to stockholders at little or no cost to us.

Table of Contents

Family-Owned Properties

According to America’s Farms and Ranches at a Glance 2023 Edition, a USDA report, family farms accounted for approximately 97% of the ~~USDA, as of 2016, approximately 96% of~~total farms in the United ~~States were owned by families.~~States. As shown below, small family farms represent the greatest number of farms and amount of land, while large-scale family farms represent the greatest value of production.


Farm Category	Annual Gross Farm Cash Income	Number of Farms	Percent of Farms		Percent of Land Area		Value of Production
Small Family Farms	Less than $350,000	1,756,441	88.1	%	46.5	%	18.7	%
Midsize Family Farms	Less than $1,000,000	115,595	5.8	%	21.4	%	19.1	%
Large-Scale Family Farms	Greater than $1,000,000	67,936	3.4	%	24.8	%	51.8	%
Nonfamily Farms		54,450	2.7	%	7.3	%	10.4	%
Total		1,994,422	100.0	%	100.0	%	100.0	%

Farmland leases allow farm operators to unlock personal or family capital/net worth that would otherwise be tied up in land ownership while retaining the ability to conduct their livelihoods on land that is familiar to them. We believe that many farm families and individuals may wish to ~~simultaneously sell some of their property and lease it back, continuing their operation of such property under a leasing arrangement. Sellers~~engage in ~~these~~ sale-leaseback transactions ~~can use the sale proceeds~~ to ~~repay existing indebtedness, for growth of~~grow their farming operations or in other business ~~endeavors. Under some circumstances, these sale-leaseback transactions might be driven by~~endeavors, or for estate planning ~~reasons. We believe that the farmland that we acquire and do not simultaneously lease back to the seller can be leased at attractive rental rates to other farm operators.~~reasons, providing a continuous pipeline of prospective acquisitions.

As an alternative to selling their farmland to us in an all-cash transaction, we believe that ~~many~~some farm owners may be interested in selling their farmland to us in exchange for Operating Partnership units in order to ~~have an equity interest in our company and participate in any appreciation in value of our properties. By making such an exchange, these farm owners would become investors in~~own a ~~more~~ diversified portfolio of agricultural real ~~estate. Under certain circumstances, the exchange of real~~ estate ~~for Partnership units is~~in transactions that may qualify as tax-deferred contributions to a ~~tax-deferred exchange~~partnership under U.S. federal income tax laws. In addition, because we intend to make cash distributions quarterly or annually, Partnership unit holders would receive regular cash ~~distributions.~~distributions, and their investment would be diversified across a much larger number of properties than the single property in which they were invested before such contribution. Finally, Partnership unit holders would have the flexibility to tender their Partnership units in the future for redemption by us for cash, or, at our election, shares of our common stock that they could then sell in the public market, thereby allowing these sellers to determine the timing of recognizing taxable gain. Because we expect the issuance of Partnership units in exchange for farmland generally will be driven by the desires of prospective sellers, we do not know how frequently we will issue Partnership units in exchange for farmland properties. However, we believe that using Partnership units as acquisition consideration can be a significant part of our property acquisition strategy.

Other Investments

In addition to farmland, we also may acquire ~~properties~~real estate assets related to farming, such as grain storage facilities, grain elevators, feedlots, cold storage facilities, controlled environment agriculture facilities, land and facilities leased to agriculture equipment dealerships, processing plants and distribution centers, as well as livestock properties. During 2016 and 2017 we acquired two livestock properties in the state of Colorado. In addition, through the FPI Loan Program, we provide mortgage loans secured by farmland and properties related to farming.farms or ranches.

~~Table of Contents~~

Underwriting Criteria and Due Diligence Process

Identifying and Selecting ~~the Property~~Attractive Properties

We seek to acquire ~~high quality~~high-quality farmland that offers an attractive risk-adjusted balance of current ~~returns~~income and value appreciation potential. We believe our management team’s deep understanding of agribusiness fundamentals and insight into factors affecting the value of farmland allow us to identify properties consistent with our investment criteria. We believe the following factors are important in the selection of farmland:

●

Soil Quality—Soil quality is a fundamental determinant of farmland productivity and therefore of its value. In ~~considering farmland for purchase, we take soil quality into consideration to determine whether the farmland is attractively priced. In~~ general, we focus on farmland with average or better-than-average soil.

●

Water Availability—Appropriate water availability is an essential input to farming and a key consideration in determining the productivity and value of farmland. We seek to acquire farmland where water availability through precipitation and irrigation meets the agronomic needs of the crops expected to be grown. As part of our acquisition due diligence process, we evaluate properties for water availability and any associated ground or surface water rights. Where appropriate, we may also invest in irrigation infrastructure to improve the productivity

Table of Contents

of properties we own. Occasionally we may acquire farmland at prices that more than compensate us for any potential reduction in water availability, which, in the future, may result in a shift to different crops or production systems.

●

Robust and Competitive Tenant Environment—We focus primarily on farmland located in areas characterized by a robust and competitive tenant environment, with a relatively large population of experienced farm operators as potential tenants.

●

Market Access—Due to the higher costs of road transportation, the location of primary crop farmland relative to points of demand (e.g., grain elevators, feedlots and ethanol plants) or access to low-cost transportation (e.g., river ports and rail loading facilities) determines the premium or discount in farm-gate commodity prices compared to the general market prices (also known as “basis”), and therefore is one of the factors that impacts its value. We focus on acquiring primary crop farmland in areas with substantial farming infrastructure and low transportation costs, including markets with access to river and rail transportation.

●

Climate—Crops have particular climatic growing requirements. ~~As such,~~Accordingly, we seek to acquire properties in regions with climates conducive to the expected crops. We believe that diversification within and across core farming regions and crop types provides significant annual and long-term risk mitigation to our investors.

Nevertheless, our farmland may experience periodic droughts and other significant weather events, such as tornadoes, hurricanes and floods.

We perform a due diligence review with respect to each potential property acquisition. The due diligence investigation includes both property-specific factors (e.g., soil types and fertility, water availability and rights, topographical characteristics and property taxes) and location-specific factors (e.g., climate, tenant availability and quality, and market access). As part of our due diligence process, we also perform a valuation of each target property and estimate expected lease rates.

Identifying and Selecting Tenants

We intend to continue to focus primarily on farm properties located in areas with a robust and competitive environment of experienced tenants. In general, the tenant selection process focuses primarily on candidates' experience and reputation based upon background and reference checks, ~~of potential tenants,~~ as well as their willingness and ability to pay competitive rental rates. ~~We consider similar factors in analyzing sale-leaseback transactions.~~ In geographic areas where we already own one or more properties, we may give our existing local tenants priority consideration, especially ~~in exchange for sourcing~~when a tenant sources the property acquisition opportunity. We ~~often mitigate tenant credit risk by requiring a significant portion~~believe our use of ~~a year's~~leases pursuant to which at least 50% of the annual rent is typically payable in advance of each spring planting season ~~whenever possible,~~mitigates the tenant credit risk associated with the variability of farming operations that could be adversely impacted by ~~requiring a tenant to adopt~~poor crop yields, weather conditions, mismanagement, undercapitalization or other factors affecting our tenants. Tenant credit risk is further mitigated by the farming industry practice of purchasing crop insurance ~~and/or~~in almost every circumstance because it is required by ~~securing agricultural or statutory liens on~~lenders who provide working capital financing to our tenants and due to requirements in our leases. In certain cases, the Company perfects its security interest in the crop insurance proceeds and the underlying growing ~~crops.~~crops using practices applicable in the state where the farm is located. In addition, we monitor our existing tenants by periodically conducting site visits of the farms and meeting with the tenants to discuss their farming operations and the condition of

~~Table of Contents~~

the farms. However, in some circumstances, we may be exposed to tenant credit risk and may be subject to farming operation risks, such as adverse weather conditions and declines in commodity prices, particularly with respect to leases that do not require advance payment of 100% of the annual rent, variable-rent leases for which the rent is based on a percentage of a tenant's farming revenues and leases with terms greater than one year. See ~~"Risk~~“Risk Factors—Risks Related to Our Business and Properties.” We do not intend to continuously monitor and evaluate tenant credit quality and may be subject to risks associated with our tenants' financial condition and liquidity position.

Table of Contents

Complementary Businesses

FPI Loan Program

We believe that our existing systems and personnel are well suited to source, conduct due diligence evaluations with respect to, close and ~~manage~~service loans under the FPI Loan Program at little or no additional operating cost to us. We believe that the business of making loans to farm operators secured by ~~mortgages on~~ farmland, properties related to farmland, crops (growing or stored), and/or agricultural equipment leverages the substantial expertise in agribusiness possessed by the FPI team and is highly complementary to ~~and synergistic with,~~ our core business of investing in farmland. We generally find potential borrowers during the process of sourcing farm acquisitions. We conduct due diligence on loan collateral largely the same way we conduct due diligence on potential farm acquisitions, and we screen potential borrowers ~~the same way we~~using criteria similar to those used to screen potential tenants. The FPI Loan Program offering gives us an increased visibility in the marketplace, thereby benefiting our core farmland investing business.

~~Seasonality~~Asset Management for Third Parties

~~Because the leases~~We believe that our existing systems and personnel are well suited to source, conduct due diligence evaluations with respect to, close and manage farmland on behalf of third parties at little or no additional cost to us, generating fee income without capital investment. As of December 31, 2023, we managed approximately 38,300 acres on behalf of third parties.

Brokerage and Auction Services

The acquisition of Murray Wise Associates, LLC (“MWA”) in November 2021 also added brokerage and auction business activities for ~~many~~clients seeking to sell farmland. This increases our breadth of ~~the properties in our portfolio require significant payments in advance of the spring planting season, we receive a significant portion of our cash rental payments~~activities in the ~~first calendar quarter~~farmland sector, while adding additional sources of ~~each year, although we~~revenue and market insight.

Seasonality

We recognize rental revenue from ~~these~~fixed-rate leases on a pro rata basis over the non-cancellable term of the lease in accordance with ~~GAAP.~~accounting principles generally accepted in the United States (“GAAP”). Notwithstanding GAAP accounting requirements to spread rental revenue over the lease term, a significant portion of fixed rent is received in a lump sum before planting season, generally in the first quarter, and after harvest, in the fourth quarter or in the following year. We receive a significant portion of our variable rental payments following harvest in the fourth ~~calendar~~ quarter of each year, ~~following harvest,~~ with only a portion of such payments being recognized ratably through the year in accordance with GAAP, in relation to crop insurance contracts entered into by our tenants. The highly seasonal nature of the agriculture industry causes seasonality in our business to some ~~extent.~~extent, with revenue in the first and fourth quarter tending to be meaningfully higher than revenue in the second and third quarters. Our financial performance should be evaluated on an annual basis, which eliminates ~~quarterly performance variability due to crop share revenues, lease periods not matching fiscal years,~~impacts of seasonality and other similar factors that may cause our quarterly results to vary during the course of the year.

Our Properties

As of December 31, 2023, we owned farms with an aggregate of approximately 132,800 acres in Arkansas, California, Colorado, Florida, Illinois, Indiana, Kansas, Louisiana, Mississippi, Missouri, Nebraska, North Carolina, Oklahoma, South Carolina and Texas. In addition, as of December 31, 2023, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the ~~date~~John Deere brand and served as property manager for approximately 38,300 acres, including farms in Iowa (see “Note 4—Related Party Transactions”). During the year ended December 31, 2023, the Company completed dispositions, consisting of ~~this Annual Report~~74 properties, in the Corn Belt, Delta and South, High Plains, Southeast and West Coast regions. We received $195.5 million in aggregate consideration, including $11.8 million in seller financing, and recognized an aggregate gain on ~~Form 10-K, we own approximately 166,000 total acres~~sale of ~~farmland.~~$36.1 million. Also, during the year ended December 31, 2023, the Company completed acquisitions consisting of four properties in the Corn Belt and Delta and South regions. Aggregate cash consideration for these acquisitions totaled $22.2 million. See ~~“Managements’~~“Management’s Discussion and Analysis of Financial

Table of Contents

Condition and Results of Operations” for more information about our portfolio. The distribution of farms owned by regions is as follows:


Region ⁽¹⁾	Owned Acres	Managed Acres	Total Acres
Corn Belt ⁽²⁾	44,527	22,027	66,554
Delta and South	26,427	8,763	35,190
High Plains	21,831	1,380	23,211
Southeast	28,825	6,107	34,932
West Coast	11,189	—	11,189
	132,799	38,277	171,076

(1)
~~Region~~		~~Total Acres~~
Corn Belt		~~47,631~~
includes farms located in Illinois, Indiana, Iowa, Missouri and eastern Nebraska. Delta &and South		~~28,912~~
includes farms located in Arkansas, Louisiana, Mississippi and Oklahoma. High Plains		~~31,919~~
includes farms located in Colorado, Kansas and Texas. Southeast		~~46,069~~
includes farms located in Florida, North Carolina and South Carolina. West Coast		~~11,586~~
		~~166,117~~ includes farms located in California.

(2)	In addition, we own land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand.

Corn Belt includes farms located in Illinois, Michigan and eastern Nebraska. Delta and South includes farms located in Arkansas, Louisiana and Mississippi. High Plains includes farms located in Colorado, Kansas, western Nebraska, South Dakota and Texas. Southeast includes farms located in Alabama, Florida, Georgia, North Carolina, South Carolina, and Virginia. West Coast includes farms located in California.

As of the date of this Annual Report on Form 10-K, our portfolio has the following rents or rent estimates for 2018 by lease type or status. This table does not include additional rents from properties not yet put in service due to improvement projects, loan interest income from loans outstanding under the FPI Loan Program, and other revenues:

($ in thousands)

Lease Type or Status - as of the date of this Annual Report

2018 Rent

%

Leases in place with third parties

Fixed rent (1)

$
37,801

70.6
%
Variable rent (2)

14,532

27.1
%

Leases being negotiated (3)

1,213

2.3
%

$
53,546

100.0
%
Tenant reimbursements

3,228

$
56,774

~~(1) Includes the fixed rent portion of leases providing for fixed and variable rent components.~~

(2) Management estimate based on farms’ historical productivity and regional crop price projections. We can provide no assurance that crop yields and prices will reach expected levels or that we will obtain the rents we anticipate.

(3) Management estimate based on the current status of lease negotiations and the current leasing market environment for each farm. We can provide no assurance that the rents we obtain will reflect the current status of our lease negotiations or the current leasing market environment for each farm.

Tax Status

We elected and qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our short taxable year ended December 31, 2014. Our qualification as a REIT will depend upon our ability to meet, on a continuing basis, through actual investment and operating results, various complex requirements under the Code, relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our capital stock. We believe that we are organized in conformity with the requirements for qualification as a REIT under the Code and that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes.

As a REIT, we generally ~~will~~are not be subject to U.S. federal income tax on our taxable income that we distribute to our stockholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute on an annual basis at least 90% of their REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If we fail to qualify for taxation as a REIT in any taxable year and do not qualify for certain statutory relief provisions, our income for that year will be subject to tax at regular corporate rates, and we would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT. Even if we qualify as a REIT for U.S. federal income tax purposes, we may still be subject to state and local taxes on our income and assets and to U.S. federal income and excise taxes on our undistributed income. Additionally, any income earned by FPI Agribusiness Inc., our taxable REIT subsidiary, and any other taxable REIT subsidiaries that we form or acquire in the future will be fully subject to U.S. federal, state and local corporate income tax.

Insurance

The Company maintains comprehensive property and casualty and general liability insurance through its relationship with a national insurance brokerage firm with extensive agricultural experience. The Company’s workers’ compensation is provided through a professional employee organization, and the Company maintains liability insurance covering its directors and officers. Certain other insurance programs are maintained as required by contract or deemed necessary by our management team, including crop insurance for farms operated by the Company. Under the terms and conditions of the leases on our current properties, tenants are generally required, at their expense, to obtain and keep in full force during the term of the lease liability ~~and property damage~~ insurance ~~policies~~ and to name us an additional insured party. To the extent required, tenants also maintain workers’ compensation policies for their businesses. These policies include liability coverage for bodily injury and property damage arising out of the ownership, use, occupancy or maintenance of the properties and all of their appurtenant areas. In addition to our tenants' insurance policies under which we will be an additional insured party, we also maintain comprehensive liability and casualty insurance covering all of our properties under a blanket insurance policy, which provides coverage to the extent there is insufficient coverage under our tenants' policies. The terms of leases that include variable rent payments generally require the tenant to carry crop insurance protecting against crop failures ~~and~~and/or crop price declines.

Regulation

~~Regulation~~

Farming Regulations

~~Farming Regulation~~

The farmland that we own and intend to acquire in the future is typically used for growing crops and is subject to the laws, ordinances and regulations of state, local and federal governments, including laws, ordinances and regulations involving land use and usage, water rights, treatment methods, disturbance, the environment and eminent domain.

Farmland is principally subject to environmental and agricultural laws, ordinances and regulations. Each governmental jurisdiction has its own distinct laws, ordinances and regulations governing the use of farmland. Many such laws, ordinances and regulations seek to regulate water usage and water runoff because water can be in limited supply, as is the case where certain of the properties in our portfolio are located.

All of the farms in our portfolio have sources of water, including expected precipitation, existing and planned wells and/or surface water, that currently provide sufficient amounts of water necessary for the current farming operations at each location. However, should the need arise for additional water from wells and/or surface water sources, such permits and approvals may be difficult to obtain in areas with limited supply of available water. We believe that as of the date of this Annual Report on Form 10-K our farms are in compliance with applicable state, county and federal environmental and agricultural regulations.

In addition to the regulation of water usage and water runoff, state, local and federal governments also seek to regulate the type, quantity and method of use of chemicals and materials for growing crops, including fertilizers, pesticides and nutrient rich materials. Such regulations could include restricting or preventing the use of such chemicals and materials near residential housing or near water sources. Further, some regulations have strictly forbidden or significantly limited the use of certain chemicals and materials.

As an owner of farmland, we may be liable or responsible for the actions or inactions of our tenants with respect to these laws, regulations and ordinances.

Real Estate Industry Regulation

Generally, the ownership and operation of real properties is subject to various laws, ordinances and regulations, including regulations relating to zoning, land use, water rights, wastewater, storm water runoff and lien sale rights and procedures. These laws, ordinances or regulations, such as the Comprehensive Environmental Response and Compensation Liability Act (“CERCLA”) and its state analogs, or any changes to any such laws, ordinances or regulations, could result in or increase the potential liability for environmental conditions or circumstances existing, or created by tenants or others, on our properties. Laws related to upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of our properties or other impairments to operations, any of which would adversely affect our cash flows from operating activities.

Environmental Matters

As an owner of real estate, we will be subject to various federal, state and local environmental laws, regulations and ordinances and also could be liable to third parties resulting from environmental contamination or noncompliance at our properties. Environmental laws often impose liability without regard to whether the owner or operator knew of or was responsible for the presence of the contaminants. The costs of any required investigation or cleanup of these substances could be substantial. The liability is generally not limited under such laws and could exceed the property’s value and the aggregate assets of the liable party. The presence of contamination or the failure to remediate contamination at our properties also may expose us to third-party liability for personal injury or property damage or adversely affect our ability to lease the real property or to borrow using the real estate as collateral. These and other risks related to environmental matters are described in more detail in “Item 1A. Risk Factors.”

Sustainability

We believe a strong commitment to multi-faceted sustainability supports our business model and promotes environmental stewardship. Our sustainability policy is founded on the principle of helping feed the world, especially people in poverty, with the least negative environmental impact possible. Sustainability is considered a high priority topic at all levels of our organization, with a commitment formulated by the Board of Directors and senior management team.

Social Impact, Human Rights, and Company Culture

Utilizing land for farming creates a more sustainable future for all by affordably feeding the world’s growing population and supplying food products that support better nutrition. Moreover, we act as a channel to bring capital, and therefore economic activity, to rural communities throughout the United States, supporting farming as a livelihood as it has been for thousands of years. We support the United Nations’ Universal Declaration of Human Rights and are committed to ensuring that human rights are respected throughout our extended community of employees, tenants and suppliers. We require our tenants to comply with all applicable labor and environmental regulations. We foster a company culture based on open communication and professional growth, and support employees engaged with non-profit organizations.

Environmental Sustainability

Farmland is more environmentally friendly than most types of commercial real estate, as agriculture naturally uses solar energy to capture carbon dioxide from the atmosphere and convert it into food, feed, fuel, and fiber. Principles of environmental sustainability are deeply interwoven into modern agricultural practices and are embedded into our farmland acquisition criteria and management practices. We foster long-term relationships with our tenants, who are incentivized to provide good stewardship for the land they rent from us. The use of farmland as a carbon sink to generate carbon credits is a double-impact (environmental and financial) opportunity that we believe will continue to increase in significance in coming years.

Renewable energy generation (wind and solar) is a component of our business model of growing importance. As of December 31, 2023, we leased acres to support 3 solar energy operational projects across 11 farms and 2 wind energy projects across 4 farms, which have the capacity to generate approximately 214 and 30 megawatts of renewable energy, respectively. We own 16 additional farms which have options for future solar projects. We expect to continue to take advantage of opportunities to place solar panels and windmills on farmland owned by FPI.

We place significant emphasis on the support of biodiversity and wildlife. Our portfolio supports biodiversity through the enrollment of acres, in partnership with our tenants, in the U.S. Department of Agriculture’s Conservation Reserve Program (CRP). In exchange for a yearly rental payment, CRP participants agree to remove less-productive land from agricultural production and re-establish native vegetation to improve water quality, prevent erosion, and protect wildlife habitat. We also agreed in 2021 to sell Ducks Unlimited (“DU”) approximately 1,268 acres of farmland in a three-part conservation transaction to support habitat restoration and protection in Virginia. The multi-year, staged sale concluded in November 2023 and was designed to provide DU maximum flexibility to secure capital for the project. Many more of our farms provide habitat for waterfowl and other wildlife.

Competition

Competition

~~Competition to our efforts~~ to acquire farmland can come from many different ~~entities.~~sources. Individual farmers are the most active buyers of farmland. Institutional investors, investment funds, other farmland REITs, individual investors and others also compete for farmland acreage. Investment firms that we might compete directly against for investment capital to be deployed in farmland could include agricultural investment firms such as Westchester Agriculture Asset Management (a TIAA company), ~~Hancock Agricultural~~Manulife Investment ~~Group,~~Management, International Farming Corporation, Ceres Partners, Gladstone Land ~~Corp, and~~Corporation, UBS Agrivest, ~~LLC.~~AgIS Capital, Homestead Capital, and Goldcrest Farm Trust Advisors. These firms engage in the acquisition, asset management, valuation and disposition of farmland properties.

Table of Contents

Human Capital Resources

~~Employees~~

Our employees are vital to our success. Our goal is to ensure that we have the right talent, in the right place, at the right time. We do that through our commitment to attracting, developing and retaining our employees.

We have designed a compensation structure, including an array of benefit and long-term incentive plans, that we believe is attractive to our current and prospective employees. We also offer employees the opportunity to participate in conferences and continuing education.

We seek to retain our employees by using their feedback to create and continually enhance programs that support their needs. We have a formal performance review process for our employees. We have a values-based culture, an important factor in retaining our employees. We are committed to having a diverse workforce, and an inclusive work environment is a natural extension of our culture.

At ~~March 1, 2018,~~December 31, 2023, we had ~~16 employees.~~26 employees, 25 of which are full time. None of our employees isare a member of a labor union.

Corporate Information

Our executive offices are located at 4600 South Syracuse Street, Suite 1450, Denver, Colorado 80237. Our telephone number at our executive offices is (720) 452-3100 and our corporate website is www.farmlandpartners.com. The information on, or accessible through, our website is not incorporated into and does not constitute a part of this Annual Report on Form 10-K or any other report or document we file with or furnish to the SEC.

Available Information

We file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports with the SEC. You may obtain copies of these documents ~~by visiting the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 or~~ by accessing the SEC’s website at www.sec.gov. In addition, as soon as reasonably practicable after such materials are furnished to the SEC, we make copies of these documents available to the public free of charge through our website or by contacting our Secretary at the address set forth above under “—Corporate Information.”

Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, and the charters of our audit committee, compensation committee, and nominating and corporate governance committee are all available in the Governance Documents section of the Corporate Information section of our website. The information accessible on our website is not incorporated in, nor should be considered a part of, this Annual Report on Form 10-K.

Financial Information

For required financial information related to our operations, please refer to our consolidated financial statements, including the notes thereto, included within this Annual Report on Form 10-K.

Item 1A. Risk Factors

Set forth below are the risks that we believe are material to our stockholders. You should carefully consider the following risks in evaluating our Company and our business. The occurrence of any of the following ~~risks~~factors, events or circumstances described below could materially adversely impact our financial condition, results of operations, cash flow, the market price of shares of our common stock and preferred stock and our ability to, among other things, satisfy our debt service obligations and to make distributions to our stockholders, which in turn could cause our stockholders to lose all or a part of their investment. Some statements in this report including statements in the following risk factors constitute forward-looking statements. Please refer to the section entitled “Special Note Regarding Forward-Looking Statements” at the beginning of this Annual Report on Form 10-K.

Risks Related to Our Business and Properties

We depend on our tenants to operate the farms we own in a manner that generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent and real estate taxes, maintain certain insurance coverage and maintain the properties generally. The ability of our tenants to fulfill their obligations under our leases depends, in part, upon the overall profitability of their farming operations, which could be adversely impacted by, among other things, adverse weather conditions, crop prices, crop disease, pests, and unfavorable or uncertain political, economic, business, trade or regulatory conditions. We are susceptible to any decline in the profitability of our tenants' farming operations, ~~for our variable-rent leases, pursuant~~ to ~~which~~ the ~~amount of rent depends on crop yields and prices realized by our tenants, as well as for our leases with terms longer than one year.~~extent that it would impact their ability to pay rents. In addition, many farms are dependent on a limited number of key individuals whose injury or death may affect the successful operation of the farm. We can provide no assurances that, if a tenant defaults on its obligations to us under a lease, we will be able to lease or re-lease that farm on economically favorable terms in a timely manner, or at all. In addition, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.

As a result, any downturn in the profitability of the farming operations of our tenants or a downturn in the farming industry as a whole could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

We have a substantial amount of indebtedness outstanding, which may expose us to the risk of default under our debt obligations, restrict our operations and our ability to grow our business and revenues and restrict our ability to pay distributions to our stockholders.

As of December 31, ~~2017 and March 1, 2018,~~2023, we had approximately ~~$515.8~~$363.1 million ~~and $515.8 million, respectively,~~ of outstanding indebtedness ~~all~~excluding debt issuance costs, most of which is secured by mortgages on our farms. We intend to incur additional debt in connection with refinancing of existing indebtedness, future acquisitions or for other purposes and, if necessary, we may borrow funds to make distributions to our stockholders in order to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes. ~~To the extent that~~In addition, we ~~do not~~ have ~~sufficient funds~~sold farms in order to repay ~~our debt at maturity, it~~indebtedness in the past and may ~~be necessary to refinance~~do so in the ~~debt through new debt or equity financings, which~~future. Such dispositions may not be available on acceptable terms or at all and which could be dilutive to our stockholders. If we are unable to refinance our debt on acceptable terms or at all, we may be forced to dispose of farmscome at inopportune times or on disadvantageous terms, which could result in losses.

In addition, our debt agreements include customary events of default, the occurrence of any of which, after any applicable cure period, would permit the lenders to, among other things, accelerate payment of all amounts outstanding under the loans and to exercise their remedies with respect to the collateral, including foreclosure and sale of the agricultural real estate securing the loans. Certain of our debt agreements also contain cross-default provisions that give the lender the right, in certain circumstances, to declare a default if we are in default under other loans. If any one of these events were to occur, our financial condition, results of operations, cash flow and ability to pay distributions to our stockholders could be materially and adversely affected.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

As of December 31, 2023, we had approximately $363.1 million of outstanding mortgage indebtedness excluding debt issuance costs. We intend to finance future property acquisitions, in part, with mortgage indebtedness. Mortgage and other secured debt obligations increase our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties. For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code.

Table of Contents

Our debt financing agreements restrict our ability to engage in certain business activities, including our ability to incur additional indebtedness, make capital expenditures and make certain investments.

Our existing debt financing agreements contain, and other debt financing agreements we may enter into in the future may contain customary negative covenants and other financial and operating covenants that, among other things:

●

restrict our ability to incur additional indebtedness;

●

restrict our ability to incur additional liens;

●

restrict our ability to make certain investments (including certain capital expenditures);

●

restrict our ability to merge with another company;

●

restrict our ability to sell or dispose of assets;

●

restrict our ability to make distributions to stockholders; and

●

require us to satisfy minimum financial coverage ratios, minimum tangible net worth requirements and maximum leverage ratios.

Beginning in 2022, the Board of Governors of the United States Federal Reserve Bank (the “Federal Reserve”) has undertaken a significant tightening of monetary policy, which has increased borrowing costs (through the resulting increase in interest rates) and decreased credit availability. The Federal Reserve has maintained elevated benchmark interest rates during 2022 and 2023 to help curb inflation, and although the Federal Reserve may reduce benchmark interest rates in 2024, there are no assurances that interest rates will be reduced on the anticipated timeline, and interest rates remain high. Future periods of rising interest rates could increase our borrowing costs on our existing floating-rate indebtedness as well as on any future fixed or floating rate indebtedness used to refinance existing indebtedness or to acquire new properties. As of December 31, 2023, $136.0 million of our outstanding indebtedness was subject to interest rates that reset from time to time (excluding our floating rate debt), of which $43.9 million was subject to interest rates that will be reset in 2024. As of December 31, 2023, the weighted average interest rate of the indebtedness subject to interest rate resets in 2024 was 3.07%, which we expect to increase significantly if benchmark interest rate levels remain constant as we expect them to during the course of 2024 (for more information on rate resets see “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable”). Increases in borrowing costs could reduce our income and cash flow and materially and adversely impact our results of operations, financial condition and our ability to make distributions to our stockholders.

Increases in interest rates will increase our tenants’ borrowing costs and make it more difficult for them to obtain credit and may cause land prices to decline.

Increasing interest rates result in higher borrowing costs for farmers and may make it more difficult for farm operators to obtain indebtedness to fund their operations, which could have an adverse impact on our tenants’ ability to make rental payments to us. Higher interest rates also tend to decrease U.S. and world economic growth, thus decreasing the demand for certain agricultural commodities.

All of these consequences could reduce farm income. If increases in interest rates are not accompanied by higher levels of farm income, this could lead to a reduction in our tenants’ profitability, which could have a material adverse effect on our business or results of operations, financial condition, and ability to make distributions to our stockholders.

We have issued Series A preferred units that may be converted to Common units on or after February 10, 2026, which Common units would be immediately redeemable, for cash or shares of common stock at the Company’s option. The conversion of such Series A preferred units and potential redemption of the converted Common units for shares of common stock could have an immediate dilutive effect on the ownership interests of our common stockholders.

On or after February 10, 2026 (the “Conversion Right Date”), holders of the Series A preferred units have the right to convert each Series A preferred unit into a number of Common units equal to (i) the $1,000 liquidation preference plus all accrued and unpaid distributions, divided by (ii) the volume-weighted average price per share of the Company’s common

Table of Contents

stock for the 20 trading days immediately preceding the applicable conversion date. All Common units received upon conversion may be immediately tendered for redemption for cash or, at the Company’s option, for shares of common stock on a one-for-one basis, subject to the terms and conditions set forth in the Partnership Agreement. Prior to the Conversion Right Date, the Series A preferred units may not be tendered for redemption by the Holder. To the extent the Series A preferred units are converted to Common units and such Common units are redeemed for shares of common stock, our existing common stockholders would experience an immediate, and potentially significant, dilutive effect on their ownership interest in the Company, which could cause the market price of our common stock to be materially adversely affected.

Global economic conditions, including inflation and supply chain disruptions, could adversely affect our and our tenants’ operations.

General global economic downturns and macroeconomic trends, including heightened inflation, volatility in the capital markets, interest rate and currency rate fluctuations, the war in Ukraine and the ongoing conflict in the Middle East, changes in trade policies among nations that import and/or export agricultural products and economic slowdown or recession, may result in unfavorable conditions that could negatively affect demand for our tenants’ crops and exacerbate some of the other risks that affect our business, financial condition and results of operations. In addition, during 2022 and 2023 the Federal Reserve repeatedly raised interest rates in response to concerns about inflation. Interest rate increases or other government actions taken to reduce inflation could also result in an economic recession.

Our tenants have experienced challenges in their supply chains and related price increases. Continued deterioration in the domestic or international economic environment may cause decreased demand for our tenants’ crops, which could result in lower sales volume and lower prices for their crops, as well as increase the cost of operating their businesses and a corresponding adverse effect on their ability to make rental payments to us, which would adversely impact our financial condition and results of operations.

Approximately ~~75%~~70% of our portfolio is comprised of properties used to grow primary crops such as corn, soybeans, wheat, rice and cotton, which subjects us to risks associated with primary row crops.

By value, approximately ~~75%~~70% of our portfolio is used for primary crops, such ascorn, soybeans, wheat, rice and cotton. As a result, any development or situation that adversely affects the value of properties generally, or the prices of corn, soybeans, wheat, rice or cotton, could have a more significant adverse impact on us than if our portfolio had less exposure to primary crops, which could materially and adversely impact our financial condition, results of operations and ability to make distributions to our stockholders.

~~Table of Contents~~

Investments in farmland used for permanent/specialty crops have a different risk profile than farmland used for annual row crops.

By value, approximately ~~25%~~30% of our portfolio is used for permanent crops, and, in the future, we may add to our investments in farmland used for permanent crops, as opposed to annual row crops. Permanent crops have plant structures (such as trees, vines or bushes) that produce yearly crops without being replanted. Examples include blueberries, oranges, apples, almonds and grapes. Permanent crops require more time and capital to plant and bear fruit and are more expensive to replace. If a farmer loses a permanent/specialty crop to drought, flooding, fire or disease, there generally would be significant time and capital needed to return the land to production because a tree or vine may take years to grow before bearing fruit.

Permanent crop plantings also reduce a farmer’s ability to adapt to changing market conditions by changing crops. If demand for one type of permanent crop decreases, the permanent crop farmer cannot easily convert the farm to another type of crop because permanent crop farmland is dedicated to one crop during the lifespan of the trees or vines and therefore cannot easily be rotated to adapt to changing environmental or market conditions.

Table of Contents

Our ability to ~~continue to~~ expand through farmland acquisitions is important to our business strategy and requires that we identify and consummate suitable acquisition or investment opportunities that meet our investment criteria and are compatible with our growth strategy. We compete for the acquisition of farmland and ~~properties~~real estate assets related to farming with many other entities engaged in agricultural and real estate investment activities, including individual and family operators of farming businesses, corporate agriculture companies, financial institutions, institutional pension funds, public ~~REITS,~~REITs, other real estate companies, private equity funds and other private real estate investors. These competitors may prevent us from acquiring desirable properties or may cause an increase in the price we must pay for such properties. Our competitors may adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible transaction terms. In addition, the number of entities and the amount of funds competing for suitable investment properties may increase, resulting in increased demand and increased prices paid for these properties. If we pay higher prices for properties, our profitability may decrease, and you may experience a lower return on your investment. Our failure to identify and consummate suitable acquisitions would significantly impede our growth, which would adversely affect our results of operations and cash available for distribution to our stockholders.

Failure to succeed in new markets may have adverse consequences.

We intend to continue to acquire properties across the U.S. and may from time to time evaluate potential international acquisitions. When we acquire properties located in new geographic areas in the U.S. or internationally, or properties primarily devoted to a crop or industry with which we are less familiar (such as certain specialty crops, energy production, dairy farms or hog farms), we may face risks associated with a lack of market knowledge or understanding of the local market, including the availability and identity of quality tenants, forging new business relationships in the area, developing an understanding of a crop or industry unfamiliar to us, and unfamiliarity with local or crop-specific government requirements and procedures. Furthermore, the negotiation of a potential expansion into new markets or industries may divert management time and other resources. As a result, we may have difficulties executing our business strategy in these new markets, which could have a negative impact on our results of operations and ability to make distributions to our stockholders.

We do not ~~intend to~~ continuously monitor and evaluate tenant credit quality, and our financial performance may be subject to risks associated with our tenants' financial condition and liquidity position.

Certain of our leases do not require the full payment of rent in cash in advance of the planting season, which subjects us to credit risk exposure to our farm-operator tenants and the risks associated with farming operations, such as weather, commodity price fluctuations and other factors. We also are exposed to these risks with respect to leases for which the rent is based on a percentage of a tenant's farming revenues and leases with terms greater than one year.Because we do not ~~intend to~~ monitor and evaluate the credit risk exposure related to farm-operator tenants on an ongoing basis, we are subject

~~Table of Contents~~

to the risk that our tenants, particularly those that may depend on ~~debt and~~ leverage to finance their operations, could be susceptible to bankruptcy in the event that their cash flows are insufficient to satisfy their financial obligations, including meeting their obligations to us under their leases. As a result, we may not become aware of a tenant's financial distress until the tenant fails to make payments to us when due, which may significantly reduce the amount of time we have to evict the tenant and re-lease the farmland to a new tenant before the start of the spring planting season, and in the event of a tenant bankruptcy we may not be able to terminate the lease. If we are unable to re-lease the farmland on a timely basis, it could have a material adverse effect on our revenues.

Our short-term leases ~~albeit an industry standard,~~ make us more susceptible to any decreases in prevailing market rental rates than would be the case if we entered into longer-term leases, which could have a material adverse effect on our results of operations and ability to make distributions to our stockholders.

~~Most of our~~Our leases with tenants engaged in farming operations have terms ~~ranging from two to three years for row crops and one to seven years for permanent crops, which is~~ customary in the farming ~~industry.~~industry, ranging from one to three years, with some extending up to 40 years (e.g., renewable energy leases). We expect that most of the leases we enter into in the future will have two to seven-year terms. As a result, we ~~will be~~are required to frequently re-lease our

Table of Contents

properties upon the expiration of our leases, which will make us more susceptible to declines in market rental rates than we would be if we were to enter into longer term leases. As a result, any decreases in the prevailing market rental rates in the geographic areas in which we own properties could have a material adverse effect on our results of operations and ability to make distributions to our stockholders.

We may be unable to collect balances due on our leases from any tenants in financial distress or bankruptcy, which could materially and adversely affect our financial condition, results of operations and cash flow.

We are subject to tenant credit risk. Our tenants, particularly those that may depend on ~~debt and~~ leverage, could be susceptible to defaults under their leases or bankruptcy in the event that their cash flows are insufficient to satisfy their financial ~~obligations.Certain~~obligations. Certain of our tenants have defaulted on their lease payments, and we have been forced to pursue alternative arrangements with those tenants in order to recover amounts due under the leases. In the future, we may be forced to enter into similar alternative arrangements or pursue litigation in order to collect payments from tenants who are unable make their lease payments as they come due. We can provide no assurances that we will be able to collect the full amount due under a particular lease if we are forced to pursue alternative payment arrangements or litigation with any of our tenants.

If a bankrupt tenant rejects a lease with us, any claim we might have for breach of the lease, excluding a claim against collateral securing the lease, would be treated as a general unsecured claim. In the event of a tenant's default under its lease or its rejection of the lease in bankruptcy proceedings, we may be unable to locate a replacement tenant in a timely manner or on comparable or better terms. As a result, our financial condition, results of operations and ability to make distributions to our stockholders could be adversely affected.

In order to maintain our qualification as a REIT, we are required under the Code to, among other things, distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including acquisition opportunities and principal and interest payments on any outstanding debt, from operating cash flow. Consequently, we rely on third-party sources to fund our capital needs. We may not be able to obtain such financing on favorable terms, in the time period we desire, or at all. Any debt we incur will increase our leverage, expose us to the risk of default and may impose operating restrictions on us, and any additional equity we raise (including the issuance of ~~Common~~common or preferred units) could be dilutive to existing stockholders. Our access to third-party sources of capital depends, in part, on:

~~Table of Contents~~

●

general market ~~conditions;~~

conditions, including conditions that are out of our control, such as actions or proposed actions of the current U.S. Presidential administration and the Federal Reserve to curb inflation or the impact of future public health crises;

●

novel and unforeseen market volatility and trading strategies, such as short squeeze-rallies caused by retail investors on retail trading platforms;

●

the ~~market's~~market’s view of the quality of our assets;

●

the ~~market's~~market’s perception of our growth potential;

●

our debt levels;

●

our current and expected future earnings;

●

our cash flow and cash distributions; and

●

the market price per share of our common ~~stock and preferred~~ stock.

If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT.

Table of Contents

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

The real estate investments made, and to be made, by us may be difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to liquidity needs, changing economic, financial and investment conditions may be ~~limited.~~limited or we may have to sell properties at a loss. In addition, we seek to opportunistically dispose of properties when we are able to do so at a price we consider attractive and/or recognize a gain on sale. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We have used dispositions of assets in the past in order to meet our liquidity requirements. If we are required to dispose of additional assets for liquidity purposes, we may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. Opportunities to dispose of assets at a gain may not be available to us, which would reduce our cash on hand for stock repurchases, distributions to stockholders, or for any other purpose. In particular, weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located, in each case may limit our ability to dispose of a property. ~~Moreover, our ability to dispose of certain of our properties within a specific time period is subject to certain limitations imposed by our tax protection agreement.~~

In addition, the Code imposes restrictions on a ~~REIT's~~REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interests. Moreover, if we acquire properties from C corporations (i.e., corporations generally subject to full corporate-level tax) in certain non-taxable transactions, as ~~was~~we have done in the ~~case with our acquisition of the Hudye Farm in 2014,~~past, built-in gain recognized on the non-taxable disposition of such properties within 5 years of our acquisition will be subject to tax at the highest applicable U.S. federal corporate income tax rate. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.

Some state laws prohibit or restrict the ownership of agricultural land by business entities, which could impede the growth of our portfolio and our ability to diversify geographically.

Certain states, including Iowa, North Dakota, South Dakota, Minnesota, Oklahoma, Wisconsin, Missouri and Kansas, in which a substantial amount of primary crop farmland is located, have laws that prohibit or restrict to varying degrees the ownership of agricultural land by corporations or business entities like us. As of December 31, ~~2017,~~2023, we owned ~~1,959~~320 acres of farmland in Kansas, 815 acres in Missouri and 2,114 acres in Oklahoma, and our ownership of those farms may be challenged under Kansas, Missouri or Oklahoma law, in which case we may be required to sell those farms at an unfavorable time and on unfavorable terms. Additional states may, in the future, pass similar or more restrictive laws, and we may not be legally permitted, or it may become overly burdensome or expensive, to acquire properties in these states, which could impede the growth of our portfolio and our ability to diversify geographically in states that might otherwise have attractive investment opportunities.

Our farms are subject to adverse weather conditions, seasonal variability, crop disease and other contaminants, natural disasters and other natural conditions, including the effects of climate change and water availability, which may adversely affect the amount of variable rent or income from direct operations and/or our tenants' ability to pay fixed or variable rent and thereby have a material adverse effect on our results of operations, financial condition, and our ability to make distributions to stockholders.

Crops are vulnerable to adverse weather conditions, including windstorms, tornados, floods, drought and temperature extremes, which are common but difficult to ~~predict.~~predict, and may occur with higher frequency or be even less predictable in the future due to the effects of climate change. Unfavorable growing conditions can reduce both crop yield and quality. Seasonal factors, including supply and consumer demand, may also have an effect on the value of crops grown by our tenants. In extreme cases, entire harvests may be lost in some geographic areas.

~~Table of Contents~~

In addition, crops are vulnerable to disease and pests. Damages to ~~tenants'~~tenants’ crops may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions. The costs to control these infestations vary depending on the severity of the damage and the extent of the

Table of Contents

plantings affected. These infestations can increase the costs and decrease the revenues of our tenants. Tenants may also incur losses from product recalls, fines or litigation due to other contaminants that may cause food borne illness. It is difficult to predict the occurrence or severity of such product recalls, fines or litigation as well as their impact upon our tenants.

We are particularly susceptible to adverse weather conditions (such as windstorms, tornados, floods, drought, hail and temperature extremes), transportation conditions (including navigation of the Mississippi River), crop disease, pests and other adverse growing conditions in California, Illinois, ~~California,~~North Carolina, Colorado ~~South Carolina~~ and Arkansas, which generate ~~the majority~~a significant portion of our revenues.

While many of our leases are on a fixed-rent basis that does not change based on the success of the farming operations, we also utilize variable-rent leases pursuant to which the amount of the rent depends on crop yields and prices in regions where such arrangements are prevalent. Adverse weather conditions, seasonal variability, crop disease, pests and contaminants, natural disasters and other natural conditions, including the effects of climate change, could adversely affect the value of production on properties. This could impact our variable rent proceeds and our tenants' ability to continue to meet their obligations to us. This could have a material adverse effect on the value of our properties, our results of operations, financial condition, and our ability to make distributions to our stockholders.

The market prices of the crops that our tenants may produce on our agricultural properties have exhibited periods of volatility, which may affect our tenants' ability to pay rent and thereby have a material adverse effect on our results of operations and our ability to make distributions to stockholders.

The value of a crop is affected by many factors that can differ on a yearly basis. The unpredictability of weather and crop yields in the major crop production regions worldwide creates a significant risk of price volatility, which may either increase or decrease the value of the crops that our tenants produce each year. Other material factors adding to the volatility of crop prices are changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets, and eruptions of military conflicts or civil unrest. Although rental payments under the majority of our leases typically are not based on the quality or profitability of our tenants' harvests, any of these factors could adversely affect our tenants' ability to meet their obligations to us and our ability to lease or re-lease properties on favorable terms, or at all, which could have a material adverse effect on the value of our properties, our results of operations and our ability to make distributions to our stockholders.

The impacts of trade disputes and geopolitical conflicts, such as the ongoing war in Ukraine and in the Middle East, could adversely affect the profitability of our tenants’ farming operations, which could have a material adverse effect on our results of operations, financial condition, ability to make distributions to our stockholders and the value of our properties.

The potential for trade disputes between the United States and its primary agricultural trade partners has increased in recent years. This impacts the volatility of the market prices of certain crops that our tenants grow on our properties. There can be no assurances as to the impact of any change in trade policy on market prices of crops.

Similarly, our and our tenants’ operations are subject to risks stemming from geopolitical conflicts, such as the ongoing war in Ukraine and the conflict in the Middle East. Food prices were at near record highs before the beginning of the war in Ukraine and have increased as a result of the war. U.S. farmers have seen increased profitability as a result of rising prices. However, we can provide no assurances that this increased profitability is sustainable in light of inflationary pressures on farming costs, rising interest rates and other economic factors or that such increase will result in commensurate increases in rental rates.

A reduction in crop prices could adversely affect the profitability of our tenants and negatively impact their ability to make rental payments as they come due. If we are unable to recover the rental payments, our results of operations, financial condition and ability to make distributions to our stockholders could be materially and adversely affected. If we are required to remove a tenant, we may not be able to re-lease the property at current rental rates or at all. Furthermore, prolonged trade disputes or geopolitical conflicts that lead to a continuation of depressed crop prices could materially and adversely affect the underlying value of our properties.

Table of Contents

Adverse changes in government policies related to farming could affect the prices of crops and the profitability of farming operations, which could materially and adversely affect the value of our properties and our results of operations.

There are a number of government programs that directly or indirectly affect the profitability of farm operators. These include marketing, export, renewable fuel and insurance policies and programs. Significant changes to or the elimination of programs and policies could adversely affect crop prices and the profitability of farming operations, which could materially and adversely impact the value of our farms and our ability to lease them on favorable terms, or at all, which would have a material adverse effect on our results of operations.

~~If the U.S. Federal Reserve~~We may be subject to unknown or ~~other central banks embark on a substantial tightening of monetary policy~~contingent liabilities related to acquired properties and properties that we may acquire in the future, ~~that causes real interest rates to rise substantially, it may cause land prices to decline if the rise in interest rates is not accompanied by rises in the general levels of inflation.~~

A substantial tightening of monetary policy by the U.S. Federal Reserve or other central banks would increase credit costs (through the resulting increase in interest rates) and decrease credit availability. Thiswhich could hurt farm operators because higher real interest rates (which is defined as nominal interest rates minus the inflation rate) make it more difficult for farm operators to qualify for loans and increase their borrowing costs. Higher interest rates also tend to decrease U.S. and world economic growth, thus decreasing the demand for agricultural commodities.

~~Table of Contents~~

All of these consequences could reduce farm income. If increases in real interest rates are not accompanied by higher levels of farm income and rents, this could lead to declines in agricultural land values and a reduction in our profitability, either of which would have a material adverse effect on us.

Properties that we have acquired, and properties that we may acquire in the future, may be subject to unknown or contingent liabilities (for example, environmental or related liabilities or liabilities related to water usage) for which we may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under the transaction agreements related to the purchase of properties that we acquire may not survive the completion of the transactions. Furthermore, indemnification under such agreements may be limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with these properties may exceed our ~~business or results~~expectations, and we may experience other unanticipated adverse effects, all of ~~operations, financial condition,~~which may materially and ~~ability to make distributions to our stockholders.~~adversely affect us.

The loss of key management personnel, particularly Paul A. Pittman and Luca Fabbri, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives.

Our future success depends to a significant extent on the continued service and coordination of our senior management ~~team, which is comprised of Paul A. Pittman, our Executive Chairman and Chief Executive Officer and Luca Fabbri, our Chief Financial Officer.~~team. We can provide no assurances that any of our key personnel will continue their employment with us. ~~The~~In particular, the loss of the services of ~~Messrs.~~Mr. Paul A. Pittman, our Executive Chairman of the Board of Directors, or Mr. Luca Fabbri, our President, Chief Executive Officer and ~~Fabbri~~a member of our Board of Directors, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.

InWe have entered into joint investments (including our ownership interest in the OZ Fund) and may in the future, ~~we may~~ co-invest with third parties through partnerships, joint ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for developing properties and managing the affairs of a property, partnership, joint venture or other entity. With respect to ~~any such arrangement or~~our ownership interest in the OZ Fund and any similar ~~arrangement~~arrangements that we may enter into in the future, we are not, and in the future may not be, in a position to exercise ~~sole~~any decision-making authority regarding the property, partnership, joint venture or other entity. ~~Investments~~Such joint investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not otherwise present ~~where~~with a ~~third party is not involved,~~direct investment in farmland properties, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals and may be in a position to take actions contrary to our policies or objectives, and they may have competing interests in our markets that could create conflicts of interest. Such investments may also have the potential risk of impasses on decisions, such as a sale or financing, because neither we nor the partner(s) or co-venturer(s) would have full control over the partnership or joint venture. In addition, a sale or transfer by us to a third party of our interests in the joint venture may be subject to consent rights or rights of first refusal, in favor of our joint venture partners, which would in each case restrict our ability to dispose of our interest in the joint venture. Where we are a limited partner or non-managing member in any partnership or limited liability company, if such entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. Disputes

Table of Contents

between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Our joint ventures may be subject to debt and, during periods of volatile credit markets, the refinancing of such debt may require equity capital calls.

We may fail to realize some or all of the anticipated benefits of our ownership interest in the OZ Fund, our long-term management agreement with the OZ Fund, the acquisition of MWA and the launch of a joint asset management platform with MWA, or those benefits may take longer to realize than expected. We may also encounter significant difficulties in managing the business and operations of OZ Fund and MWA client properties. The future results of our Company will ~~continue~~suffer if we do not effectively manage properties on behalf of the OZ Fund and MWA clients.

Our ability to ~~incur~~realize the anticipated benefits of our ownership interest in the OZ Fund, our long-term management agreement with the OZ Fund, the acquisition of MWA and the asset management platform within MWA depends, in part, on our ability to successfully manage the business and operations of OZ Fund and MWA client properties. Following the consummation of the long-term management agreement with the OZ Fund and the acquisition of MWA, the number of acres of third-party farmland under our management increased significantly. If we fail to operate these business lines successfully, we may suffer losses.

Furthermore, our ownership interest in the OZ Fund, the acquisition of MWA and our management of OZ Fund and MWA client properties could expose us to unknown or contingent liabilities that were not discovered during the course of due diligence. These liabilities could include exposure to unexpected environmental problems, compliance and regulatory violations, key employee and client retention problems and other problems that could result in significant costs asto us. Many of these factors are outside our control, and any one of them could result in increased costs and liabilities, decreases in the amount of expected revenues, earnings and cash flows, and diversion of management’s time and energy, which could have a ~~result~~material adverse effect on the business of ~~becoming a public company, and such costs may increase if and when we cease to be an “emerging growth company.”~~

~~As a public company,~~the OZ Fund, MWA and/or us. All of these factors could negatively impact the asset management fees we expect to earn from the management of OZ Fund and MWA client properties and the returns we anticipate receiving from our ownership interest in the OZ Fund and the acquisition of MWA, all of which could negatively impact the price of our common stock, or have a material adverse effect on our business, financial condition and results of operations.

We are exposed to risks associated with the management of third-party owned farmland and ancillary agricultural business activities and failure to succeed in new markets and these new lines of business may have adverse consequences.

Through our long-term management agreement with the OZ Fund, property management business activity within MWA and our November 2022 purchase of land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand, we engage in property management activities on behalf of third-party property owners and lease out new agricultural-related properties, and may continue to ~~incur significant legal, accounting, insurance~~pursue similar strategic activities if appropriate opportunities arise. Our historical experience in our existing markets in acquiring, owning and ~~other expenses~~leasing farmland does not ensure that we ~~did not incur~~will be able to operate successfully in new markets or in new lines of business. We may be exposed to a variety of risks when we enter a new market, property management opportunity or ancillary agricultural business activity, including an inability to accurately evaluate local market conditions and a lack of familiarity with local tenants. We may be unsuccessful in managing farmland properties on behalf of third-parties or leasing out agricultural equipment dealerships, which could have a material adverse effect on our results of operations and we may be liable and/or our status as a private company, including costs associated with public company reporting requirements. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect compliance with these public reporting requirements and associated rules and regulations to increase expenses, particularly after we are no longer an emerging growth company, although we are currently unable to estimate these costs with any degree of certainty. We couldREIT may be ~~an emerging growth company for up to five years after our initial public offering, although circumstances could~~jeopardized if the third-party farmland management or agricultural equipment dealership facilities cause us to ~~lose that status earlier, which could result in our incurring additional costs applicable~~fail to ~~public companies that are not emerging growth companies.~~ comply with various tax or other regulatory matters.

If we fail to maintain effective internal ~~control~~controls over financial reporting, we may not be able to accurately report our financial results, which may adversely affect investor confidence in our ~~company~~Company and, as a result, the value of our common stock.

Our management is responsible for establishing and maintaining adequate internal ~~control~~controls over financial reporting. ~~After we are no longer~~While our Annual Report on Form 10-K for the year ended December 31, 2019 contained an ~~emerging growth company under the JOBS Act,~~independent auditor’s attestation report pursuant to Section ~~404~~404(b) of the Sarbanes-Oxley Act ~~requires our auditors to deliver an attestation report on the effectiveness~~ of ~~our internal control over financial reporting in conjunction with their opinion on our audited financial statements. Substantial work on our part is~~2002, as amended (the “Sarbanes-Oxley Act”), we are not required to ~~implement appropriate processes, document~~include such an audit report in this Annual Report. We have identified material weaknesses in the ~~system of internal control over key processes, assess their design, remediate any deficiencies identified and test their operation. This process is expected to be both costly and challenging. We~~past. While we believe we have remediated all past material weaknesses, we cannot give any assurances that other material weaknesses will not be identified in the future in connection with our compliance with the provisions of Section 404 of the Sarbanes-Oxley Act. The existence of any material weakness would preclude a conclusion by management and our independent auditors that we maintained effective internal control over financial reporting. Our management may be required to devote significant time and expense to remediate any material weaknesses that may be discovered and may not be able to remediate any material weakness in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, all of which could lead to a decline in the per-share trading price of our common ~~stock~~stock. In addition, at the time we no longer qualify as a smaller reporting company, we will be required to include an auditor attestation report pursuant to Section 404 of the Sarbanes Oxley Act, which will cause us to incur additional expenses, which may be significant.

Under the FPI Loan Program, we provide loans to third-party farmers, which exposes us to risks associated with being a lender, including the risk that borrowers default on their obligations to us, which could adversely affect our results of operations and financial condition.

Under the FPI Loan Program, ~~which was announced in August 2015,~~ we make loans to third-party farmers (both tenant and non-tenant) to provide ~~partial~~ financing for borrowers’ working capital requirements and operational farming activities, farming infrastructure projects, and for other farming and agricultural real estate related purposes. ~~The loans are collateralized by farm real estate.~~ As of ~~the date of this Annual Report on Form 10-K,~~December 31, 2023, we have made ~~seven~~loans to twelve distinct borrowers with original principal amounts totaling $36.7 million. These loans consist of: 15 loan agreements which were originally secured by senior ~~secured~~ first-lien mortgage loans ~~to farmers totaling $12.5 million, with $7.2 million outstanding at~~secured against farmland; one loan is secured by a second mortgage secured against farmland and a personal guaranty; three loan agreements which were originally secured by working capital assets of the borrower; and one loan agreement which was originally secured by equipment of the borrower. As of December 31, ~~2017,~~2023, the remaining loan balances total $13.9 million (representing 1% of our total assets as of December 31, 2023), of which $13.4 million were secured by senior first-lien mortgages and we$0.5 million was secured by a second mortgage. We intend to make similar loans under the FPI Loan Program in the future. Payments on such loans depend on the profitable operation or management of the farmland or farmland-related property securing the loan or the maintenance of any equipment, or other assets securing the loan. The success of the farmland or farm-related property may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields, declines in market prices for agricultural products (both domestically and internationally) and the impact of government regulations (including changes in price supports, subsidies and environmental regulations). In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower's ability to repay the loan may be impaired. If a borrower defaults under a ~~mortgage~~ loan for which we are the lender, we may attempt to foreclose on the collateral securing the loan, including by acquiring title to the subject property, crops, or equipment, to protect our investment. In response, the defaulting borrower may contest our enforcement of foreclosure or other available remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies, or bring claims against us for lender liability. If a defaulting borrower seeks bankruptcy protection, the automatic stay provisions of the U.S. Bankruptcy Code would preclude us from enforcing foreclosure or other available remedies against the borrower unless relief is first obtained from the court with jurisdiction over the bankruptcy case. In addition, we may be subject to intercreditor agreements that delay, impact, govern or limit our ability to foreclose on a lien securing a loan or otherwise delay or limit our pursuit of our rights and remedies. Any such delay or limit on our ability to pursue our rights or remedies could adversely affect our business, results of operations and ability to make distributions to our stockholders. In the event of a foreclosure, we may assume direct ownership of the underlying farm. Even if we successfully foreclose on the collateral securing our mortgage loans, foreclosure-related costs, high loan-to-value ratios or

Table of Contents

declines in property values could prevent us from realizing the full amount of our mortgage loans, and we could be required to record a valuation allowance for such losses.

Liability for uninsured or underinsured losses could materially and adversely affect our financial condition and cash flow.

~~Table~~Our properties may be damaged by adverse weather conditions and natural disasters, such as earthquakes, floods and tornadoes. Our insurance may not be adequate to cover all damages or losses from these events, or we may view it as not economically prudent to purchase insurance for certain types of ~~Contents~~

losses. Should an uninsured loss occur, we could lose our capital investment or anticipated profits and cash flows from one or more properties. If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss, which could have an adverse effect on our cash flow.

We have previously been subject to, and may in the future be subject to, litigation or threatened litigation, which may ~~divert management time and attention,~~ require us to pay damages and expenses or restrict the operation of our business.

We have previously been subject to, and may be subject in the future, to litigation or threatened litigation, including claims relating to the actions of our tenants, claims brought by stockholders, and otherwise in the ordinary course of business. In particular, we are subject to the risk of complaints by our tenants involving premises liability claims and alleged violations of landlord-tenant laws, which may give rise to litigation or governmental investigations, as well as claims and litigation relating to real estate rights or uses of our properties. ~~Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against.~~ Additionally, whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management's ability to focus on our business. Any such resolution could involve the payment ofpay damages or expenses, ~~by us,~~ which may be significant, or involve our agreement with terms that restrict the operation of our business. We generally intend to vigorously defend ourselves; however, we cannot be certain of the ultimate outcomes of pending claims against the Company or of those claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage and could expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors, which could adversely impact our results of operations, cash flows and our ability to pay distributions on, and the value of, our common and preferred stock. For more information about our resolved and ongoing legal proceedings see “Note 8—Commitments and Contingencies” to our Consolidated Financial Statements included in Part IV, Item 8 of this Annual Report on Form 10-K.

~~Liability~~We may incur significant unrecoverable costs if we are not successful in connection with the litigation we have filed against Sabrepoint.

As described in further detail in “Note 8—Commitments and Contingencies” to our Consolidated Financial Statements included in Part IV, Item 8 of this Annual Report on Form 10-K, on July 2, 2021, the Company filed a complaint against First Sabrepoint Capital Management, LP, Sabrepoint Capital Partners, LP, Sabrepoint Capital Participation, LP, George Baxter, and Donald Marchiony (collectively, “Sabrepoint”) seeking relief for ~~uninsured or underinsured losses could materially~~Sabrepoint’s alleged role in a “short and ~~adversely affect~~distort scheme” to profit from an artificial decline in the Company’s stock price stemming from an article posted on Seeking Alpha, which contained numerous false statements about the Company. On December 17, 2021, the Company's claims against Sabrepoint were dismissed by the court , which granted (i) Sabrepoint's motion for summary judgment on collateral estoppel grounds, and (ii) motion to dismiss pursuant to the Texas Citizens Participation Act (“TCPA”). On March 21, 2022, after the Company filed a notice signaling an intent to appeal both orders, the Court of Appeals for the Fifth District of Texas (the “Court of Appeals”) entered an order declaring the trial court's TCPA order “VOID because the motion was denied by operation of law….” Accordingly, the Company narrowed its appeal to the trial court's grant of summary judgment. On January 26, 2022, Sabrepoint filed a motion for attorney's fees relating to the defense of that action. The trial court granted the motion for certain fees claimed by Sabrepoint as relating to its pursuit of its TCPA motion, but as noted above, the Court of Appeals subsequently overturned the TCPA order that formed the basis of Sabrepoint’s fee request, mooting the motion and the Court’s order on the same. On June 30, 2023, the Court of Appeals granted the

Table of Contents

Company’s appeal, determining that the Company’s claims against Sabrepoint are not barred, reversing the trial court and remanding the case for further proceedings on the merits. On October 13, 2023, Sabrepoint filed a Petition for Review with the Texas Supreme Court, requesting the court to review the Court of Appeals’ decision. The Company filed a response to the Sabrepoint Petition for Review with the Texas Supreme Court on December 27, 2023, and on February 16, 2024, the Texas Supreme Court requested a briefing on the merits. The petition is now fully briefed and pending a decision from the court. For more information see “Note 8—Commitments and Contingencies” to our Consolidated Financial Statements included in Part IV, Item 8 of this Annual Report on Form 10-K. We may not be successful in this litigation, in which case we would have incurred significant costs and expenses. Even if we are successful, there can be no assurance that we will be able to recover damages. To the extent that any such adverse effects exceed any benefits we may realize from pursuing this litigation, our business, prospects, financial condition and ~~cash flow.~~results of operations may suffer materially.

Our properties may be damaged by adverse weather conditions and natural disasters, such as earthquakes, floods and tornados. Our insurance may not be adequate to cover all damages or losses from these events, or we may view it as not economically prudent to purchase insurance for certain types of losses. Should an uninsured loss occur, we could lose our capital investment or anticipated profits and cash flows from one or more properties. If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss, which could have an adverse effect on our cash flow.

A cybersecurity incident and other technology disruptions could result in a violation of law or negatively impact our reputation and relationships with our tenants, any of which could have a material adverse effect on our results of operations and our financial condition.

Information and security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. We use computers in substantially all aspects of our business operations, and we also use mobile devices and other online activities to connect with our employees and tenants. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information. We have in the past experienced cyberattacks on our computers and computer networks, and, while none to date have been material, we expect that additional cyberattacks will occur in the future. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including tenants’, suppliers’ and employees’ personally identifiable information and financial and strategic information about us.

If we fail to assess and identify cybersecurity risks associated with our operations, we may become increasingly vulnerable to such risks. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we and our suppliers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us and our suppliers to entirely mitigate this risk. Further, in the future we may be required to expend additional resources to continue to enhance information security measures and/or to investigate and remediate any information security vulnerabilities. We can provide no assurances that the measures we have implemented to prevent security breaches and cyber incidents will be effective in the event of a cyber-attack.

~~Table of Contents~~

The theft, destruction, loss, misappropriation or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third-parties on which we rely, could result in business disruption, negative publicity, violation of privacy laws, loss of tenants, potential liability and competitive disadvantage, any of which could result in a material adverse effect on financial condition or results of operations.

For more information on cybersecurity, see “Item 1C. Cybersecurity Disclosure.”

Potential liability for environmental matters could materially and adversely affect our results of operations and financial condition.

We are subject to the risk of liabilities under federal, state and local environmental laws applicable to agricultural properties, including those related to wetlands, groundwater and water runoff. Some of these laws could subject us to:

●

responsibility and liability for the cost of removal or remediation of hazardous substances released on our properties, generally without regard to our knowledge of or responsibility for the presence of the contaminants;

●

liability for the costs of investigation, removal or remediation of hazardous substances or chemical releases at disposal facilities for persons who arrange for the disposal or treatment of these substances; and

Table of Contents

●

potential liability for claims by third parties for damages resulting from environmental contaminants.

Environmental site assessments were not conducted on all the farms in our portfolio and we do not expect to conduct environment site assessments on all farms we acquire in the future. Our costs of investigation, remediation or removal of hazardous substances may be substantial. In addition, the presence of hazardous substances on one of our properties, or the failure to properly remediate a contaminated property, could adversely affect our ability to sell or lease the property or to borrow using the property as collateral. We may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Additionally, we could become subject to new, stricter environmental regulations, which could diminish the utility of our properties and have a material adverse impact on our results of operations and financial condition.

Although we own the surface rights to our farms and expect to own the surface rights to properties that we acquire in the future, other persons or entities may own third-party access rights on our properties based upon their ownership of certain minerals, power generation and transportation infrastructure or similar property rights. Some of these third-party access rights, such as those related to oil, water or natural gas may be located under the surfaces of these properties, while others, particularly those third-party access rights related to power generation and transportation infrastructure such as wind turbines or oil pipelines, may be located on or above the surfaces of these properties. For example, in connection with our acquisition of ~~the Hudye Farm, we granted~~a group of farms in Colorado and Kansas, the seller retained 50% of the mineral rights related to the farm. Currently there is no mineral development or significant power generation and transportation infrastructure on the farms in our portfolio other than on properties for which we own the rights, but we can provide no assurances that third parties will not assert claims for mineral rights, third-party access rights related to power generation and transportation infrastructure and other related property rights on the farms in our portfolio or that farmland that we acquire in the future will not be subject to these third-party access rights. To the extent that third parties have third-party rights on farmland that we currently own or acquire in the future, we expect that we would be required to permit third parties to enter our properties for the purpose of such activities as drilling and operating oil or gas wells, operating and maintaining oil pipelines and operating and maintaining wind turbines on the premises. We may also be required to set aside a reasonable portion of the surface area of our properties to accommodate these operations. The devotion of a portion of our properties to these operations would reduce the amount of the surface available for farming or farm-related uses. Such activities might also disrupt the productivity of the farmland or property related to farming or increase the risk of environmental liabilities, any of which could adversely impact the rents that we receive from leasing these properties.

~~Table of Contents~~

~~Increases in mortgage rates or unavailability of mortgage debt~~We are subject to risks associated with public health crises, such as pandemics and epidemics which may ~~make it difficult for us to finance or refinance our debt, which could~~ have a material adverse effect on our business. The nature and extent of future impacts are highly uncertain and unpredictable.

We are subject to risks associated with public health crises, such as pandemics and epidemics. Our rental revenue and operating results depend significantly on the ability of our tenants to meet their rent and other obligations to us. If the impacts of a future public health crisis continue for an extended period of time, we expect that certain tenants may experience financial ~~condition, results of operations, growth prospects~~distress, which could result in late payments, requests for rental relief, business closures, rent concessions or other accommodations, as applicable. In some cases, we may have to restructure tenants’ long-term rent obligations and ~~our ability to make distributions to stockholders.~~

~~If mortgage debt is unavailable to us at reasonable rates or at all, we~~ may not be able to ~~finance~~do so on terms that are as favorable to us as those currently in place.

The scope and duration of any future public health crisis, including the ~~purchase~~potential emergence of new variants of the COVID-19 virus, the pace at which government restrictions are imposed and lifted, the scope of additional ~~properties or refinance existing debt when it becomes due. If interest~~actions taken to mitigate the spread of disease, global vaccination and booster rates, the speed and extent to which global markets and utilization rates for our products fully recover from the disruptions caused by such a public health crisis, and the impact of these factors on our business, financial condition and results of operations, will depend on future developments that are ~~higher when we refinance our debt, our income~~highly uncertain and ~~cash flow could~~cannot be ~~reduced, which would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing more stock or by borrowing more money. In addition, to~~predicted with confidence.

Table of Contents

To the extent ~~we are unable to refinance~~public health crises adversely affect our ~~debt when~~operations and global economic conditions more generally, it ~~becomes due, we will~~may also have ~~fewer debt guarantee opportunities available to offer under our tax protection agreement, which could trigger an obligation to indemnify certain parties under~~ the ~~tax protection agreement.~~effect of heightening many of the other risks described herein.

~~Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.~~

As of December 31, 2017 and March 1, 2018, we had approximately $515.8 million and $515.8 million, respectively, of outstanding mortgage indebtedness. We intend to finance future property acquisitions, in part, with mortgage indebtedness. Mortgage and other secured debt obligations increase our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties. For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. Foreclosures could also trigger our tax indemnification obligations under the terms of our tax protection agreement with respect to the sales of certain properties.

Our existing debt financing agreements contain, and other debt financing agreements we may enter into in the future may contain, customary negative covenants and other financial and operating covenants that, among other things:

~~restrict our ability to incur additional indebtedness;~~

~~restrict our ability to incur additional liens;~~

~~restrict our ability to make certain investments (including certain capital expenditures);~~

~~restrict our ability to merge with another company;~~

~~restrict our ability to sell or dispose of assets;~~

~~restrict our ability to make distributions to stockholders; and~~

~~require us to satisfy minimum financial coverage ratios, minimum tangible net worth requirements and maximum leverage ratios.~~

Risks Related to Our Organizational Structure

~~We may be subject to unknown or contingent liabilities related to acquired properties and properties that we may acquire in the future, which could have a material adverse effect on us.~~

Properties that we have acquired, including the properties we acquired in the AFCO Mergers, and properties that we may acquire in the future, may be subject to unknown or contingent liabilities for which we may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under the transaction agreements related to the purchase of properties that we acquire may not survive the completion of the transactions. Furthermore, indemnification under such agreements may be limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts

~~Table of Contents~~

with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with these properties may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may materially and adversely affect us.

Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our ~~operating partnership,~~Operating Partnership, which may impede business decisions that could benefit our stockholders.

Although holders of our Common units do not have voting rights or the power to direct the ~~Company's~~Company’s affairs, there could be potential conflicts, conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our ~~operating partnership~~Operating Partnership or any partner thereof. ~~As of the date of this Annual Report on Form 10-K, Mr. Pittman owned 2.6% of the Common units in our operating partnership.~~

Our directors and officers have duties to our company under Maryland law in connection with their management of our ~~company.~~Company. At the same time, our wholly owned subsidiary, Farmland Partners OP GP, LLC, as the general partner of our ~~operating partnership,~~Operating Partnership, has fiduciary duties and obligations to our ~~operating partnership~~Operating Partnership and its limited partners under Delaware law and the partnership agreement in connection with the management of our ~~operating partnership.~~Operating Partnership. The general partner's fiduciary duties and obligations as the general partner of our ~~operating partnership~~Operating Partnership may come into conflict with the duties of our directors and officers to our ~~company.~~Company. These conflicts of interest could lead to decisions that are not in the best interests of the Company and its stockholders.

Unless otherwise provided for in a partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of good faith, fairness and loyalty and which generally prohibit such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest. The partnership agreement provides that, in the event of a conflict between the interests of the limited partners of our ~~operating partnership,~~Operating Partnership, on the one hand, and the separate interests of our stockholders, on the other hand, the general partner, in its capacity as the general partner of our ~~operating partnership,~~Operating Partnership, shall act in the interests of our stockholders and is under no obligation to consider the separate interests of the limited partners of our ~~operating partnership~~Operating Partnership in deciding whether to cause our ~~operating partnership~~Operating Partnership to take or not to take any actions. The partnership agreement further provides that any decisions or actions not taken by the general partner in accordance with the partnership agreement will not violate any duties, including the duty of loyalty, that the general partner, in its capacity as the general partner of our ~~operating partnership,~~Operating Partnership, owes to our ~~operating partnership~~Operating Partnership and its partners.

Additionally, the partnership agreement provides that the general partner will not be liable to our ~~operating partnership~~Operating Partnership or any partner for monetary damages for losses sustained, liabilities incurred or benefits not derived by our ~~operating partnership~~Operating Partnership or any limited partner unless the general partner acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived. Our ~~operating partnership~~Operating Partnership must indemnify the general partner, us, our directors and officers, officers of our ~~operating partnership~~Operating Partnership and others designated by the general partner from and against any and all claims that relate to the operations of our ~~operating partnership,~~Operating Partnership, unless (1) an act or omission of the indemnified person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the indemnified person actually received an improper personal benefit in money, property or services or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our ~~operating partnership~~Operating Partnership must also pay or reimburse the reasonable expenses of any such person upon its receipt of a written affirmation of the person's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our ~~operating partnership~~Operating Partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person's right to indemnification under the partnership agreement) or if the person is found to be liable to our ~~operating partnership~~Operating Partnership on any portion of any claim in the action. No reported decision of a Delaware appellate court has interpreted provisions similar to the provisions of the partnership agreement that modify and reduce our fiduciary duties or obligations as the sole member of the general partner or reduce or eliminate our liability for money damages to our ~~operating partnership~~Operating Partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership

Table of Contents

agreement that purport to modify or reduce the fiduciary duties that would be in effect were it not for the partnership agreement.

~~Table of Contents~~

Our charter contains certain ownership limits with respect to our stock. Our charter, among other restrictions, prohibits the beneficial or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our stock, excluding any shares that are not treated as outstanding for U.S. federal income tax purposes. Our Board of Directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from this ownership limit if certain conditions are satisfied. This ownership limit as well as other restrictions on ownership and transfer of our stock in our charter may:

●

discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; and

●

result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of certain of the benefits of owning the additional shares.

Our Board of Directors, without stockholder approval, has the power under our charter to amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue. In addition, under our charter, our Board of Directors, without stockholder approval, has the power to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the preference, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms or conditions of redemption for such newly classified or reclassified shares. As a result, we may issue series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our Board of Directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

Certain provisions of the Maryland General Corporation Law ~~or the MGCL,~~(the “MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

●

"“business ~~combination"~~combination” provisions that, subject to limitations, prohibit certain business combinations between us and an ~~"interested stockholder"~~“interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or any affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter impose fair price and/or supermajority voting requirements on these combinations; and

●

"“control ~~share"~~share” provisions that provide that ~~"control shares"~~“control shares” of our ~~company~~Company (defined as shares which, when aggregated with other shares controlled by the stockholder, except solely by virtue of a revocable proxy, entitle

Table of Contents

the stockholder to exercise one of three increasing ranges of voting power in electing

~~Table of Contents~~

directors) acquired in a ~~"control~~“control share ~~acquisition"~~acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding ~~"control shares"~~“control shares”) have no voting rights with respect to their control shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

By resolution of our Board of Directors, we have opted out of the business combination provisions of the MGCL and provided that any business combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by our Board of Directors (including a majority of directors who are not affiliates or associates of such persons). In addition, pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL. However, our Board of Directors may by resolution elect to opt in to the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future.

Additionally, certain provisions of the MGCL permit our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement takeover defenses, some of which (for example, a classified board) we do not currently employ. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our ~~company~~Company or of delaying, deferring, or preventing a change in control of our ~~company~~Company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price. Our charter contains a provision whereby we elect to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our Board of Directors.

Our charter, our bylaws and Maryland law also contain other provisions, including the provisions of our charter on removal of directors and the advance notice provisions of our bylaws, that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Certain provisions in the partnership agreement may delay or prevent unsolicited acquisitions of us.

Provisions in the partnership agreement may delay, or make more difficult, unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some of our stockholders might consider such proposals, if made, desirable. These provisions include, among others:

●

redemption rights;

●

a requirement that the general partner may not be removed as the general partner of our ~~operating partnership~~Operating Partnership without our consent;

●

transfer restrictions on Common units;

●

our ability, as general partner, in some cases, to amend the partnership agreement and to cause our ~~operating partnership~~Operating Partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or our ~~operating partnership~~Operating Partnership without the consent of the limited partners; and

●

the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.

~~Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties.~~

In connection with the formation transactions related to our initial public offering, our operating partnership entered into a tax protection agreement that provides that if we dispose of any interest in the protected initial properties in a taxable transaction prior to the fifth (with respect to certain properties) or seventh (with respect to certain other properties) anniversary of the completion of the formation transactions, subject to certain exceptions and unless such obligation terminates sooner under the agreement, we will indemnify Pittman Hough Farms for its tax liabilities attributable to the built-in gain that exists with respect to such property interests as of the time of our initial public offering, and the tax liabilities incurred as a result of such tax protection payment. We also have agreed to use our best efforts to continue to comply with such obligations with respect to those properties subject to the seven-year protection period after the

~~Table of Contents~~

expiration of such period (unless such obligation otherwise was terminated under the agreement). In addition, we may enter into similar tax protection agreements in the future if we issue Common units or other units of interest in our operating partnership in connection with the acquisition of properties. Therefore, although it may be in our stockholders' best interests that we sell one of these properties, it may be economically prohibitive for us to do so because of these obligations. Furthermore, for the protected initial properties that have an initial seven-year tax protection period, our best efforts obligation to Pittman Hough Farms significantly limits our ability to dispose of those properties after the initial seven-year tax protection period without payment of the tax indemnification amount to Pittman Hough Farms.

Our Board of Directors may change our strategies, policies and procedures without stockholder approval.

Our investment, financing, leverage and distribution policies, and our policies with respect to all other activities, including growth, capitalization and operations, are determined exclusively by our Board of Directors, and may be amended or revised at any time by our Board of Directors without notice to or a vote of our stockholders. This could result in us conducting operational matters, making investments or pursuing different business or growth strategies than those contemplated in this Annual Report on Form 10-K. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our Board of Directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged

Table of Contents

which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations and cash flow.

Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event that we take certain actions which are not in our stockholders' best interests.

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner that he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Under the MGCL, directors are presumed to have acted with this standard of care. As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

●

actual receipt of an improper benefit or profit in money, property or services; or

●

active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our charter and bylaws obligate us to indemnify each present and former director or officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us. In addition, we may be obligated to advance the defense costs incurred by our directors and officers. We also have entered into indemnification agreements with our officers and directors granting them express indemnification rights. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter, bylaws and indemnification agreements or that might exist for other public companies.

Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management.

Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our senior management and may prevent a change in control of our ~~company~~Company that is in the best interests of our stockholders. Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds of all the votes entitled to be cast generally in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum. These requirements make it more difficult to change our senior management by removing and replacing directors and may prevent a change in control of our ~~company~~Company that is in the best interests of our stockholders.

~~Table of Contents~~

Our ~~operating partnership~~Operating Partnership may issue additional Common units or one or more classes of preferred units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our ~~operating partnership~~Operating Partnership and could have a dilutive effect on the amount of distributions made to us by our ~~operating partnership~~Operating Partnership and, therefore, the amount of distributions we can make to our stockholders.

As of ~~the date of this Annual Report on Form 10-K,~~December 31, 2023, we owned approximately ~~87.6%~~97.6% of the outstanding Common units in our ~~operating partnership~~Operating Partnership (on a fully diluted basis). Since our initial public offering, we have issued a total of 8.0 million Common units and a total of 117,000 Series A preferred units as consideration in connection with our acquisition of properties, and we may issue additional Common units and Series A preferred units of one or more classes in connection with our acquisition of properties, as compensation or otherwise. Such issuances would reduce our ownership percentage in our ~~operating partnership~~Operating Partnership and could affect the amount of distributions made to us by our ~~operating partnership~~Operating Partnership and, therefore, the amount of distributions we can make to our stockholders. Our common stockholders do not have any voting rights with respect to any such issuances or other partnership level activities of our ~~operating partnership.~~Operating Partnership.

Table of Contents

Certain aspects of our Series A preferred units ~~and Series B Participating Preferred Stock~~ may limit our ability to make distributions to our common stockholders.

The distribution ~~rates~~rate on our Series A preferred units ~~and Series B Participating Preferred Stock are~~is fixed, and no distributions can be paid to our common stockholders unless we have paid all cumulative dividends on our Series A preferred ~~units and Series B Participating Preferred Stock.~~units. The distribution preference of our Series A preferred units ~~and Series B Participating Preferred Stock~~ could materially and adversely affect our cash flow and ability to make distributions to our common stockholders.

In addition to the fixed payments on our Series A preferred units and Series B Participating Preferred Stock, holders of our Series B Participating Preferred Stock may receive a Farmland Value Appreciation (“FVA”) payment that represents the cumulative change from the 2017 estimated average value per acre of farmland in the 17 states in which we owned farmland as of June 30, 2017 weighted by the percentage of the total unaudited book value of our properties held in each of the 17 states as of June 30, 2017. The FVA payment may be realized by a holder of Series B Participating Preferred Stock only upon (i) the exercise of our optional redemption right or conversion right after September 30, 2021, (ii) any conversion or redemption in connection with a change in control or (iii) the liquidation, dissolution or winding up of the Company. Any of these events could occur during a time in which the FVA amount has substantially appreciated from its 2017 level, which may require a significant distribution from the Company to holders of Series B Participating Preferred Stock, and could materially and adversely affect our cash available to make distributions to our common stockholders. Further, in addition to the FVA amount if a redemption or liquidation occurs on or before September 30, 2021, we will be required to pay a premium amount that is calculated based on the FVA amount, which could further reduce our cash available to make distributions to our common stockholders.

U.S. Federal Income Tax Risks

We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our short taxable year ended December 31, 2014. To maintain qualification as a REIT, we must meet various requirements set forth in the Code concerning, among other things, the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions. The REIT qualification requirements are extremely complex, and interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. We believe that our current organization and method of operation will enable us to continue to qualify as a REIT. However, at any time, new laws, interpretations or court decisions may change the U.S. federal tax laws relating to, or the U.S. federal income tax consequences of, qualification as a REIT. It is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to determine that it is not in our best interest to qualify as a REIT and to revoke our REIT election, which it may do without stockholder approval.

~~Table of Contents~~

If we fail to qualify as a REIT for any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate rates. In addition, we generally would be disqualified from treatment as a REIT for the four taxable years following the year in which we lost our REIT status. Losing our REIT status would reduce our net earnings available for investment or distribution because of the additional tax liability. In addition, distributions would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.

As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and would substantially reduce our ability to make distributions to our stockholders.

To qualify as a REIT and to avoid the payment of U.S. federal income and excise taxes, we may be forced to borrow funds, use proceeds from the issuance of securities, pay taxable dividends of our stock or debt securities or sell assets to make distributions, which may result in our distributing amounts that may otherwise be used for our operations.

To obtain the favorable tax treatment accorded to REITs, we normally are required each year to distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and by excluding net capital gains. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on acquisitions of properties and it is possible that we might be required to borrow funds, use proceeds from the issuance of securities, pay taxable dividends of our stock or debt securities or sell assets in order to distribute enough of our taxable income to maintain our qualification as a REIT and to avoid the payment of U.S. federal income and excise taxes.

Future sales of properties may result in penalty taxes or may be made through TRSs, each of which would diminish the return to you.

It is possible that one or more sales of our properties may be ~~"prohibited transactions"~~“prohibited transactions” under provisions of the Code. If we are deemed to have engaged in a ~~"prohibited transaction"~~“prohibited transaction” (i.e., we sell a property held by us primarily for sale in the ordinary course of our trade or business), all income that we derive from such sale would be subject to a 100% tax. The

Table of Contents

Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% tax. A principal requirement of the safe harbor is that the REIT must hold the applicable property for not less than two years prior to its sale for the production of rental income. It is entirely possible that a future sale of one or more of our properties will not fall within the prohibited transaction safe harbor.

If we acquire a property that we anticipate will not fall within the safe harbor from the 100% penalty tax upon disposition, we may acquire such property through a TRS in order to avoid the possibility that the sale of such property will be a prohibited transaction and subject to the 100% penalty tax. If we already own such a property directly or indirectly through an entity other than a TRS, we may contribute the property to a TRS. Though a sale of such property by a TRS likely would mitigate the risk of incurring a 100% penalty tax, the TRS itself would be subject to regular corporate income tax at the U.S. federal level, and potentially at the state and local levels, on the gain recognized on the sale of the property as well as any income earned while the property is operated by the TRS. Such tax would diminish the amount of proceeds from the sale of such property ultimately distributable to our stockholders. Our ability to use TRSs in the foregoing manner is subject to limitation. Among other things, the value of our securities in TRSs may not exceed 20% of the value of our assets and dividends from our TRSs, when aggregated with all other non-real estate income with respect to any one year, generally may not exceed 25% of our gross income with respect to such year. No assurances can be provided that we would be able to successfully avoid the 100% penalty tax through the use of TRSs.

In addition, if we acquire any asset from a C corporation (i.e., a corporation generally subject to full corporate-level tax) in a merger or other transaction in which we acquire a basis in the asset determined by reference either to the C ~~corporation's~~corporation’s basis in the asset or to another asset, we will pay tax, at the highest U.S. federal corporate income tax rate, on any built-in gain recognized on a taxable disposition of the asset during the 5-year period after its acquisition. As a

~~Table of Contents~~

result of the manner in which we acquired the Hudye Farm in 2014, a subsequent taxable disposition by us of any such assets generally would be subject to the foregoing built-in gain rules.

In certain circumstances, we may be subject to U.S. federal and state income taxes as a REIT, which would reduce our cash available for distribution to our stockholders.

Even if we qualify as a REIT, we may be subject to U.S. federal income taxes or state taxes. As discussed above, net income from a ~~"prohibited transaction"~~“prohibited transaction” will be subject to a 100% penalty tax and built-in gain recognized on the taxable disposition of assets acquired from C corporations in certain non-taxable transactions will be subject to tax at the highest applicable U.S. federal corporate income tax rate. To the extent we satisfy the distribution requirements applicable to REITs, but distribute less than 100% or our taxable income, we will be subject to U.S. federal income tax at regular corporate rates on our undistributed income. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. We may also decide to retain capital gains we earn from the sale or other disposition of our properties and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, our stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability. We may also be subject to state and local taxes on our income or property, either directly or at the level of the companies through which we indirectly own our assets. Any U.S. federal or state taxes we pay will reduce our cash available for distribution to our stockholders.

The ability of our Board of Directors to revoke or otherwise terminate our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.

Our charter provides that our Board of Directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income at regular corporate rates and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.

Table of Contents

If our ~~operating partnership~~Operating Partnership were classified as a ~~"publicly~~“publicly traded ~~partnership"~~partnership” taxable as a corporation for U.S. federal income tax purposes, we would fail to qualify as a REIT and would suffer other adverse tax consequences.

We intend for our ~~operating partnership~~Operating Partnership to be treated as a ~~"partnership"~~“partnership” for U.S. federal income tax purposes. If the IRS were to successfully assert our ~~operating partnership~~Operating Partnership was “publicly traded,” our ~~operating partnership~~Operating Partnership could be taxable as a corporation if less than 90% of its gross income consisted of certain qualifying passive income. In such event, we likely would fail to qualify as a REIT for U.S. federal income tax purposes, and the resulting corporate income tax burden would reduce the amount of distributions that our ~~operating partnership~~Operating Partnership could make to us. This would substantially reduce the cash available to pay distributions to our stockholders.

Complying with the REIT requirements may cause us to forego otherwise attractive opportunities or sell properties earlier than we wish.

To maintain our qualification as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of shares of our stock. We may be required to make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution, or we may be required to forego or liquidate otherwise attractive investments in order to comply with the REIT tests. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

You may be restricted from acquiring or transferring certain amounts of our common stock~~or ourSeries B Participating Preferred Stock~~.

Certain provisions of the Code and the stock ownership limits in our charter may inhibit market activity in our capital stock and restrict our business combination opportunities. In order to maintain our qualification as a REIT, five or fewer individuals, as defined in the Code, may not own, beneficially or constructively, more than 50% in value of our issued and

~~Table of Contents~~

outstanding stock at any time during the last half of a taxable year. Attribution rules in the Code determine if any individual or entity beneficially or constructively owns our capital stock under this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of a taxable year. To help ~~insure~~ensure that we meet these tests, our charter restricts the acquisition and ownership of shares of our stock.

Our charter, with certain exceptions, authorizes our Board of Directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our Board of Directors, our charter prohibits any person from beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. Our Board of Directors may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of such ownership limit would result in our failing to qualify as a REIT.

Dividends paid by REITs generally do not qualify for the favorable tax rates available for some dividends.

The maximum U.S. federal income tax rate applicable to qualified dividend income paid to U.S. stockholders that are individuals, trusts and estates currently is 20%. Dividends paid by REITs generally are not eligible for such reduced tax rate. Instead, our ordinary dividends generally are taxed at the higher tax rates applicable to ordinary income, the current maximum rate of which is 37%. Although the favorable tax rates applicable to qualified dividend income do not adversely affect the taxation of REITs or dividends paid by REITs, such favorable tax rates could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common ~~stock and Series B Participating Preferred Stock.~~ stock. However, for taxable years prior to 2026, individual stockholders are generally allowed to deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations, which would reduce the maximum marginal effective federal income tax rate for individuals on the receipt of such ordinary dividends to 29.6%.

~~Recent changes~~36

Table of Contents

Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on ~~the economy, our tenants and~~ our business and financial results.

~~On December 22, 2017, President Trump signed the legislation (the “Tax Reform Legislation”) commonly known as the Tax Cuts~~In recent years, numerous legislative, judicial and ~~Jobs Act into law, which, among other changes:~~

~~Reduces the corporate income tax rate from 35% to 21% (including with respect to our taxable REIT subsidiaries);~~

~~Reduces the rate of U.S. federal withholding tax on distributions~~administrative changes have been made ~~to non-U.S. shareholders by a REIT that are attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;~~

~~Allows an immediate 100% deduction of the cost of certain capital asset investments (generally excluding real estate assets), subject to a phase-down of the deduction percentage over time;~~

Changes the recovery periods for certain real property and building improvements (for example, to 15 years for qualified improvement property under the modified accelerated cost recovery system, and to 30 years (previously 40 years) for residential real property and 20 years (previously 40 years) for qualified improvement property under the alternative depreciation system);

Restricts the deductibility of interest expense by businesses (generally, to 30% of the business’ adjusted taxable income) except, among others, real property businesses electing out of such restriction; generally, we expect our business to qualify as such a real property business, but businesses conducted by our taxable REIT subsidiaries may not qualify and we have not yet determined whether we will make such election;

~~Requires the use of the less favorable alternative depreciation system to depreciate real property in the event a real property business elects to avoid the interest deduction restriction above;~~

~~Restricts the benefits of like-kind exchanges that defer capital gains for tax purposes to exchanges of real property;~~

Requires accrual method taxpayers to take certain amounts in income no later than the taxable year in which such income is taken into account as revenue in an applicable financial statement prepared under GAAP, which, with respect to certain leases, could accelerate the inclusion of rental income;

~~Eliminates the corporate alternative minimum tax;~~

~~Table of Contents~~

~~Reduces the highest marginal income tax rate for individuals to 37% from 39.6% (excluding, in each case, the 3.8% Medicare tax on net investment income);~~

Generally allows a deduction for individuals equal to 20% of certain income from pass-through entities, including ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income), generally resulting in a maximum effective federal income tax rate applicable to such dividends of 29.6% compared to 37% (excluding, in each case, the 3.8% Medicare tax on net investment income); and

Limits certain deductions for individuals, including deductions for state and local income taxes, and eliminates deductions for miscellaneous itemized deductions (including certain investment expenses).

Many of the provisions in the Tax Reform Legislation expire in seven years (at the end of 2025). As a result of the changes to U.S. federal tax laws implemented by the Tax Reform Legislation, our taxable income and the amount of distributions to our stockholders required in order to maintain our REIT status, and our relative tax advantage as a REIT, may significantly change.

~~The Tax Reform Legislation is a far-reaching and complex revision~~ to the U.S. federal income tax laws ~~with disparate and,~~applicable to investments in some cases, countervailing impacts on different categories of taxpayers and industries, and will require subsequent rulemaking and interpretation in a number of areas. The long-term impact of the Tax Reform Legislation on the economy, us, our investors, our tenants, the real estate ~~industry~~ and government revenues cannot be reliably predicted at this early stage of the new law’s implementation. Furthermore, the Tax Reform Legislation may negatively impact certain of our tenants’ operating results, financial condition, and future business plans. The Tax Reform Legislation may also result in reduced government revenues, and therefore reduced government spending, which may negatively impact tenants that directly or indirectly rely on government funding.REITs. There can be no assurance that ~~the Tax Reform Legislation will not negatively impact our operating results, financial condition, and~~ future business operations. Additionally, the Tax Reform Legislation may be adverse to certain of our stockholders and other investors. Prospective investors are urged to consult their tax advisors regarding the effect of the changes to the U.S. federal tax laws on an investment in our shares and other securities.

~~Further~~ changes to the U.S. federal income tax laws or regulatory changes will not be proposed or enacted that could ~~have an adverse~~ impact on our business and financial results.

~~Numerous changes to the U.S. federal income tax laws are proposed regularly.~~ The REIT rules are ~~constantly~~regularly under review by persons involved in the legislative process and by the ~~IRS~~Internal Revenue Service and the U.S. Treasury Department, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain of such changes could have an adverse impact on our business and financial results.

We cannot predict whether, when or to what extent any new U.S. federal tax laws, regulations, interpretations or rulings will ~~be issued.~~impact the real estate investment industry or REITs. Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the ~~U.S.~~ federal tax laws on an investment in our shares.

~~Legislative or regulatory action with respect to taxes could adversely affect the returns to our stockholders.~~

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the U.S. federal income tax laws applicable to investments similar to an investment in our capital stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our assets. You are urged to consult with your own tax advisor with respect to the impact of recent legislation on your investment in our stock and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our common stock.

~~Table of Contents~~

Risks Related to the Market for Our Capital Stock

We may be unable to make distributions at expected levels, which could result in a decrease in the market price of our common stock.

We intend to continue to pay regular quarterly distributions to our stockholders. However, we significantly reduced the amount of distributions on our common stock beginning in the third quarter of 2018, and we may be required to reduce our distributions further in the future. All distributions will be made at the discretion of our Board of Directors and will be based upon, among other factors, our historical and projected results of operations, financial condition, cash flows and liquidity, maintenance of our REIT qualification and other tax considerations, capital expenditure and other expense obligations, debt covenants, contractual prohibitions or other limitations and applicable law and such other matters as our Board of Directors may deem relevant from time to time. If sufficient cash is not available for distribution from our operations, we may have to fund distributions from working capital, borrow to provide funds for such distributions, or reduce the amount of such distributions. To the extent we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. If cash available for distribution generated by our assets is less than our current estimate, or if such cash available for distribution decreases in future periods from expected levels, our inability to make the expected distributions could result in a decrease in the market price of our common ~~stock or Series B Participating Preferred Stock.~~stock.

~~We are~~Continued increases in market interest rates may have an ~~"emerging growth company," and we cannot be certain if~~adverse effect on the ~~reduced disclosure requirements applicable to emerging growth companies will make shares~~market price of our common ~~stock or Series B Participating Preferred Stock less attractive to investors.~~stock.

In April 2012, President Obama signed into law the JOBS Act. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for "emerging growth companies," including certain requirements relating to accounting standards and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company, which may be until December 31, 2019, we may take advantage of exemptions from various reporting and other requirements that are applicable to other public companies that are not emerging growth companies, including the requirements to:

~~provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;~~

~~comply with any new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies;~~

comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

~~comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise;~~

~~provide certain disclosure regarding executive compensation required of larger public companies; or~~

~~hold stockholder advisory votes on executive compensation.~~

~~Although the JOBS Act allows us to take advantage~~One of the ~~exemption from complying with any new~~factors that investors may consider in deciding whether to buy or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies, we have irrevocably elected not to take advantage of the extension of time to comply with new or revised financial accounting standards under Section 102(b) of the JOBS Act.

~~We cannot predict if investors will find shares of~~sell our common stock ~~or Series B Participating Preferred Stock less attractive because we will not be subject to the same reporting and other requirements as other public companies. If some investors find shares of~~is our ~~common stock or Series B Participating Preferred Stock less attractive~~distribution yield, which is our distribution rate as a ~~result, there may be a less active trading market for our common stock or Series B Participating Preferred Stock, and~~percentage of the ~~per~~ share ~~trading~~ price of our common stock, relative to market interest rates. If market interest rates continue to stay elevated or ~~Series B Participating Preferred Stock~~increase further, prospective investors may desire a higher distribution yield on our common stock or may seek securities paying higher dividends or interest. The market price of our common stock is driven partly by the earnings that we derive from rental income with respect to our properties and our related distributions to stockholders, and also from the current market value of the properties themselves. As a result, interest rate fluctuations and capital market conditions are likely to affect the market price of our common stock and such effects could ~~decline and may~~ be ~~more volatile.~~significant.

~~Table of Contents~~

The market price and trading volume of our common stock ~~and Series B Participating Preferred Stock~~ may be highly volatile and low, respectively.

The stock markets, including the New York Stock Exchange (the “NYSE”), on which our common stock ~~and our Series B Participating Preferred Stock~~ is listed, historically have experienced significant price and volume fluctuations. As a result, the market price of our common stock ~~and Series B Participating Preferred Stock~~ is likely to be similarly volatile, and investors in our common stock ~~and Series B Participating Preferred Stock~~ may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. The price of our common stock ~~and Series B Participating Preferred Stock~~ could be subject

Table of Contents

to wide fluctuations in response to a number of factors, including those listed in this ~~"Risk Factors"~~“Risk Factors” section of this Annual Report on Form 10-K and others such as:

●

actual or anticipated variations in our quarterly results of operations or dividends;

●

changes in our funds from operations or earnings estimates;

●

changes in government regulations or policies affecting our business or the farming business;

●

publication of research reports about us or the real estate or farming industries;

●

sustained decreases in agricultural commodity and crop prices;

●

increases in market interest rates that lead purchasers of our common stock to demand a higher yield;

●

~~increases in market interest rates that decrease demand for our Series B Participating Preferred Stock;~~

changes in market valuations of similar companies;

●

adverse market reaction to any additional debt we incur in the future;

●

additions or departures of key management personnel;

●

actions by institutional stockholders;

●

speculation in the press or investment community;

●

the realization of any of the other risk factors presented in this Annual Report on Form 10-K;

●

the extent of investor interest in our securities;

●

the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;

●

our underlying asset value;

●

investor confidence in the stock and bond markets generally;

●

changes in tax laws;

●

future equity issuances;

●

failure to meet earnings estimates;

●

failure to meet and maintain REIT qualifications and requirements;

●

low trading volume of our common ~~stock or Series B Participating Preferred Stock;~~stock; and

●

general market and economic ~~conditions.~~

conditions, including conditions that are outside of our control, such as the impact of public health and safety concerns.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management's attention and resources, which could have a material adverse effect on us, including our financial condition, results of operations, cash flow and the per share trading price of our common stock.

Our common stock is subject to trading risks created by the spread of false information and manipulative trading.

Our common stock is widely traded and held by a diverse group of investors, including retail investors, and these investors are subject to the influence of information provided by third party investor websites and independent authors distributing information on the internet. This information is often widely distributed, in some cases anonymously, including through platforms that mainly serve as hosts seeking advertising revenue. These sites and internet distribution strategies create opportunities for individuals to pursue both “pump and dump” and “short and distort” strategies. We believe that many of these websites have little or no requirements for authors to have professional qualifications. While these sites sometimes require disclosure of stock positions by authors, as far as we are aware these sites do not audit the accuracy of such conflict of interest disclosures. In addition, we believe that many of these websites have few or lax editorial standards, and thin or non-existent editorial staffs. Despite our best efforts, we may not be able to obtain corrections to information provided on these websites about our Company, and any corrections that are obtained may not be achieved prior to the majority of audience impressions being formed for a given article. These conditions create volatility and risk for holders of our common stock and should be considered by investors. While we have sought to engage regulators to address activities that we believe are intentionally misleading, we can make no guarantees that regulatory authorities will take action on these types of activities, and we cannot guarantee that any action taken by regulators or legislators will timely address damage done by the activities of these websites and authors.

Table of Contents

The number of shares of our common stock available for future issuance or sale may have adverse effects on the market price of our common stock.

As of December 31, ~~2017,~~2023, approximately ~~33.3~~48.0 million shares of our common stock were outstanding. In addition, as of ~~the date of this Annual Report on Form 10-K,~~December 31, 2023, other than the Common units held by us, approximately ~~4.7~~1.2 million Common units in our ~~operating partnership~~Operating Partnership were outstanding, ~~3.6~~1.2 million of which currently may be tendered for redemption by the holders, for cash, or at our option, for shares of our common stock, on a one-for-one basis. We have registered the issuance of ~~3.6~~1.2 million of the shares issuable upon redemption of Common units, and we intend to register the issuance of additional shares that may be issued upon redemption of Common units so that such shares will be freely tradable under the securities laws.

~~Table of Contents~~

We cannot predict whether future issuances or sales of shares of our common stock or the availability of shares for resale in the open market will decrease the per share trading price per share of our common stock. The per share trading price of our common stock may decline significantly when we register the shares of our common stock issuable upon redemption of outstanding Common units.

Future offerings of debt, which would be senior to our common stock ~~upon liquidation, our Series B Participating Preferred Stock~~ and ~~other~~any outstanding preferred equity securities upon liquidation, which may be senior to our common stock for purposes of dividend distributions or upon liquidation, and Common units in connection with future acquisitions may materially adversely affect us, including the per share trading price of our common stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities (or causing our ~~operating partnership~~Operating Partnership to issue debt securities), including medium-term notes, senior or subordinated notes and classes or series of preferred stock. Upon liquidation, holders of our debt securities, ~~and~~ shares of preferred stock ~~including our Series B Participating Preferred Stock,~~ and lenders with respect to other borrowings will be entitled to receive payments prior to distributions to the holders of our common stock. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. ~~Our Series B Participating Preferred Stock has~~Any future series of preferred stock could have a preference on liquidating distributions and a preference on dividend payments that could limit our ability to pay dividends to the holders of our common ~~stock, as could any future series of preferred~~ stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk that our future offerings could reduce the per share trading price of our common stock and dilute their interest in us. In addition, the issuance of Common units in connection with future acquisitions and the redemption of such Common units for common stock may be dilutive to our stockholders and could have an adverse effect on the per share trading price of our common stock.

Item 1B. Unresolved Staff Comments

~~Our Series B Participating Preferred Stock is subordinate~~

None.

Item 1C. Cybersecurity

The Company assesses cybersecurity risk and exposure on an ongoing basis and implements tools that are commensurate with the risks that the Company faces. In light of the Company’s relatively small size and personnel, it relies heavily on reputable third-party vendors to mitigate key cybersecurity risks and exposures. While the nature of the Company’s business and the data it processes inherently limit the Company’s exposure to cybersecurity risk, the Company has implemented and maintains controls, policies, procedures and safeguards to maintain and protect confidential information as well as the integrity, continuous operation, redundancy and security of all information technology systems and data used in connection with the Company’s business. The Company generally approaches cybersecurity threats through a comprehensive approach, with the specific goals of: (i) identifying, preventing and mitigating cybersecurity threats to the Company; (ii) preserving the confidentiality, security and availability of the information that we collect and store to use in our ~~existing and future debt and other liabilities, and could be diluted by~~business; (iii) protecting the ~~issuance of additional preferred stock and by other transactions.~~

~~Our Series B Participating Preferred Stock is subordinate to all~~Company’s intellectual property; (iv) maintaining the confidence of our ~~existing~~customers, clients and ~~future debt. Our existing debt restricts,~~business partners; and ~~our future debt may include restrictions~~(v) providing appropriate public disclosure of cybersecurity risks and incidents when required.

Table of Contents

Risk Management and Strategy

Consistent with overall risk management policies and practices, the Company’s cybersecurity program focuses on ~~our ability~~the following areas:

●

Vigilance: The Company employs tools to identify, prevent and mitigate cybersecurity threats and respond to cybersecurity incidents in accordance with our internal cybersecurity policies and controls.

●

Systems Safeguards: The Company and its third party vendors deploy systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved on an ongoing basis.

●

Third-Party Risk Management: The Company ensures that all third party vendors that process or have access to sensitive information have appropriate cybersecurity risk controls in place.

●

Training: The Company communicates regularly with employees to increase awareness around phishing and spoofing attempts and other cybersecurity schemes. Employees are encouraged to report suspicious emails or incidents to the General Counsel or the President and Chief Executive Officer.

●

Incident Response Policies: The Company has established and maintains incident response policies that address the Company’s response to a cybersecurity incident.

●

Communication, Coordination and Disclosure: The Company promotes awareness and surveillance over cybersecurity risk at all levels of the organization, including staff, senior management and the Board.

Governance

The Board oversees the management of risks from cybersecurity threats, including the policies, standards, processes and practices that the Company’s management implements to ~~pay dividends~~address risks from cybersecurity threats. The Board receives presentations on cybersecurity issues and developments as needed. The Board also will receive prompt and timely information regarding any cybersecurity incident that meets established reporting materiality thresholds, as well as ongoing updates regarding such incident until it has been addressed. The Company evaluates the materiality of a cybersecurity incident based on the overall impact of the event, which depends on a number of factors including, but not limited to, ~~preferred stockholders~~the financial impact of the incident and the type of information involved. At least once each year, the Board discusses the Company’s approach to cybersecurity risk management with the Company’s President and Chief Executive Officer and General Counsel.

The Company’s President and Chief Executive Officer, Luca Fabbri, is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program and incident reporting, in partnership with other business leaders across the Company. In the event there is a material cybersecurity breach or incident, Mr. Fabbri works in coordination with the Company’s General Counsel, Christine Garrison, to assess and respond, including by reporting this incident to the Board and/or applicable regulatory authorities, as necessary or required. Mr. Fabbri has a high level of exposure to cybersecurity oversight through his current and previous work in the ~~event~~technology sector. Mr. Fabbri has served in various roles in information technology and information security for over 30 years, including serving as a consultant with Elk Creek Ventures Inc. from 2003 to 2012, through which he provided consulting services in technology, and serving as co-founder and vice president of engineering of Co3 Systems Inc., an enterprise software company in the cybersecurity space that is now part of IBM, from 2010 to 2011. Mr. Fabbri also co-founded a ~~default under~~software company called HomeSphere, for which he served as senior vice president and chief financial officer from 2000 to 2002, and currently serves on the ~~debt facilities. Additionally,~~board of directors of Basil Systems Inc., a healthcare software company. Mr. Fabbri, Ms. Garrison and the ~~issuance~~Company’s Chief Financial Officer each hold degrees in their respective fields, and each have over 15 years of ~~additional shares of preferred stock on parity~~experience with ~~or senior~~managing risks at the Company and in environments similar to the ~~Series B Participating Preferred Stock would dilute~~Company’s, including risks arising from cybersecurity threats.

Table of Contents

Mr. Fabbri, in coordination with the ~~interests~~Board, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents. Mr. Fabbri and Ms. Garrison monitor the prevention, detection, mitigation and remediation of ~~the holders of the Series B Participating Preferred Stock,~~cybersecurity incidents in real time, and ~~any issuance of shares of preferred stock senior~~report such incidents to the Series B Participating Preferred Stock or of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our Series B Participating Preferred Stock.Board and applicable regulatory authorities when appropriate.

~~None of the provisions relating to the Series B Participating Preferred Stock relate to or limit our indebtedness or afford the holders of the Series B Participating Preferred Stock protection~~The Company has in the ~~event of a highly leveraged or other transaction,~~past experienced cyberattacks on its computer networks and, although none to date have been material, the Company expects that additional cyberattacks will occur in the future. Cybersecurity threats, including ~~a merger or the sale, lease or conveyance of all or substantially all of our assets or business, that might adversely affect the holders of the Series B Participating Preferred Stock.~~

~~An increase in market interest rates may have an adverse effect on the market price of our common stock or Series B Participating Preferred Stock~~

~~One of the factors that investors may consider in deciding whether to buy or sell our common stock or Series B Participating Preferred Stock is our distribution yield, which is our distribution rate~~ as a ~~percentage~~result of the share price of our common stock or Series B Participating Preferred Stock, relative to market interest rates. If market interest rates increase, prospective investors may desire a higher distribution yield on our common stock or Series B Participating Preferred Stock or may seek securities paying higher dividends or interest. The market price of our common stock or Series B Participating Preferred Stock likely will be based primarily on the earnings that we derive from rental income with respect to our propertiesany previous cybersecurity incidents, have not materially affected and ~~our related distributions to stockholders, and~~are not ~~from the underlying appraised value of the properties themselves. As a result, interest rate fluctuations and capital market conditions are~~reasonably likely to affect the ~~market price~~Company, including its business strategy, results of ~~our common stock and our Series B Participating Preferred Stock, and such effects could be significant. For~~

~~Table of Contents~~

~~instance, if interest rates rise without an increase in our distribution rate, the market price of our common stock~~operations, or Series B Participating Preferred Stock could decrease because potential investors may require a higher distribution yield on our common stock or Series B Participating Preferred Stock as market rates on interest-bearing securities, such as bonds, rise.financial condition.

~~Item 1B. Unresolved Staff Comments~~

~~None.~~

Item 2. Properties

The information set forth under the caption “Our Properties” in Item 1 of this Annual Report on Form 10-K is incorporated by reference herein.

Item 3. Legal Proceedings

For information regarding legal proceedings as of December 31, 2023, see “Note 8—Commitments and Contingencies” to our Consolidated Financial Statements included in Part IV, Item 8 of this Annual Report on Form 10-K.

~~The nature of our business exposes our properties, us and the Operating Partnership to the risk of claims and litigation in the normal course of business.~~

Item 4. Mine Safety Disclosures

Not Applicable.

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock trades on the NYSE under the symbol “FPI.” ~~Below is a summary of the high and low prices of our common stock for each quarterly period of 2016 and 2017, and the cash distributions per share declared by us with respect to each period.~~

High

Low

Distributions
Declared
January 1, 2017 – March 31, 2017

$
11.76

$
10.43

$
0.1275
April 1, 2017 – June 30, 2017

$
11.17

$
8.73

$
0.1275
July 1, 2017 – September 30, 2017

$
9.58

$
8.06

$
0.1275
October 1, 2017 – December 31, 2017

$
9.68

$
8.25

$
0.1275

January 1, 2016 – March 31, 2016

$
11.22

$
9.54

$
0.1275
April 1, 2016 – June 30, 2016

$
11.64

$
10.55

$
0.1275
July 1, 2016 – September 30, 2016

$
11.98

$
10.36

$
0.1275
October 1, 2016 – December 31, 2016

$
11.97

$
10.00

$
0.1275

~~On December 31, 2017 and March 1, 2017, the closing price of our common stock as reported on the NYSE was $8.68 and $7.67, respectively.~~

Stock Performance Graph

The following graph compares the total stockholder return of our common stock (assuming reinvestment of dividends) against the cumulative returns of the Standard & Poor’s Corporation Composite 500 Index and the ~~SNL Financial~~Dow Jones Equity All REIT Index ~~or the SNLUS REITs~~ for the ~~period from April 16, 2014, the date of the initial listing of our common stock on the NYSE MKT to December 31, 2017.~~past five years. Our common stock began trading on the NYSE on September 8, ~~2015.~~2015 and was previously traded on the NYSE MKT following our initial public offering on April 19, 2014.


		Period Ending

										Period Ending
Index	04/10/14	06/30/14	12/31/14	06/30/15	12/31/15	06/30/16	12/31/16	06/30/17	12/31/17	12/31/2018	12/31/2019	12/31/2020	12/31/2021	12/31/2022	12/31/2023
Farmland Partners Inc.	100.00	94.36	76.54	89.31	84.37	89.11	89.84	73.28	73.79	100.00	153.84	203.17	283.83	301.19	313.12
S&P 500 Index	100.00	107.41	113.98	115.38	115.56	119.99	129.38	142.46	157.62	100.00	131.47	155.65	200.29	163.98	207.04
SNL U.S. REIT Equity Index	100.00	106.72	117.39	111.12	120.63	137.29	131.34	139.15	141.97
SNL U.S. REITs < $250M Implied Cap Index	100.00	104.63	106.55	113.97	101.09	127.78	131.74	124.07	137.68
Dow Jones Equity All REIT Index										100.00	128.74	122.57	173.07	129.79	144.46

Distribution Information

Since our initial quarter as a publicly traded REIT, we have made regular quarterly distributions to our stockholders. We intend to continue to declare quarterly ~~distributions. However,~~distributions, but we cannot provide any assurance as to the amount or timing of future distributions.

Our ability to make distributions in the future will depend upon our actual results of operations and earnings, economic conditions and other factors that could differ materially from our current ~~expectations.~~expectations, including the impact of ongoing litigation. Our actual results of operations will be affected by a number of factors, including the revenue we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, see ~~"Risk~~“Risk Factors."” Any future distributions will be authorized by our Board of Directors in its sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including restrictions under applicable law, the capital requirements of our ~~company~~Company and the distribution requirements necessary to qualify and maintain our qualification as a REIT. We may be required to fund distributions from working capital or borrow to provide funds for such distributions, or we may choose to make a portion of the required distributions in the form of a taxable stock dividend to preserve our cash balance or reduce our distribution. No distributions can be paid on our common stock

Table of Contents

unless we have paid all cumulative dividends on our Series A preferred ~~units and Series B Participating Preferred Stock.~~units. The distribution preference of our Series A

~~Table of Contents~~

preferred units ~~and Series B Participating Preferred Stock~~ could limit our ability to make distributions to the holders of our common stock.

Holders of our Series A preferred units are entitled to receive cash distributions at a rate of 3.00% per annum on the $1,000 liquidation preference of the Series A preferred units, which is payable annually in arrears on January 15 of each year. Holders of shares of our Series B Participating Preferred Stock are entitled to receive cash dividends at a rate of 6.00% per annum on the initial liquidation preference per share of $25.00 (equivalent to the fixed annual rate of $1.50 per share). Beginning on September 30, 2024, dividends will accrue or be paid on any FVA Amount. See “Risk ~~Factors—~~ Factors — Certain aspects of our Series A preferred units ~~and Series B Participating Preferred Units~~ may limit our ability to make distributions to our common stockholders.”

In order to maintain qualification as a REIT, we must distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, we will be subject to U.S. federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the amount by which our distributions in any calendar year are less than a minimum amount specified under applicable U.S. federal income tax laws. We intend to distribute our net income to our stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid any U.S. federal income tax liability on our income and the 4% nondeductible excise tax. We anticipate that our estimated cash available for distribution will exceed the annual distribution requirements applicable to REITs. However, under some circumstances, we may be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or make a taxable distribution of our shares in order to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax.

We anticipate that, from time to time, our distributions will exceed our then current and accumulated earnings and profits for the relevant taxable year, as determined for U.S. federal income tax purposes, due to non-cash expenses such as certain stock-based compensation and depreciation and amortization. Therefore, a portion of our distributions may represent a return of capital for U.S. federal income tax purposes. The extent to which our distributions exceed our current and accumulated earnings and profits may vary substantially from year to year. To the extent a distribution is treated as a return of capital for U.S. federal income tax purposes, it will reduce a stockholder's adjusted tax basis in the holder's shares and, to the extent it exceeds the holder's adjusted tax basis, will be treated as gain resulting from a sale or exchange of such shares. As a result, the gain (or loss) recognized on a sale of that common stock or upon our liquidation would be increased (or decreased) accordingly.

Stockholder Information

As of ~~March 1, 2018,~~February 23, 2024, there were approximately 3753 direct holders of record of our common stock. However, because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders. As of ~~March 1, 2018,~~February 23, 2024, there were approximately 2011 holders (other than our ~~company and management)~~Company) of our Common units. Our Common units are redeemable for cash or, at our election, for shares of our common stock, on a one-for-one basis. As of ~~March 1, 2018,~~February 23, 2024, there were ~~six~~five holders of our Series A preferred units. As of March 1, 2018, there was one holder of record of our Series B Participating Preferred Stock. However, because many shares of our Series B Participating Preferred Stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our Series B Participating Preferred Stock than record holders.

Issuer Purchases of Equity Securities

Share Repurchase Program

On March 15, 2017, our Board of Directors approved a program to repurchase up to ~~$25~~$25.0 million in shares of our common stock. Repurchases under this program may be made from time to time, in amounts and prices as ~~the Company deems~~we deem appropriate. Repurchases may be made in open market or privately negotiated transactions in compliance with Rule 10b-18 under the Exchange Act, subject to market conditions, applicable legal requirements, trading restrictions under our insider trading policy and other relevant factors. ~~In November 2017, our Board of Directors approved repurchases of our Series B Participating Preferred Stock from time to time under the share repurchase program.~~ This share repurchase program does not obligate us to acquire any particular amount of common stock, ~~or Series B Preferred Stock~~ and it may be modified or suspended at any time at ~~the Company’s~~our discretion. We expect to fund repurchases under the program using cash on ~~its~~our balance sheet. On August 1, 2018, our Board of Directors increased the authority under the share repurchase to $38.5 million. On November 7, 2019, the Board of Directors approved an additional $50 million under the share repurchase program. On May 3, 2023, our Board of Directors approved a $75.0 million increase resulting in total availability under the share repurchase program of approximately $88.0 million as of such date. On

Table of Contents

November 1, 2023, our Board of Directors approved a $40.0 million increase in the total authorization available under the program, increasing the total availability under the share repurchase program to approximately $85.0 million as of such date. Our repurchase activity for the three months ended December 31, 2023 under the share repurchase program is presented in the following table. As of December 31, ~~2017,~~2023, we had ~~repurchased 1,122,597~~$83.3 million of availability under the program.


(in thousands except per share amounts)	Total Number of Common Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total Number of Preferred Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Share Repurchase Program
October 1, 2023 - October 31, 2023	152	$	10.28	—	$	—	152	$	45,459
November 1, 2023 - November 30, 2023	186		11.72	—		—	185		83,283
December 1, 2023 - December 31, 2023	—		—	—		—	—		83,283
Total	338	$	11.07	—	$	—	337

⁽¹⁾ The total number of shares purchased includes shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of restricted stock awards held by our employees.

40Subsequent to December 31, 2023, we did not repurchase any shares of common or preferred stock.

Item 6. [Reserved]

stock at an average price per share of $8.93 for a total cost of approximately $10.0 million, including fees. The following table represents the activity from the fourth quarter of 2017 under the share repurchase program:

Total Number

Approximate

of Shares

Dollar Value of

Purchased as

Shares that May

Part of

Yet Be

Publically

Purchased

Average

Announced

Under the Share

Total Shares

Price Paid

Plans or

Repurchase


Purchased

per Share

Programs

Program
October 1, 2017 - October 31, 2017

279

$
9.15

279

$
15,000,000
November 1, 2017 - November 30, 2017

—

—

—

15,000,000
December 1, 2017 - December 31, 2017

—

—

—

15,000,000
Total

279

$
9.15

279

$
15,000,000

Item ~~6. Selected Financial Data~~

The following selected financial data as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013 is derived from our audited consolidated financial statements. The data should be read in conjunction with, and is qualified in its entirety by reference to, our consolidated financial statements and notes thereto, included elsewhere in this Annual Report on Form 10-K, and “7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~included in Item 7 of this Annual Report.~~

All periods presented in the table below prior to April 16, 2014, the date of our initial public offering, reflect the operations of our Predecessor. The historical combined financial data for our Predecessor is not necessarily indicative of our results of operations, cash flows or financial position following the completion of our initial public offering.

As of and for the years ended December 31,
($ in thousands)

2017

2016

2015

2014

2013
Operating Data

Total operating revenues

$
46,219

$
31,001

$
13,756

$
4,218

$
2,350
Net income (loss)

$
9,158

$
5,999

$
1,689

$
(671)

$
34
Per Share Data

Basic net income (loss) available to common stockholders

$
0.03

$
0.09

$
0.08

$
(0.15)

$
—
Diluted net income (loss) available to common stockholders

$
0.03

$
0.09

$
0.08

$
(0.15)

$
—
Distributions declared per common share

$
0.5100

$
0.5100

$
0.4985

$
0.3260

$
—
Basic weighted average common shares outstanding

31,210

13,204

9,619

4,265

—
Diluted weighted average common shares outstanding

31,210

13,204

9,629

4,265

—
Supplemental Data

EBITDA(1)

$
30,511

$
17,523

$
7,208

$
1,030

$
1,525
Adjusted EBITDA(1)

$
33,731

$
21,624

$
8,678

$
2,089

$
1,525
FFO(1)

$
16,950

$
7,553

$
2,582

$
(342)

$
183
AFFO(1)

$
13,314

$
11,011

$
4,052

$
717

$
183
Balance Sheet Data

Total assets

$
1,166,086

$
655,529

$
344,954

$
200,658

$
39,536
Total gross indebtedness

$
515,833

$
309,862

$
187,225

$
113,878

$
43,065
Total liabilities

$
530,402

$
320,020

$
196,726

$
117,132

$
44,259
Redeemable non-controlling interest in operating partnership, Common units

$
—

$
—

$
9,694

$
—

$
—
Redeemable non-controlling interest in operating partnership, Series A preferred units

$
120,510

$
119,915

$
—

$
—

$
—
Series B Participating Preferred Stock

$
144,223

$
—

$
—

$
—

$
—
Total equity (deficit)

$
370,951

$
215,594

$
138,534

$
83,526

$
(4,723)

~~(1)~~

For definitions and reconciliations of net income to earnings before interest, taxes, depreciation and amortization, or EBITDA, Adjusted EBITDA, funds from operations, or FFO, and Adjusted FFO, or AFFO, as well as a statement disclosing the reasons why our management believes that EBITDA, Adjusted EBITDA, FFO and AFFO provide useful information to investors and, to the extent material any additional purposes for which our management uses such measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures.”

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

The following analysis of our financial condition and results of operations should be read in conjunction with ~~our~~the consolidated financial statements and the notes ~~thereto contained~~included elsewhere in this Annual Report on Form 10-K.

Overview and Background

~~We are an internally managed real estate company that owns~~Our primary strategic objective is to utilize our position as a leading institutional acquirer, owner and ~~seeks to acquire~~manager of high-quality farmland located in agricultural markets throughout North ~~America.~~America to deliver strong risk adjusted returns to investors through a combination of cash dividends and asset appreciation. As of ~~the date of this Annual Report on Form 10-K,~~December 31, 2023, we ~~own~~owned farms with an aggregate of approximately ~~166,000~~132,800 acres in ~~Alabama,~~ Arkansas, California, Colorado, Florida, ~~Georgia,~~ Illinois, Indiana, Kansas, Louisiana, ~~Michigan,~~ Mississippi, Missouri, Nebraska, North Carolina, Oklahoma, South Carolina ~~South Dakota, Texas~~ and ~~Virginia.~~ Texas. In addition, as of December 31, 2023, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand and served as property manager for approximately 38,300 acres, including farms in Iowa. As of ~~the date of this Annual Report on Form 10-K,~~December 31, 2023, approximately ~~75%~~70% of our portfolio ~~by value, and 90% by acres, is~~(by value) was used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, ~~with the balance~~and approximately 30% was used to produce specialty crops, such as almonds, citrus, blueberries, ~~vegetables, citrus, nuts~~ and ~~edible beans.~~vegetables. We believe our portfolio gives investors ~~exposure to~~ the economic benefit of increasing global food demand ~~trend~~ in the face of growing scarcity of ~~high quality~~high-quality farmland and will continue to reflect the approximate ~~breakdown~~allocation of U.S. agricultural output between primary crops and animal protein (whose production relies principally on primary crops as feed), on one hand, and specialty crops, on the other.

In addition, in August 2015, we announced the launch of the FPI Loan Program, an agricultural lending product aimed at farmers, as a complement to our primary business of acquiring and owning farmland and leasing it to farmers. Underunder the FPI Loan Program, we make loans to third-party farmers (both tenant and non-tenant) to provide ~~partial~~ financing for property acquisitions, working capital requirements, ~~and~~ operational farming activities, farming infrastructure projects and for other farming and agricultural real estate related ~~purposes.~~projects.

~~We were~~FPI was incorporated in Maryland on September 27, 2013, and ~~we are~~is the sole member of the sole general partner of the Operating Partnership, which is a Delaware limited partnership that was formed on September 27, 2013. All of ~~our~~FPI’s assets are held by, and ~~our~~its operations are primarily conducted through, the Operating Partnership and its wholly owned subsidiaries. As of ~~the date of this Annual Report on Form 10-K we own 87.6%~~December 31, 2023, FPI owned 97.6% of the Common units and none of the Series A preferred ~~units nor~~units. See “Note 9—Stockholders’ Equity and Non-controlling Interests” within the ~~Series B Participating Preferred Stock. See Note 9~~notes to ~~our~~the consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding the ~~Series A preferred units.~~non-controlling interests.

~~As of December 31, 2017, we owned 87.6% of the Common units in the Operating Partnership.~~

WeFPI has elected ~~and qualified~~ to be taxed as a REIT ~~for U.S. federal income tax purposes~~under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with ~~our~~its short taxable year ended December 31, 2014.

Recent Developments

~~2017 Completed Acquisitions~~2023 Dispositions

During ~~2017,~~2023, we completed ~~18 asset acquisitions. Consideration totaled $225.9~~dispositions consisting of 74 properties in the Corn Belt, Delta and South, High Plains, Southeast and West Coast regions. We received $195.5 million in aggregate consideration, including $11.8 million in seller financing, and ~~was comprised~~recognized an aggregate gain on sale of ~~cash,~~$36.1 million. In connection with the foregoing seller-financed transactions, we deferred an additional net gain on sale of $2.1 million. The deferred gain will be recognized at such time as we consider collection of the seller-financed portion of the sale price to be probable under applicable accounting standards.

Share Repurchases

During the year ended December 31, 2023, we repurchased 6,551,087 shares of our common stock ~~and Common Units. No intangible assets were acquired through these acquisitions.~~

During 2017, we completed one acquisition (the AFCO Mergers) that was accounted for as a business combination. Gross consideration totaled $246.1 million and was comprised of shares of common stock and Common Units after including assumed debt of $75.0 million, the AFCO Mergers consideration totaled $171.1 million. These 2017 acquisitions expanded our presence to three additional states, bringing our total presence to seventeen states as of December 31, 2017.

~~Acquisitions Completed to date in 2018~~

~~As of the date of this Annual Report on Form 10-K, we have completed four acquisitions for a total consideration of $27.4 million.~~

~~Series B Participating Preferred Stock Offering~~

On August 17, 2017, we completed an underwritten public offering of 6,037,500 shares of Series B Participating Preferred Stock at a price per share of $25.00 and generated aggregate net proceeds to the Company of approximately $144.5 million, after deducting the underwriting discount and commissions and expenses payable by the Company.

~~At-the-Market Equity Offering Program~~

On September 15, 2015, we filed a prospectus supplement under which we may sell shares of common stock having an aggregate gross sales price of up to $25 million through an “at-the-market” equity offering program (the “ATM Program”). The offering is made pursuant to a shelf registration statement on Form S-3 that was declared effective by the SEC on May 14, 2015. As of December 31, 2017, 994,908 shares had been issued under the program for aggregate net proceeds of $11.1 million at a weighted average price of $11.00 per ~~share~~share. As of ~~$11.17.~~December 31, 2023, the Company had approximately $83.3 million of capacity remaining under the stock repurchase plan. In addition, the Company redeemed 34,000 Common units in exchange for cash of approximately $0.4 million.

~~Financing Activity~~

Table of Contents

Deleveraging and Maintained Liquidity Position

~~The following summary outlines the financing transactions related to the fourth quarter of~~

During the year ended December 31, ~~2017.~~2023, we reduced our overall indebtedness by $76.4 million, largely with proceeds from the asset dispositions described above, resulting in an increase in liquidity.

As of December 31, 2023, we had access to liquidity of $206.6 million, consisting of $5.5 million in cash and $201.1 million in undrawn availability under our credit facilities with Federal Agricultural Mortgage Corporation and its wholly owned subsidiary, Farmer Mac Mortgage Securities Corporation (collectively, “Farmer Mac”), Metropolitan Life Insurance Company (“MetLife”), and Rutledge Investment Company (“Rutledge”) compared to cash of $7.7 million and $169.0 million in undrawn availability under our credit facilities as of December 31, 2022. For ~~further discussion relating to~~more information on our ~~financing activities during~~deleveraging efforts and liquidity please see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”.

Lease Renewals

During the year ended December 31, ~~2017 refer to Note 7, Mortgage Notes, Lines~~2023, we renewed fixed cash farm leases expiring in 2023 at average rent increases of ~~Credit and Bond Payable contained within the financial statement section~~approximately 20%.

Impact of the ~~Annual Report on Form 10-K.~~War in Ukraine

~~On November 30, 2017,~~Food prices were near record highs even before the invasion of Ukraine. Ukraine and the Russian Federation represent large portions of global trade in a ~~wholly owned subsidiary~~variety of ~~the Operating Partnership entered into a loan agreement (the “Eighth MetLife Loan Agreement”) with MetLife which provides for a loan~~agricultural products (e.g., 34% of ~~approximately $44.0 million~~global wheat exports, according to the ~~Company with~~International Food Policy Research Institute). The disruption in farming operations in Ukraine, and trade from the Black Sea region has stressed the food supply for many countries that depend on imports of agricultural products from the region, such as Egypt (wheat for food products) and China (corn for livestock).

The Russian Federation is also a ~~maturity date~~major exporter of ~~December 5, 2042 (“Term Loan 8”). Interest~~fertilizers and trade restrictions have hampered the flow of fertilizers to countries dependent on ~~Term Loan 8 is payable semi-annually~~imports from the Black Sea region. United States farmers, including our tenants, however, generally source fertilizers from the United States and ~~accrues at a 4.12% per annum fixed rate,~~Canada.

We anticipate that U.S. farmers will continue to be an important contributor to global food imports as Russia continues its aggression against Ukraine, and ~~may be adjusted by MetLife on each~~high demand for primary crops, which are the core of December 5, 2027 and December 5, 2037 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 8 were used to acquire additional permanent crop properties in California.

~~In connection with the Term Loan 8, on December 5, 2017, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 8 Guaranties” and,~~our business, together with high commodity prices, will sustain high levels of profitability for U.S. farmers. We can provide no assurances as to whether this anticipated increase in profitability will have an impact on rental rates in the ~~Initial MetLife Guaranties (described below), the Term Loan 4 Guaranties, the Term Loan 5 Guaranties, the Term Loan 6 Guaranties, the Term Loan 7 Guaranties~~regions in which we operate.

Inflation and ~~the Term Loan 8 Guaranties, the “MetLife Guaranties”) whereby the Company~~Interest Rates

Most of our farming leases have lease terms of three years for row crops and ~~the Operating Partnership jointly and severally agreed~~up to ~~unconditionally guarantee~~seven years for permanent crops, pursuant to which each tenant is responsible for substantially all of the ~~borrowers’ obligations under the Eighth MetLife Loan Agreement.~~

~~On December 15, 2017, the Company, the Operating Partnership and five wholly owned subsidiaries of the~~ operating ~~partnership entered into a loan agreement (the “Rabobank Mortgage Note”) with Rabo Agrifinance LLS (“Rabo”) which~~

~~Table of Contents~~

~~provides for a loan of approximately $66.4 million~~expenses related to the ~~Company with a maturity date of March 1, 2028. Interest on the Rabobank Mortgage Note is payable semi annually~~property, including maintenance, water usage and accrues at a floating rate that will be adjusted monthly to a rate per annum equal to the six-month LIBOR plus 1.70% which is subject to adjustment on the first day of March 2020, 2022, 2024 and 2026. Principal is payable annually commencing on March 1, 2024, with all remaining principal and outstanding interest due at maturity. Proceeds from Rabobank Mortgage Note were used for the retirement of debt under the Farmer Mac Bonds.

On September 5, October 23, November 24 and December 15, 2017 the Company repaid $20.7 million, $5.5 million, $10.7 million and $44.3 million in principal which was due and payable on that date under the Farmer Mac Bonds.insurance. As a result, ~~these facilities~~we believe that the effect on us of inflationary increases in operating expenses are borne largely by our tenants under the terms of their leases. We believe that inflationary increases in farmer profitability will continue to impact lease renegotiations upon renewals, as we have seen in the most recent renewal cycle in late 2023. Furthermore, high levels of inflation have prompted the Board of Governors of the Federal Reserve to increase the Federal Reserve’s discount rate, which has led to a significant increase in market short- and long-term interest rates since the beginning of 2022. This increase in rates has significantly increased the cost of our floating rate debt and has also significantly increased the cost of certain of our MetLife debt with interest rates that have been ~~fully repaid.~~reset since the beginning of 2022. The Federal Reserve may continue this policy of maintaining elevated rates, which would further increase interest expense for many businesses, including the Company.

Factors That May Influence Future Results of Operations and Farmland Values

The principal factors affecting our operating results and the value of our farmland include long-term global demand for food relative to the global supply of ~~food,~~food; farmland fundamentals and economic conditions in the markets in which we own ~~farmland,~~farmland; and our ability to increase or maintain rental revenues while controlling expenses. We are currently in an

Table of Contents

environment of appreciating land values, driven by, among other things, inflation, strong commodity prices (further exacerbated by the war in Ukraine) and an outlook for high levels of farmer profitability. Sustained high interest rates can serve as a counter-balancing external factor to this favorable environment. Each year additional farmland in various portions of the world, including the United States, is repurposed for commercial development, thus decreasing the land acreage available for production of grains, oil seeds, permanent and specialty crops necessary to feed the world’s growing population. Although farmland prices may show a decline from time to time, we believe that any reduction in U.S. farmland values overall is likely to be short-lived as global demand for food and agricultural commodities typically exceeds global ~~supply. In addition, although prices for many crops experienced significant declines in 2014~~supply and 2015 and many crops have still not recovered to their pre-2014 prices, we do not believe that such declines represent a trend that will continue over the long term. Rather, we believe that long-term growth trends in global population and GDP per capita will result in increased prices for primary crops over time.quality farmland becomes scarcer.

Food Demand

We expect that global demand for food, driven primarily by significant increases in the gross domestic product (“GDP”) per capita and global population, ~~and GDP per capita,~~ will continue to be the key driver of farmland values. We ~~further~~ expect that global demand for most crops will continue to ~~grow to~~ keep pace with global population growth, which we anticipate will lead to either higher prices and/or higher yields and, therefore, higher rental rates on our farmland, as well as sustained growth in farmland values over the long-term.growth. We also believe that growth in global GDP per capita, particularly in developing nations, will contribute significantly to increasing demand for primary crops. As global GDP per capita increases, the composition of daily caloric intake is expected to shift away from the direct consumption of primary crops toward more fruits, vegetables and animal-based proteins, which is expected to result in increased demand for primary crops as feed for livestock. According to the United Nations’ Food and Agriculture Organization (“UN FAO”), these factors are expected to require more than one billion additional tons of global annual grain production by 2050, a 43% increase from 2005-2007 levels and more than two times the 446 million tons of grain produced in the United States in 2014. Furthermore, weWe believe ~~that, as GDP per capita grows, a significant portion of additional household income is allocated to food and~~ that once individuals increase consumption of ~~and spending on,~~ higher quality food, they will strongly resist returning to their former dietary habits, resulting in greater inelasticity in the demand for food. ~~As a result, we believe that, as global demand for food increases,~~We anticipate these factors will lead to either higher crop prices and/or higher yields and, therefore, higher rental rates on our farmland, ~~and the value of our~~as well as sustained growth in farmland ~~will increase~~values over the ~~long-term. Global~~long term.

In addition, global demand for corn and soybeans as inputs in the production of biofuels such as ethanol and ~~soy~~soy-based diesel also could impact the prices of corn and soybeans, which, in the ~~long-term,~~long term, could impact our rental revenues and our results of operations. However, the success of our business strategy is not dependent on growth in demand for biofuels and we do not believe that demand for corn and soybeans as inputs in the production of biofuels will materially impact our results of operations or the value of our farmland, primarily because we believe that growth in ~~global population and~~ GDP per capita and global population will be more significant drivers of global demand for primary crops over the ~~long-term.~~long term.

~~Supply~~

~~Global supply~~Despite advances in income, according to “The State of ~~agricultural commodities is driven~~Food Security and Nutrition in the World 2023,” a report by two primary factors, the number of tillable acres available for crop production and the productivity of the acres being farmed. Although the amount of global cropland in use has gradually increased over time, growth has plateaued over the last 20 years. Cropland area continues to increase in developing countries, but after accounting for expected continuing cropland loss, the UN FAO, ~~projects only 173 million acres will be added from 2005-2007~~2.4 billion people were facing moderate to ~~2050, an approximate 5% increase. In comparison, world population is expected~~

~~Table~~severe food insecurity in 2022. The ongoing war in Ukraine has disrupted supply chains and affected the prices of ~~Contents~~grain, fertilizer, and energy, further stressing food supplies for developing countries that are dependent on food imports.

Farmland Supply

According to ~~grow over~~ the ~~same period to 9.1 billion, a nearly 40% increase. While we expect growth in the global supply of~~World Bank Group arable land ~~we also expect that landowners will only put that land into production if increases~~per capita has decreased by approximately 50% from 1961 to 2021, further exacerbated by international conflicts, such as the ongoing war in ~~commodity prices and the value~~Ukraine. Typically, additions to cropland are in areas of farmland cause landowners to benefit economically from using the land for farming rather than alternative uses. We also believe that decreases in the amount of arable land in the United States and globally as a result of increasing urbanization will partially offset the impact of additional supply of farmland. Additionally, we believe that farmland lost tomarginal productivity, while cropland loss, driven by urban development, ~~disproportionately impacts higher quality farmland.~~tends to affect primarily highly productive areas. According to a study published in 2017 in the Proceedings of the National Academy of Sciences, urban expansion is expected to take place on cropland that is 1.77 times more productive than the global ~~average.The~~average. The global supply of food is also impacted by the productivity per acre of ~~tillable~~arable land. Historically, productivity gains (measured by average crop yields) have been driven by advances in seed technology, farm equipment, irrigation techniques, and improvements in soil health, chemical ~~fertilizers~~nutrients and ~~pesticides. Furthermore,~~pest control. On the other hand, we expect the ~~increasing~~ shortage of water in many irrigated growing regions in the United States and ~~other growing regions~~ around the globe, often as a result of new water restrictions imposed by laws or regulations, to lead to decreased productivity ~~growth on many acres and, in some cases, cause yields to decline~~ on those acres.

Conditions in Our Existing Markets

Our portfolio ~~spans~~is broadly diversified across numerous farmland markets and crop ~~types, which provides us broad diversification across conditions in these markets.~~types. Across all regions, farmland acquisitions continue to be dominated by buyers who are existing farm owners and ~~operators;~~operators, whereas institutional ~~and investor acquirors remain~~investors constitute a small fraction of the ~~industry.~~industry (less than 5% of total farmland in the United States). We generally see firm demand for high quality properties across all regions and crop types.

~~With regard~~Farmland values are typically very stable, often showing modest increases even in years of commodity price weakness. We expect this trend to ~~leasing dynamics, we~~continue, with modest but consistent annual increases that compound into significant appreciation

Table of Contents

in the long term. Under certain market conditions, as in 2021, 2022 and 2023, with strong commodity prices and farmer profitability, there are periods of accelerating appreciation in farmland values. Leases renegotiated under the robust market conditions experienced in 2021, 2022, and 2023 reflected significant rent increases. While the pace of appreciation and transaction volume slowed in 2023, these metrics remain strong relative to long-term trends.

We believe quality farmland in the United States has a near-zero vacancy rate as a result of the supply and demand fundamentals discussed above. We believe that due to the relatively high fixed costs associated with farming operations (including equipment, labor and knowledge), many farm operators choose to rent additional acres of farmland when it becomes available in order to allocate their fixed costs over additional acres. Our view is that rental rates for farmland are a function of farmland operators’ view of the long-term profitability of farmland, and that many farm operators will compete for farmland even during periods of decreased profitability due to the scarcity of farmland available to rent. In particular, we believe that due to the relatively high fixed costs associated with farming operations (including equipment, labor and knowledge), many farm operators in some circumstances will rent additional acres of farmland when it becomes available in order to allocate their fixed costs over additional acres. Furthermore, because it is generally customary in the industry to provide the existing tenant with the opportunity to re-lease the land at the end of each lease term, we believe that many farm operators will rent additional land that becomes available in order to control the ability to farm that land in future periods. As a result, in our experience, many farm operators will aggressively pursue rental opportunities in their operable geographic area, even when the farmer anticipates lower ~~current~~profits returns or even short-term losses.

In our primary row crop farmland, we see flat to modestly higher rent rates in connection with 2018 lease renewals. This is consistent with, on the one hand, headwinds in primary crop markets and, on the other, tenant demand for leasing high quality farmland. Due to the short term nature of most of our primary crop leases, we believe that a recovery of crop prices and farm profitability will be reflected relatively rapidly in our revenues via increases in rent rates. Across specialty crops, operator profitability generally remains healthy. Participating lease structures are common in many specialty crops and base lease rates are consistent with or slightly higher than 2017.

Lease Expirations

Farm leases are ~~often short-term~~generally one to three years in ~~nature.~~duration. As of December 31, ~~2017~~2023, our portfolio had the following lease expirations as a percentage of approximate acres leased and ~~annualized~~annual minimum ~~cash~~fixed rents:


($ in thousands)
Year Ending December 31,	Approximate Acres	% of Approximate Acres		Annual Fixed Rents		% of Annual Fixed Rents
2024	38,961	29.3	%	$	12,017	36.1	%
2025	28,066	21.1	%		7,124	21.4	%
2026	32,625	24.6	%		6,432	19.3	%
2027	19,519	14.7	%		4,751	14.3	%
2028	143	0.1	%		59	0.2	%
Thereafter	13,485	10.2	%		2,888	8.7	%
	132,799	100.0	%	$	33,271	100.0	%

% of

% of

($ in thousands)

Approximate

Approximate

Annual

Annual

Year Ending December 31,

Acres

Acres


Cash Rents

Cash Rents

2018

36,057

24.3
%

$
6,915

21.5
%
2019

60,444

40.7
%

11,573

36.0
%
2020

28,854

19.4
%

10,038

31.2
%
2021

13,489

9.1
%

2,329

7.2
%
2022

1,216

0.8
%

333

1.0
%
2023 and beyond

8,556

5.7
%

955

3.1
%

148,616

100.0
%

$
32,143

100.0
%

We have or are currently negotiating leases on 8,552 total acres. We expect that rents for primary crop farmland will experience a modest increase in 2018. We expect that rents for specialty crop farmland will be flat to modestly increasing.

Rental Revenues

Our revenues are primarily generated from renting farmland to operators of farming businesses. Our leases generally have terms ranging from one to ~~ten years.~~three years, with some extending up to 40 years (e.g., renewable energy leases). Although the majority of our leases do not provide the tenant with a contractual right to renew the lease upon its expiration, we believe it is customary to provide the existing tenant with the opportunity to renew the lease, subject to any increase in the rental rate that we may establish. If the tenant elects not to renew the lease at the end of the lease term, the land will be offered to a new tenant. As discussed above, the vacancy rate for quality U.S. farmland is near-zero and there is often competition among prospective tenants for quality farmland; accordingly, we do not believe that re-leasing farmland upon the expiration of existing leases is a significant risk for the Company.

The leases for the majority of the row-crop properties in our portfolio provide that tenants ~~must~~ pay us, ~~at least~~typically, 50% of ~~the annual~~their fixed farm rent in advance of each spring planting season. As a result, we collect a significant portion of total annual rents in the first calendar quarter of each ~~year. We~~year, which we believe ~~our use of leases pursuant to which at least 50% of the annual rent is payable in advance of each spring planting season~~ mitigates the tenant credit risk associated with the variability of farming operations that could be adversely impacted by poor crop yields, weather conditions, mismanagement, undercapitalization or other factors affecting our tenants. Tenant credit risk is further mitigated by ~~requiring that~~the farming industry practice of purchasing crop insurance in almost every circumstance because it is required by lenders who provide working capital financing to our tenants ~~maintain crop insurance~~ and bydue to requirements in our ~~claim on a portion of~~leases. In certain cases, the ~~related proceeds, if any, as well as by our~~Company perfects its security interest in the crop insurance proceeds and the underlying growing ~~crop.~~crops using practices applicable in the state where the farm is located. Prior to acquiring farmland property, we take into consideration the competitiveness of the local farm-operator tenant environment in order to enhance our ability to quickly replace a tenant that is unwilling to renew a lease or is unable to pay a rent payment when it is due. ~~Some~~Many of our leases provide for athe reimbursement by the tenant of the ~~property~~property’s real estate taxes that we ~~pay.~~pay in connection with the farms they rent from us.

Table of Contents

Expenses

~~Expenses~~

Substantially all of our farm leases are structured in such a way that we are responsible for major maintenance expenses, certain liability and casualty insurance and taxes (which are sometimes reimbursed to us by our tenants), while our tenant is responsible for operating expenses, minor maintenance, water usage and all of the additional input costs related to farming operations on the property, such as seed, fertilizer, labor and fuel. We expect ~~that substantially all of the~~ leases for farmland we acquire in the future will ~~continue~~contain similar features related to ~~be structured in a manner consistent with substantially all of our existing leases.~~expenses. As the owner of the land, we generally only bear costs related to major capital improvements permanently attached to the property, such as irrigation systems, drainage tile, grain storage facilities, permanent plantings or other physical structures customary for farms. In cases where capital expenditures are necessary, we typically seek to offset, over a period of multiple years, the costs of such capital expenditures by increasing rental rates. ~~We also incur the costs associated with maintaining liability and casualty insurance.~~

We incur costs associated with running a public company, including, among others, costs associated with ~~employing~~ our personnel, Board of Directors, compliance, legal and ~~compliance costs. We incur costs associated with~~accounting, due diligence and acquisitions ~~including,~~(including, among others, travel expenses and consulting ~~fees, and legal and accounting fees.~~ fees). Inflation in personnel costs, which is impacting many United States businesses, is also likely to impact our expenses.

We also incur costs associated with managing ~~our farmland.~~farmland assets. The management of our farmland, generally, ~~is not labor or capital intensive because~~has significant economies of scale, as farmland generally has minimal physical structures that require routine inspection and maintenance, and our leases, generally, are structured to require the tenant to pay many of the ~~costs~~operating expenses associated with the property. ~~Furthermore, we believe that our platform is scalable, and we~~We do not expect the expenses associated with managing our portfolio of farmland to increase significantly as the number of farm properties we own increases over time.

~~Table of Contents~~

Crop Prices

WeWhile many people assume that short-term crop prices have a great impact on farm values, we believe ~~short-term~~that long-term farmer profitability and revenue per acre, expressed as crop prices multiplied by crop yield, is a much more significant driver of farm value. Crop yield trends in corn and soybeans have been steadily increasing over the last thirty years. After yields for the 2022/2023 marketing year (September 2022 to August 2023) decreased slightly for both corn and soybeans compared to the previous year, the U.S. Department of Agriculture projects yields to increase slightly for the 2023/2024 marketing year (September 2023 to August 2024). Short-term crop price changes have had little effect historically on farmland values. They also have a limited impact on our rental revenue, as most of our leases provide for a fixed ~~cash rental rate,~~farm rents, a common approach in agricultural markets, especially with respect to row crops, for several reasons. This approach recognizes that the value of leased land to a tenant is more closely linked to the total revenue produced on the property which is driven by crop yield and crop price. This approachcrops. Fixed farm rent significantly simplifies the administrative requirements for the landlord and the tenant, significantly. This approach supports the tenants' desire to maintain access to their leased farms which are in short supply, a concept expanded upon below, by providing the landlord consistent rents. Crop price exposure is also limited because tenants alsoas farmers benefit from the fundamental revenue hedging that occurs when large crop yields mitigate the effect of lower crop prices. Similarly, lower crop yields have a tendency to trigger higher crop prices and help increase revenue even when confronted by a lower crop yields. Such hedging effect also limits the impact of short-term crop price changes on revenues generated by leases with a ~~bonus~~variable rent component based on farm revenues. Further risk mitigation is available to tenants, and indirectly to us, via crop insurance and hedging programs implemented by tenants. Our TRS also takes advantage of these risk mitigation programs and strategies ~~also.~~

We believe quality farmland in the United States has a near-zero vacancy rate as a result of the supply and demand fundamentals. Our view is that rental rates for farmland are a function of farmland operators’ view of the long-term profitability of farmland, and that many farm operators will compete for farmland even during periods of decreased profitability duewith respect to the scarcity of farmland available to rent. In particular, we believe that due to the relatively high fixed costs associated with farming operations (including equipment, labor and knowledge), many farm operators in some circumstances will rent additional acres of farmland whenproperties it becomes available in order to allocate their fixed costs over additional acres. Furthermore, because it is generally customary in the industry to provide the existing tenant with the opportunity to re-lease the land at the end of each lease term, we believe that many farm operators will rent additional land that becomes available in order to control the ability to farm that land in future periods. As a result, in our experience, many farm operators will aggressively pursue rental opportunities in their operable geography, even when the farmer anticipates lower current returns or short-term losses.directly operates.

~~The value of a crop is~~

Crop prices are affected by many factors that can differ on a yearly basis. Weather conditions and crop ~~disease in major crop production regions worldwide creates~~diseases can create a significant risk of price ~~volatility, which may either increase or decrease the value of the crops that our tenants produce each year. Other material factors adding to the volatility of crop prices are changes~~volatility. Changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets and eruptions of military conflicts, such as the war in Ukraine, or civil ~~unrest. Prices~~unrest also impact crop prices.

Interest Rates

The Federal Reserve has engaged in a series of significant increases in the discount rate, which is the rate the Federal Reserve charges member banks for ~~many primary crops, particularly corn, experienced meaningful declines in 2014~~overnight funds. These increases affect all borrowing rates, and ~~2015,~~ for variable rate debt and debt with rates that reset periodically, such increases have ~~still not recovered to their pre-2014 prices. We do not believe such declines represent~~ a ~~trend over the long term. Rather, we believe those declines represented a combination of correction to historical norms (adjusted for inflation)~~direct and high yields due to favorable weather patterns. We expect that continued long-term growth trends in global population and GDP per capita will result in increased revenue per acre for primary crops over time. We expect pricing across specialty crops to generally remain firm relative to 2017 as U.S. and global consumer demand remains strong and supply is broadly balanced to demand. Although annual rental payments under the majority of our leases are not based expressly on the quality or profitability of our tenants' harvests, any of these factors could adversely affect our tenants' ability to meet their obligations to us and our ability to lease or re-lease properties on favorable terms.relatively immediate impact.

As of December 31, 2023, $136.0 million of our outstanding indebtedness was subject to interest rates that reset before maturity (excluding our floating rate debt), of which $43.9 million was subject to interest rates that will be reset in 2024. As of December 31, 2023, the weighted average interest rate of the indebtedness subject to interest rate resets in 2024 was 3.07%.

~~Interest Rates~~

At December 31, 2023, $80.5 million, or 22.2%, of our debt had variable interest rates, however, as stated in “Note 10—Hedge Accounting” to the accompanying consolidated financial statements, the Company has an interest rate swap with Rabobank for $33.2 million, which reduces floating rate exposure to $47.3 million. After adjusting the $33.2 million of swapped Rabobank debt as fixed rate debt, the ratio of floating rate debt to total debt decreased to 13.0%. Assuming no increase in the level of our variable rate debt spreads, if SOFR increased by 1.0%, our cash flow would decrease by approximately $0.5 million per year, and if SOFR decreased by 1.0%, our cash flow would increase approximately $0.5 million per year.

We expect that future changes in interest rates will impact our overall operating performance by, among other things, ~~increasing~~affecting our borrowing ~~costs.~~costs and borrowing costs of our tenants. While we may seek to manage our exposure to future changes in rates through interest rate swap agreements or interest rate caps, portions of our overall outstanding debt will likely remain at floating ~~rates.~~rates or subject to interest rates that reset periodically. In addition, a sustained material increase in interest rates may cause farmland prices to decline if the rise in real interest rates ~~(which is defined as nominal~~(nominal interest rates minus the inflation rate) is not accompanied by rises in the general levels of inflation. However, our business model anticipates that over time the value of our farmland will increase, as it has in the past, at a rate that is equal to or greater than the rate of inflation, which may in part offset the impact of rising interest rates on the value of our farmland, but there can be no guarantee that this appreciation will occur to the extent that we anticipate or at all.

International Trade

After a 33% decrease in exports of corn for the 2022/2023 marketing year (September 2022 to August 2023), the USDA estimates corn exports will be up 26% for the 2023/2024 marketing year (September 2023 to August 2024). After a 7% decrease in exports of soybeans for the 2022/2023 marketing year, the USDA estimates soybean exports will be down 12% for the 2023/2024 marketing year, due to lower production.

According to the USDA Outlook for Agricultural Trade, the top three export countries from the United States are China, Mexico, and Canada. Exports to China for fiscal year 2023 (October 2022 to September 2023) were $33.7 billion, down 7% from 2022. Exports to Canada were $27.9 billion, down 3% from 2022. Exports to Mexico were $28.2 billion, up 1% from 2022. Exports to China for fiscal year 2024 are forecast to decrease to $30 billion, while exports to Mexico and Canada are expected to decrease slightly to $27.9 billion and $27.7 billion, respectively.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires that management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts may differ significantly from these estimates and assumptions. We have provided a summary of our significant accounting policies in the notes to the historical consolidated financial statements included elsewhere in this filing. We have set forth below those accounting policies that we believe require material subjective or complex judgments and have the most significant impact on our financial condition and results of operations. We evaluate our estimates, assumptions and judgments on an ongoing basis, based on information that is then available to us, our experience and various matters that we believe are reasonable and appropriate for consideration under the circumstances.

Real Estate Acquisitions

When ~~we acquire farmland where substantially all~~allocating the purchase price of properties acquired using the relative fair value, a number of significant assumptions can be used by management. We may utilize various sources, including third-party appraisals, our own analysis of recently acquired or developed properties and existing comparable properties in our portfolio, other market data and property specific characteristics such as soil types, water availability and the existence of leases acquired with

Table of Contents

the acquisition. The allocations of purchase price are sensitive and involve a degree of uncertainty due to the nature of the inputs and judgements, as well as the number, magnitude and complexity of these inputs and judgements made by management. See “Note 5—Real Estate” for additional discussion regarding acquisitions completed by the Company.

Impairment of Real Estate Assets

Assessing impairment can be complex and involves a high degree of subjectivity in determining if impairment indicators are present and in estimating the future undiscounted cash flows or the fair value of an asset. In particular, these estimates are sensitive to significant assumptions, including the ~~gross assets acquired is concentrated in a single identifiable~~estimation of future rental revenues, operating expenses, discount and capitalization rates and our intent and ability to hold the related asset, ~~or group of similar identifiable assets it is not considered a business. As such, we account for these types of acquisitions as asset acquisitions. When substantially~~ all of which could be affected by our expectations about future market or economic conditions. Assumptions are primarily subject to property-specific characteristics, especially with respect to our intent and ability to hold the related asset. While these property-specific assumptions can have a significant impact on the undiscounted cash flows or estimated fair value of ~~the gross assets acquired is not concentrated in~~ a ~~single identifiable~~particular asset, ~~or a group of similar assets and contains acquired inputs, processes and outputs, these acquisitions are accounted for as a business combination.~~

We consider single identifiable assets as tangible assets that are attached to and cannot be physically removed and used separately from another tangible asset without incurring significant cost or significant diminution in utility or fair value. We consider similar assets as assets that have a similar nature and risk characteristics.

Whether our acquisitions are treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the fair value of the purchase price is allocated among the assets acquired and any liabilities assumed by valuing the property as if it was vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, permanent plantings and any liabilities, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.

Upon acquisition of real estate, we allocate the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements, groundwater, permanent plantings (bushes, shrubs, vines, and perennial crops), and grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases, and tenant relationships. We allocate the purchase price to the fair value of the tangible assets by valuing the land as if it were unimproved. We value improvements, including permanent plantings and grain facilities, at replacement cost, adjusted for depreciation.

Our estimates of land value are made using a comparable sales analysis. Factors considered by us in our analysis of land value include soil types and water availability and the sales prices of comparable farms. Our estimates of groundwater value are made using historical information obtained regarding the applicable aquifer. Factors considered by us in our analysis of groundwater value are related to the location of the aquifer and whether or not the aquifer is a depletable resource or a replenishing resource. If the aquifer is a replenishing resource, no value is allocated to the groundwater. We

~~Table of Contents~~

~~include an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed.~~

When above or below market leases are acquired, we value the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values will be amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on the accompanying consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases.

~~The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on~~ our evaluation of the ~~specific characteristics~~reported carrying values of ~~each tenant’s lease, availability~~long-lived assets during the current year were not particularly sensitive to external or market assumptions. There was $5.8 million and $0.0 million of replacement tenants, probability of lease renewal, estimated down time, and our overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships will be included as an intangible asset and will be amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including (i) above and below market leases, (ii) in-place lease values, and (iii) tenant relationships, would be recorded to revenue or expense as appropriate.

We capitalize acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition. If the asset acquisition is abandoned, the capitalized asset acquisition costs will be expensed to acquisition and due diligence costs in the period of abandonment. Costs associated with a business combination are expensed to acquisition and due diligence costs as incurred.

Total consideration for acquisitions may include a combination of cash and equity securities. When equity securities are issued, we determine the fair value of the equity securities issued based on the number of shares of common stock and Common units issued multiplied by the stock price on the date of closing in the case of common stock and Common units and by liquidation preference in the case of preferred stock and preferred units.

Using information available at the time of a business combination, we allocate the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition.

~~Real Estate~~

Our real estate consists of land, groundwater, permanent crops (consisting of trees and vines) and improvements made to the land consisting of grain facilities, irrigation improvements, other assets and drainage improvements. We record real estate at cost and capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset. We expense costs of repairs and maintenance as such costs are incurred. We begin depreciating assets when the asset is ready for its intended use. We compute depreciation and depletion for assets classified as improvements using the straight-line method over the estimated useful life of 10-40 years for grain facilities, 2-40 years for irrigation improvements, 20-65 for drainage improvements, 3-50 years for groundwater, 13-40 years for permanent plantings, and 5-40 years for other assets acquired. We periodically evaluate the estimated useful lives for groundwater based on current state water regulations and depletion levels of the aquifers.

When a sale occurs, we recognize the associated gain when all consideration has been transferred, the sale has closed, and there is no material continuing involvement. If a sale is expected to generate a loss, we first assess it through the impairment ~~evaluation process. See ‘‘—Impairment of Real Estate Assets’’ below.~~

~~Table of Contents~~

~~Impairment of Real Estate Assets~~

We evaluate our tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property’s operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, we project the total undiscounted cash flows of the asset, including proceeds from disposition, and compare it to the net book value of the asset. If this evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset. There have been no impairments recognized on real estate assets in the accompanying financial ~~statements.~~

~~Inventory of our TRS~~

The costs of growing crop are accumulated until the time of harvest at the lower of cost or market value and are included in inventory in our consolidated financial statements. Costs are allocated to growing crops based on a percentage of the total costs of production and total operating costs that are attributable to the portion of the crops that remain in inventory at the end of the year. Growing crop consists primarily of land preparation, cultivation, irrigation and fertilization costs incurred by FPI Agribusiness. Growing crop inventory is charged to cost of products sold when the related crop is harvested and sold.

~~Harvested crop inventory includes costs accumulated~~statements during both the growing and harvesting phases and is stated at the lower of those costs or the estimated net realizable value, which is the market price, based upon the nearest market in the geographic region, less any cost of disposition. Cost of disposition includes broker’s commissions, freight and other marketing costs.

~~Revenue Recognition~~

Rental income includes rents that each tenant pays in accordance with the terms of its lease. Minimum rents pursuant to leases are recognized as revenue on a straight-line basis over the lease term, including renewal options in the case of bargain renewal options. Deferred revenue includes the cumulative difference between the rental revenue recorded on a straight-line basis and the cash rent received from tenants in accordance with the lease terms. Acquired below market leases are included in deferred revenue on the accompanying consolidated balance sheets, which are amortized into rental income over the life of the respective leases, plus the terms of the below market renewal options, if any.

Leases in place as of December 31, 2017 had terms ranging from one to twenty five years. As of December 31, 2017, we had 42 leases over 57 properties with rent escalations. The majority of our leases provide for a fixed annual or semi-annual cash rent payment. Tenant leases on acquired farms generally require the tenant to pay us rent for the entire initial year regardless of the date of acquisition, if the acquisition is closed prior to, or shortly after, planting of crops. If the acquisition is closed later in the year, we typically receive a partial rent payment or no rent payment at all.

Certain of our leases provide for a portion of the rent determined as a percentage of the gross farm proceeds. Revenue under leases providing for a payment equal to a percentage of the gross farm proceeds are 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 us 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. Revenue derived from a percentage of the farm gross proceeds that is over and above the crop insurance minimums is recognized once crop price and quantity are known (typically at the time the crops are harvested). As a result, we are only able to recognize revenue from such leases once annually.

Certain of our leases provide for minimum cash rent plus a bonus based on gross farm proceeds. Revenue under this type of lease is recognized on a straight-line basis over the lease term based on the minimum cash rent. Bonus rent is recognized 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 us of the total amount of gross farm proceeds~~

~~Table of Contents~~

Tenant reimbursements include reimbursements for real estate taxes that each tenant pays in accordance with the terms of its lease. When leases require that the tenant reimburse us for property taxes paid by us, the reimbursement is reflected as tenant reimbursement revenue on the statements of operations, as earned, and the related property tax as property operating expense, as incurred.

We recognize interest income on notes receivable on an accrual basis over the life of the note. 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 in other revenue in the Company’s Consolidated Statements of Operations for the years ended December 31, ~~2017, 2016~~2023 and ~~2015.~~2022, respectively.

~~Crop sales revenue~~Impairment of Goodwill and Intangible Assets with Indefinite Lives

~~We record revenue from~~Goodwill is not amortized, but rather tested for impairment annually in the ~~sale~~fourth quarter and when events or changes in circumstances indicate that the fair value of ~~harvested crops when the harvested crop~~a reporting unit with goodwill has been ~~contracted to be delivered to~~reduced below its carrying value. Assessing the fair value of a ~~grain or packing facility~~reporting unit involves a high degree of subjectivity. Significant assumptions include future cash flow, discount rates and ~~title has transferred. Harvested crops delivered under marketing contracts are recorded using~~future capital requirements. If the ~~fixed price~~fair value of the ~~marketing contract at~~reporting unit is less than its carrying value, an impairment expense is recognized. Intangible assets with indefinite lives is not amortized, but rather tested for impairment annually in the ~~time of delivery to a grain~~fourth quarter and when events or ~~packing facility. Harvested crops delivered without a marketing contract are recorded using~~changes in circumstances indicate that the ~~market price at the date the harvested crop is delivered to the grain or packing facility and title has transferred.~~

~~Other revenue~~

~~We recognize interest income on notes receivable on an accrual basis over the life~~fair value of the ~~note. Direct origination costs are netted against loan origination fees and are amortized over~~asset is below its carrying value. Assessing the ~~life~~fair value of the ~~note using~~asset involves a high degree of subjectivity regarding the ~~straight-line method, which approximates~~significant assumptions including future cash flow and the ~~effective interest method, as an adjustment to interest income which is included in other revenue~~discount rate. There have been no goodwill or intangible asset impairments recognized in the ~~Company’s Consolidated Statements of Operations for~~accompanying financial statements during the years ended December 31, ~~2017, 2016~~2023 and ~~2015.~~2022.

~~Income Taxes~~Results of Operations

~~As a REIT,~~This section of this Annual Report on Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for ~~income tax purposes we are permitted to deduct dividends paid to our stockholders, thereby eliminating~~ the ~~U.S. federal taxation~~fiscal year ended December 31, 2022.

Table of ~~income represented by such distributions at the Company level, provided certain requirements are met. REITs are subject to a number~~Contents

Comparison of organizational and operational requirements. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate tax rates.

The Operating Partnership leases certain of its farms to the TRS, which is subject to federal and state income taxes. We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis of assets and liabilities and their respective income tax basis and for operating loss, capital loss and tax credit carryforwards based on enacted income tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. There was $0.03 million in taxable income from the TRS for the year ended December 31, ~~2017, and $0.03 million in taxable~~2023 to the year ended December 31, 2022


	For the years ended December 31,
($ in thousands)	2023		2022		$ Change		% Change
OPERATING REVENUES:
Rental income	$	49,185	$	48,879	$	306	0.6	%
Crop sales		2,257		5,372		(3,115)	(58.0)	%
Other revenue		6,024		6,959		(935)	(13.4)	%
Total operating revenues		57,466		61,210		(3,744)	(6.1)	%

OPERATING EXPENSES
Depreciation, depletion and amortization		7,499		6,960		539	7.7	%
Property operating expenses		8,660		8,190		470	5.7	%
Cost of goods sold		4,754		5,966		(1,212)	(20.3)	%
Acquisition and due diligence costs		17		111		(94)	(84.7)	%
General and administrative expenses		11,274		12,005		(731)	(6.1)	%
Legal and accounting		1,279		2,874		(1,595)	(55.5)	%
Impairment of assets		5,840		—		5,840	NM
Other operating expenses		144		130		14	10.8	%
Total operating expenses		39,467		36,236		3,231	8.9	%

OTHER (INCOME) EXPENSE:
Other (income)		(39)		(663)		624	(94.1)	%
(Income) from equity method investment		(1)		(52)		51	(98.1)	%
(Gain) on disposition of assets, net		(36,133)		(2,641)		(33,492)	NM
Interest expense		22,657		16,143		6,514	40.4	%
Total other expense		(13,516)		12,787		(26,303)	NM

Net income before income tax (benefit) expense		31,515		12,187		19,328	158.6	%

Income tax (benefit) expense		(166)		227		(393)	NM

NET INCOME	$	31,681	$	11,960	$	19,721	164.9	%

NM = Not Meaningful

Our net income for the year ended December 31, ~~2016~~2023 was affected partially by acquisitions and ~~no taxable~~dispositions that occurred since December 31, 2022, as well as lower crop sales, cost of goods sold, auction and brokerage revenue, legal and accounting expense, higher interest expense and the impairment of certain properties.

Rental income increased $0.3 million, or 0.6%, for the year ended December 31, ~~2015.~~

We perform an annual review for any uncertain tax positions and, if necessary, will record future tax consequences of uncertain tax positions in the financial statements. An uncertain tax position is defined as a position taken or expected to be taken in a tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. At December 31, 2017, we did not identify any uncertain tax positions.

When we acquire a property in a business combination, we evaluate such acquisition for any related deferred tax assets or liabilities and determine if a deferred tax asset or liability should be recorded in conjunction with the purchase price allocation. If a built-in gain is acquired, we evaluate the required holding period (generally 5 years) and determine if we have the ability and intent to hold the underlying assets for the necessary holding period. If we have the ability to hold the underlying assets for the required holding period, no deferred tax liability will be recorded with respect to the built-in gain.

~~Table of Contents~~

~~We determined that no deferred tax asset or liability was recorded through the business combination that we undertook during the year ended December 31, 2017.~~

~~New or Revised Accounting Standards~~

For a summary of the new or revised accounting standards please refer to “Note 1 – Organization and Significant Accounting Policies” within the notes to the combined consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

~~Results of Operations~~

~~Comparison of the year ended December 31, 2017~~2023 compared to the year ended December 31, ~~2016~~2022, resulting primarily from increased fixed farm rent, solar rent and revenue recognized from tenant reimbursements, partially offset by lower variable rent.

For the year ended December 31,

($ in thousands)

2017

2016

$ Change

% Change

OPERATING REVENUES:

Rental income

$
42,956

$
29,668

$
13,288

44.8
%
Tenant reimbursements

1,909

263

1,646

625.9
%
Crop sales

799

846

(47)

(5.6)
%
Other revenue

555

224

331

147.8
%
Total operating revenues

46,219

31,001

15,218

49.1
%

OPERATING EXPENSES:

Depreciation, depletion and amortization

7,792

1,554

6,238

401.4
%
Property operating expenses

5,897

2,379

3,518

147.9
%
Acquisition and due diligence costs

930

2,521

(1,591)

(63.1)
%
General and administrative expenses

7,258

7,023

235

3.3
%
Legal and accounting

1,453

1,447

6

0.4
%
Other operating expenses

361

445

(84)

NM

Total operating expenses

23,691

15,369

8,322

54.1
%
OPERATING INCOME

22,528

15,632

6,896

44.1
%

OTHER (INCOME) EXPENSE:

Other income

(391)

(337)

(54)

16.0
%
Loss on disposition of assets

200

—

200

NM

Interest expense

13,561

9,959

3,602

36.2
%
Total other expense

13,370

9,622

3,748

39.0
%

Net income before income tax expense

9,158

6,010

3,148

52.4
%

Income tax expense

—

11

(11)

(100.0)
%

NET INCOME

$
9,158

$
5,999

$
3,159

52.7
%

Crop sales decreased $3.1 million, or 58.0%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This decrease was the result of a lower volume of crop sold on citrus farms and the conversion of blueberry farms from direct operations to third party leases.

Other revenue decreased $0.9 million, or 13.4%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This decrease was primarily due to a decrease of $1.6 million in auction and brokerage income, and a decrease of $0.3 million in crop insurance proceeds, partially offset by an increase of $1.0 million in management fees and interest income.

~~NM = Not Meaningful~~Table of Contents

~~Our rental income~~Depreciation, depletion and amortization increased $0.5 million, or 7.7%, for ~~2017~~the year ended December 31, 2023 compared to the year ended December 31, 2022. This increase was ~~impacted~~driven by ~~the 24 acquisitions that took place in 2016, primarily~~non-recurring adjustments in the ~~fourth quarter, in addition~~second and third quarters of 2023 and more depreciable assets placed into service, partially offset by asset dispositions and more assets becoming fully depreciated.

Property operating expenses increased $0.5 million, or 5.7%, for the year ended December 31, 2023 compared to the ~~19 acquisitions that took place throughout 2017. To highlight the effect~~year ended December 31, 2022, resulting from higher tax, insurance, and cost sharing on a West Coast farm, partially offset by lower utilities expense.

Cost of ~~changes due to acquisitions, we have separately discussed the rental income~~goods sold decreased $1.2 million, or 20.3%, for the ~~same-property portfolio, which includes only properties owned~~year ended December 31, 2023 compared to the year ended December 31, 2022. This decrease was the result of a lower volume of crop sold on citrus farms and ~~operated~~the conversion of blueberry farms from direct operations to third party leases, partially offset by an increase in walnuts in the year ended December 31, 2023 compared to the year ended December 31, 2022.

Acquisition and due diligence costs remained relatively flat at $0.0 million and $0.1 million for the ~~entirety of both periods presented, excluding properties that generated one-time revenues such as termination fees. Due~~years ended December 31, 2023 and 2022, respectively.

General and administrative expenses decreased $0.7 million, or 6.1%, for the year ended December 31, 2023 compared to the ~~timing~~year ended December 31, 2022. This decrease was primarily driven by lower bonus, stock-based compensation and travel expense partially offset by higher payroll costs.

Legal and accounting expenses decreased $1.6 million, or 55.5%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, due primarily to the successful defense and termination of the ~~Company’s acquisitions~~stockholder class action litigation that was pending against the Company from July 2018 until dismissal of ~~speciality crop farms,~~ the ~~same property portfolio consists almost exclusively~~litigation by a federal judge on April 6, 2022.

Impairment of ~~row crop farms. Total rental income under leases for the same-property portfolio decreased 0.9 million, or 8%, from $10.6~~assets increased $5.8 million for the year ended December 31, ~~2016~~2023 compared to ~~$9.7~~the year ended December 31, 2022. This increase was the result of certain properties being written down to their estimated fair value.

Other operating expenses remained flat at $0.1 million for each of the years ended December 31, 2023 and 2022.

Other income decreased $0.6 million, or 94.1%, for the year ended December 31, 2023 compared to the year ended December 31, 2022. This decrease is primarily due to proceeds from a property insurance claim received during the year ended December 31, 2022, due to weather-related damage, partially offset by loss on early extinguishment of debt during the year ended December 31, 2022.

Income from equity method investment remained relatively flat at $0.0 million and $0.1 million for the year ended December 31, ~~2017, due to generally flat to slightly lower rent~~2023 and 2022, respectively.

Gain on ~~row crops in the periods compared.~~

~~Total rental income~~disposition of assets, net increased $13.3 million, or 44.8%, for the year ended December 31, 2017 as compared to the prior year. This increase was the result of the 43 acquisitions completed during the years ended December 31, 2017 and 2016 and payments received in connection with the the early termination of certain leases in December 2016. As part of the lease termination, the Company recognized $3.7 million due to cash received under the contract greater than rental income previously recognized and $2.8 million in early termination fees.

~~Table of Contents~~

Leases in place in 2017 that provide for tenant payment of property taxes required the tenant to reimburse us for the tax amount we paid in 2017 for the 2016 taxable year. Due to changes in terms of lease renewals during 2017, the addition of permanent crop properties and certain outstanding leases, tenant reimbursements increased $1.6 million, or 625.9%, in 2017, as compared to 2016.

~~Crop sales decreased $0.05~~$33.5 million for the year ended December 31, ~~2017,~~2023 compared to the year ended December 31, 2022, primarily due the appreciation of farmland value on properties sold relative to book value as well as a greater number of property dispositions during the year ended December 31, 2023 as compared to the year ended December 31, ~~2016. During 2017~~2022. In connection with the ~~Company only included~~sale of two ~~permanent crop development properties that were acquired~~farms in December 2023 pursuant to which we provided $9.5 million of seller financing, we deferred an additional net gain on sale of $2.1 million. The deferred gain will be recognized at such time as ~~part~~we consider collection of the ~~AFCO Mergers within~~seller-financed portion of the ~~TRS. In 2016, 2,605 acres of row crop properties were operated by the TRS; however, in 2017 all of these properties operated by the TRS in 2016 were leased~~sale price to ~~third party farmers. The TRS was formed in March 2015 with the sales recognized in the first quarter of 2016 representing the first revenues generated by the entity.~~be probable under applicable accounting standards.

~~Other revenue~~Interest expense increased ~~$0.3~~$6.5 million, or 40.4%, for the year ended December 31, ~~2017, as~~2023 compared to the year ended December 31, ~~2016. Other income recognized in 2017 consisted of $0.6 million earned on interest and amortization net of loan fees. The~~2022. This increase ~~resulted from the increase in loans issued and outstanding under the FPI Loan Program.~~

Depreciation, depletion and amortization expense increased $6.2 million, or 401.4%, for the year ended December 31, 2017, as compared to the year ended December 31, 2016. The increase is the result of acquiring or constructing $102.0 million in depreciable assets, net of disposals throughout 2017.

Property operating expenses increased $3.5 million or 147.9%, for the year ended December 31, 2017, as compared to the year ended December 31, 2016, of which $2.2 million is attributable to an increase in property taxes as a result of 18 asset acquisitions and one business combination completed in 2017 and $0.4 million is attributable to an increase in bad debt expense. The increase in property operating expenses also includes an increase in expense relating to the Prudential Agreements assumed in the AFCO Mergers and subsequently terminated as of March 31, 2017, totaling $0.7 million compared to no such costs in the same period in 2016. The increase also included a $0.2 million increase in a variety of other property operating costs such as repairs and maintenance, state and franchise taxes and other miscellaneous items, also driven by the acquisitions completed during the year.

Acquisition and due diligence costs totaled $0.9 million for the year ended December 31, 2017 as compared to $2.5 million recognized in the year ended December 31, 2016. Approximately $2.4 million of acquisition and due diligence costs related to the AFCO Mergers were recognized in 2016, which we did not incur in the year ended December 31, 2017.

General and administrative expenses increased $0.2 million, or 3.3%, for the year ended December 31, 2017, as compared to the year ended December 31, 2016. The increase in general and administrative expenses was primarily attributable to increased costs related to the continued growth of our portfolio. During the year ended December 31, 2017, employee compensation expenses increased $0.2 million, as compared with the same period in 2016, due to an increase in the stock based compensation expense. During 2017, our public company costs increased $0.2 million due to increased investor relations, regulatory and compliance activity, directors and officers insurance and conference attendance. We also had a $0.1 million decrease in travel, a $0.2 million decrease in consulting and conference expenses and an increase in office rent expense of $0.1 million in the year ended December 31, 2017 as compared to the prior year.

Other operating expenses totaled $0.4 million during the year ended December 31, 2017 and $0.4 million in 2016. Other operating expenses for both periods relate to the cost of crop sales from our TRS’s farming operations.

Other income, which is comprised primarily of interest income recognized on the Company’s cash balances for the year and the sale of easements and rights-of-way, increased by $0.1 million, or 16.0%, for the year ended December 31, 2017, as compared to 2016.

~~Interest expense increased by $3.6 million or 36.2%, for the year ended December 31, 2017, as compared to the year ended December 31, 2016. Interest expense increased as~~ the result of an increase in ~~our outstanding borrowings during 2017, which were $515.8 million as of December 31, 2017 and $309.9 million for the comparative period in 2016. We recognized additional~~ interest ~~expense of approximately $2.4 million during 2016 related to interest and amortization of deferred loan fees associated with a $53.0 million bridge loan~~ ~~(the “Bridge Loan”), entered into on~~ ~~February 29, 2016 by two wholly owned subsidiaries of the Operating Partnership (together, the “Bridge Borrower”) and MSD FPI Partners,~~

~~Table of Contents~~

~~LLC, an affiliate of MSD Partners, L.P.~~ ~~, and all costs related to the Bridge Loan were both incurred and amortized during 2016. The increase in interest expense was~~rates, partially offset by ~~the fact that we did not have any short term financing arrangements like the Bridge Loan during the year ended December 31, 2017.~~a lower average balance on outstanding debt.

~~Comparison~~Income tax (benefit) changed from income tax expense of ~~the year ended December 31, 2016 to the year ended December 31, 2015~~

For the Years Ended December 31,

($ in thousands)

2016

2015

$ Change

% Change

OPERATING REVENUES:

Rental income

$
29,668

$
13,548

$
16,120

119.0
%
Tenant reimbursements

263

135

128

94.8
%
Crop sales

846

—

846

NM

Other revenue

224

73

151

206.8
%
Total operating revenues

31,001

13,756

17,245

125.4
%

OPERATING EXPENSES:

Depreciation, depletion and amortization

1,554

893

661

74.0
%
Property operating expenses

2,379

1,104

1,275

115.5
%
Acquisition and due diligence costs

2,521

260

2,261

869.6
%
General and administrative expenses

7,023

4,192

2,831

67.5
%
Legal and accounting

1,447

1,090

357

32.8
%
Other operating expenses

445

—

445

NM

Total operating expenses

15,369

7,539

7,830

103.9
%
OPERATING INCOME

15,632

6,217

9,415

151.4
%

OTHER (INCOME) EXPENSE:

Other income

(337)

(98)

(239)

243.9
%
Interest expense

9,959

4,616

5,343

115.7
%
Total other expense

9,622

4,518

5,104

113.0
%

Net income before income tax expense

6,010

1,699

4,311

253.7
%

Income tax expense

11

10

1

10.0
%

NET INCOME

$
5,999

$
1,689

$
4,310

255.2
%

~~NM = Not Meaningful~~

Our rental income for 2016 was impacted by the 26 acquisitions that took place in 2015, primarily in the fourth quarter, in addition to the 24 acquisitions that took place throughout 2016. To highlight the effect of changes due to acquisitions, we have separately discussed the rental income for the same-property portfolio, which includes only properties owned and operated for the entirety of both periods presented. Due to the timing of the Company’s acquisitions of speciality crop farms, the same property portfolio consists almost exclusively of row crop farms. Total rental income under leases for the same-property portfolio increased to $9.1 million, or 2%, for the year ended December 31, 2016, from $8.9 million for the year ended December 31, 2015.

Total rental income increased $16.1 million, or 119.0%, for the year ended December 31, 2016 as compared to the prior year. This increase was the result of the 50 acquisitions completed over the last two years and payments received in connection with the the early termination of certain leases in December 2016. As part of the termination, the Company recognized $3.7 million due to cash received under the contract greater than rental income previously recognized and $2.8 million in early termination fees.

Leases in place in 2015 that provide for tenant payment of property taxes required the tenant to reimburse us for the tax amount we paid in 2016 for the 2015 taxable year. Due to changes in terms of lease renewals and certain outstanding leases, tenant reimbursements increased $0.1 million, or 94.8%, in 2016, as compared to 2015.

Crop sales increased $0.8 million for the year ended December 31, 2016, as compared to the year ended December 31, 2015. The income recognized in 2016 consisted of $0.8 million realized on crop sales from our TRS’s farming operation. The TRS was formed in March 2015 with the sales recognized in the first quarter of 2016 representing the first revenues generated by the entity.

~~Table of Contents~~

~~Other revenue increased~~ $0.2 million for the year ended December 31, ~~2016, as compared~~2022 to ~~the year ended December 31, 2015. The~~ income ~~recognized in 2016 consisted~~tax benefit of $0.2 million earned on interest and amortization of net loan fees, primarily from loans outstanding under the FPI Loan Program. The FPI Loan Program was launched in August 2015 and has mortgage notes receivable totaling $2.8 million as of December 31, 2016.

Depreciation and depletion expense increased $0.7 million, or 74.0%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. The increase is the result of acquiring or constructing $14 million in depreciable assets throughout 2016.

Property operating expenses increased $1.3 million or 115.5%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015, of which $0.8 million is attributable to an increase in property taxes and $0.2 million to an increase in property insurance primarily as a result of property acquisitions. The increase also included a $0.3 million increase in a variety of other property operating costs such as repairs and maintenance, state and franchise taxes and other miscellaneous items.

~~Acquisition and due diligence costs totaled $2.5~~ million for the year ended December 31, 2016 as compared to $0.3 million recognized in the year ended December 31, 2015. Acquisition and due diligence costs recognized in the year ended December 31, 2016 consisted of $2.4 million of costs related to the AFCO Mergers, with the remainder related to other acquisitions.

General and administrative expenses increased $2.8 million, or 67.5%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. The increase in general and administrative expenses was primarily attributable to increased costs related to the continued growth of our portfolio. During the year ended December 31, 2016, employee compensation expenses increased $2.3 million, as compared with the same period in 2015,2023. This change is due to ~~an increase in the number~~tax adjustments of employees from 12 at the end of 2015 to 15 at the end of 2016. Included in compensation costs is $0.1 million for the new employee benefits program, which was not in place as of December 31, 2015. During 2016, our public company costs increased $0.3 million due to increased investor relations, regulatory and compliance activity, and conference attendance. We also had a $0.2 million increase in travel and office rent expense in the year ended December 31, 2016 as compared to the prior ~~year.~~

Legal and accounting expenses increased $0.4 million, or 32.8%, for the year ended December 31, 2016, as compared to 2015. Costs associated with general corporate matters and the growth of our portfolio, including costs related to the AFCO Mergers, contributed to the increase in legal and accounting expenses.

Other operating expenses totaled $0.4 million during the year ended December 31, 2016, compared to no other operating expenses recognized in 2015, related to the cost of sales realized on crop sales from our TRS’s farming operations.

Other income, which is comprised primarily of income recognized on the sale of easements and rights-of-way, increased by $0.2 million, or 243.9%, for the year ended December 31, 2016, as compared to 2015.

Interest expense increased by $5.3 million or 115.7%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. We recognized additional interest expense of approximately $2.4 million during 2016 related to interest and amortization of deferred loan fees associated with the $53.0 million Bridge Loan (as defined below under “Liquidity and Capital Resources”), as all costs related to the Bridge Loan were both incurred and amortized during 2016. The increase in interest expense is due, in large part, to interest on the Bridge Loan of $2.3 million, which we do not expect to continue as we do not expect to enter into similar short term financing arrangements in the future. Interest expense increased approximately $3.1 million as the result of an increase in our outstanding borrowings during 2016, which were $309.9 million as of December 31, 2016 and $187.2 million for the comparative period ~~in 2015. These increases were partially offset by the amortization of deferred financing fees and discounts/premiums on debt which increased $0.1 million during 2016.~~

estimates.

Table of Contents

Liquidity and Capital Resources

Overview

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay any outstanding borrowings, fund and maintain our assets and operations, acquire new properties, make distributions to our stockholders and ~~to Common~~ unitholders, and fund other general business needs.

~~Our short-term~~High levels of inflation have prompted the Federal Reserve to increase interest rates which has resulted in, and may continue to result in, increased interest expense. We expect to meet our liquidity requirements consist primarily of funds necessary to acquire additional farmland and make other investments consistent with our investment strategy, make principal and interest payments on outstanding borrowings, make distributions on our Series A preferred units and Series B Participating Preferred Stock and make distributions necessary to qualify for taxation as a REIT and fund our operations. Our sources of funds primarily will beneeds through cash on hand, undrawn availability under our lines of credit ($201.1 million in availability as of December 31, 2023), operating cash flows, borrowings, proceeds from equity issuances and ~~borrowings from prospective lenders.~~selective asset dispositions where such dispositions are deemed to be in the best interests of the Company.

On August 17, 2017, we completed an underwritten public offering of 6,037,500 shares of Series B Participating Preferred Stock which generated net proceeds of approximately $144.5 million. We used $66.0 million of the net proceeds from the offering to partially fund our acquisition of three nut tree ranches in California comprising of approximately 5,100 acres. We also used part of the proceeds to make initial debt repayments for maturing bonds under the Farmer Mac Facility.We used cash from the Rabo Mortgage Note (as defined below) to replace cash used from the Series B Participating Preferred Stock offering initially used to make bond repayments. We intend to use the remaining net proceeds for future farmland acquisitions in accordance with our investment strategy and for general corporate purposes.

~~In addition to utilizing current and any future available borrowings,~~May 6, 2022, we entered into equity distribution agreements ~~on September 15, 2015 in connection with the ATM Program,~~ under which ~~the Company has issued~~we may issue and ~~sold~~sell from time to time, through ~~the~~ sales agents, shares of our common stock having an aggregate gross sales price of up to ~~$25 million. Through December 31, 2017 the Company has generated $11.1~~$100.0 million ~~in net cash proceeds under the~~(the “ATM Program”). The ATM Program is intended to provide cost-effective financing alternatives in the capital ~~markets and we~~markets. We intend to use the net proceeds from the ATM Program, if any, for future farmland acquisitions in accordance with our investment strategy and for general corporate purposes, which may also include originating loans to farmers under our loan program. We only intendcontinue to utilize the ATM Program ifwhen the market price of our common stock ~~reaches~~remains at levels which are deemed appropriate by our Board of Directors. We may increase the size of the ATM Program in the future. During the year ended December 31, 2023, we sold no shares under the ATM Program and had $50.5 million in shares of common stock available for issuance under the ATM Program.

Our long-term liquidity needs consist primarily of funds necessary to acquire additional farmland, make other investments and certain long-term capital expenditures, make principal and interest payments on outstanding borrowings, and make distributions necessary to qualify for taxation as a REIT. We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances (including issuances of Common units), net cash provided by operations, long-term mortgage indebtedness and other secured and unsecured borrowings.

Our ability to incur additional debt will depend on a number of factors, including our degree of leverage, the value of our unencumbered assets, compliance with the covenants under our existing debt agreements, borrowing restrictions that may be imposed by lenders and the conditions of debt markets.

When material debt repayments are due within the following 12 months, we work with current and new lenders and other potential sources of capital sufficiently in advance of the debt maturity to ensure that all of our obligations are satisfied in a timely manner. We have a history of being able to refinance or extend our debt obligations to manage our debt maturities. Our ability to access the equity capital markets will depend on a number of factors as well, including general market ~~conditions~~conditions. We have an effective shelf registration statement with approximately $100 million of capacity (approximately $150 million inclusive of the ATM Program availability mentioned above) whereby we could issue additional equity or debt securities, which we have done successfully in the past as mentioned above. The Company has no material debt maturities due before 2025.

During the year ended December 31, 2023, the Company repurchased 6,551,087 shares of its common stock at a weighted average price of $11.00 per share. We currently have authority to repurchase up to an aggregate of $83.3 million in additional shares of our common stock. In addition, the Company redeemed 34,000 Common units in exchange for ~~REITs and market perceptions about us.~~cash of approximately $0.4 million.

Consolidated Indebtedness

For further details relating to our consolidated ~~indebtness~~indebtedness refer to “– Recent Developments – Financing Activity” and Note 7 – Mortgage Notes, Line of Credit and Bonds Payable included in the financial statement section of this Annual Report on Form 10-K.

Sources and Uses of Cash and Cash Equivalents

The following table summarizes our cash flows for the years ended December 31, ~~2017, 2016~~2023 and ~~2015:~~2022:

For the year ended December 31,
($ in thousands)

2017

2016

2015
Net cash provided by operating activities

$
929

$
5,041

$
7,695
Net cash used in investing activities

$
(234,107)

$
(137,396)

$
(119,690)
Net cash provided by financing activities

$
239,548

$
156,007

$
101,773


	For the years ended December 31,
(in thousands)	2023		2022
Net cash and cash equivalents provided by operating activities	$	12,887	$	17,051
Net cash and cash equivalents provided by (used in) investing activities	$	158,461	$	(60,398)
Net cash and cash equivalents provided by (used in) financing activities	$	(173,513)	$	20,830

Comparison of the year ended December 31, ~~2017~~2023 to the year ended December 31, ~~2016~~2022

As of December 31, ~~2017,~~2023, we had ~~$53.5~~$5.5 million of cash and cash equivalents compared to ~~$47.2~~$7.7 million at December 31, ~~2016.~~2022.

Cash Flows from Operating Activities

Net cash and cash equivalents provided by operating activities decreased ~~$4.1~~by $4.2 million primarily as a result of the following:

●

Receipt of ~~$37.2~~$39.8 million in ~~cash~~fixed rents, $9.0 million in variable rent and $2.2 million in tenant reimbursements for the ~~twelve months~~year ended December 31, ~~2017, as compared to receiving $22.7 million in cash rents in the same period of 2016;~~

~~Increase of $3.6 million in other operating expenses;~~

~~An increase in cash paid for interest of $3.0 million for the twelve months ended December 31, 2017~~2023 as compared to the ~~same period~~receipt of ~~2016;~~$35.8 million in fixed rents, $9.5 million in variable rents, and

$2.2 million in tenant reimbursements for the year ended December 31, 2022;

●

~~An decrease~~A change in ~~working capital~~depreciation, depletion and amortization of ~~$12.0~~$7.5 million ~~due~~for the year ended December 31, 2023 compared to ~~acquired liabilities from~~$7.0 million for the ~~AFCO Mergers.~~

year ended December 31, 2022;

●

(Gain) on disposition of assets, net during the year ended December 31, 2023 of $36.1 million as compared to $2.6 million during the year ended December 31, 2022;

●

A change in accounts receivable of $0.9 million for the year ended December 31, 2023 compared to $(2.3) million for the year ended December 31, 2022;

●

A change in accrued interest of $0.6 million for the year ended December 31, 2023 compared to $1.4 million for the year ended December 31, 2022; and

●

A change in deferred revenue of $0.6 million for the year ended December 31, 2023 compared to $0.1 million for the year ended December 31, 2022.

Cash Flows from Investing Activities

Net cash ~~used for~~and cash equivalents provided by (used in) investing activities increased ~~$96.7~~by $218.9 million primarily as a result of the following:

●

~~Completing 18 asset~~Property acquisitions ~~and one business combination in 2017 for aggregate cash consideration~~during the year ended December 31, 2023 of ~~$206.2~~$22.2 million as compared to ~~$131.8~~$54.4 million ~~in aggregate~~during the year ended December 31, 2022;

●

Property dispositions during the year ended December 31, 2023 for cash consideration ~~for 24 acquisitions in 2016;~~

of $195.5 million as compared to $17.0 million during the year ended December 31, 2022;

●

~~Investment~~An increase of ~~$21.6~~$1.6 million ~~for~~in real estate improvements during the year ended December 31, ~~2017,~~2023 as compared to ~~$5.7 million in 2016;~~

~~Funding of $6.6 million in notes receivable for~~ the ~~twelve months~~year ended December 31, ~~2017;~~2022; and

●

~~Receipt~~Issuances of ~~$0.2~~notes receivable under the FPI Loan Program and financing receivables of $11.8 million ~~in casualty loss insurance proceeds for~~during the ~~twelve months~~year ended December 31, ~~2017.~~

2023 as compared to $20.8 million during the year ended December 31, 2022.

Table of Contents

Cash Flows from Financing Activities

Net cash and cash equivalents provided by (used in) financing activities increased ~~$83.5~~by $194.3 million primarily as a result of the following:

●

Borrowings from mortgage notes payable ~~of $212.2 million during the twelve months ended December 31, 2017, as compared to borrowings of $207.4 million in the twelve months ended December 31, 2016;~~

~~Debt repayments of $81.3 million during 2017, as compared to $84.8 million in 2016;~~

~~Repurchase of $10.0 million in common stock during the year;~~

~~Proceeds from the issuance of Series B Participating Preferred Stock of $144.5 million during the year, compared to proceeds from an equity offering of $33.3 million during 2016;~~

~~No proceeds from the ATM program during 2017 compared to receipts of $11.1 million under the ATM Program period ended December 31, 2016;~~

Aggregate dividend and distribution payments of $17.8 million to common stockholders and Common unitholders made in 2017, compared to aggregate dividends payments and net distributions to members of $9.4 million during 2016;

~~Table of Contents~~

~~Dividend payments of $2.9 million to Series A preferred unit holders made in 2017, compared to no dividends payments during 2016;~~

~~Dividend payments of $3.3 million to Series B Participating Preferred Stockholders made in 2017, compared to no dividends payments during 2016;~~

~~Payments of $0.6 million in offering costs made during 2017, as compared to $0.4 million in payments during 2016; and~~

~~Payments of $1.2 million in financing fees made during 2017, as compared to $1.1 million in payments during 2016.~~

~~Comparison of the year ended December 31, 2016 to the year ended December 31, 2015~~

~~As of December 31, 2016, we had $47.2 million of cash and cash equivalents compared to $23.5 million at December 31, 2015.~~

~~Cash Flows from Operating Activities~~

~~Net cash provided by operating activities decreased $2.7 million, primarily as a result of the following:~~

~~Receipt of $22.7 million in cash rents for the twelve months ended December 31, 2016, as compared to receiving $16.4 million in cash rents in the same period of 2015;~~

~~Increase of $0.9 million in employee compensation paid;~~

~~An increase in cash paid for interest of $4.8 million for the twelve months ended December 31, 2016 as compared to the same period of 2015; and~~

~~An increase in working capital of $3.3 million.~~

~~Cash Flows from Investing Activities~~

~~Net cash used for investing activities increased $17.7 million primarily as a result of the following:~~

~~Completing 24 acquisitions in 2016 for aggregate cash consideration of $131.8 million, as compared to $109.3 million in aggregate cash consideration for 26 acquisitions in 2015;~~

~~Investment of $5.7 million for real estate improvements~~ during the year ended December 31, ~~2016,~~2023 of $79.5 million as compared to ~~$7.6~~$223.0 million ~~in 2015 receipt of $0.05 million in principal from note receivable~~ during the year ended December 31, ~~2016, as compared to $0 million in 2015; and~~

2022;

●

~~Funding of $2.8 million in notes receivable, which was offset by $0.02 million of net origination fees received for the twelve months ended December 31, 2015.~~

~~Cash Flows from Financing Activities~~

~~Net cash provided by financing activities increased $54.2 million primarily as a result of the following:~~

~~Borrowings from mortgage notes payable of $207.4 million during the twelve months ended December 31, 2016, as compared to borrowings of $82.5 million in the twelve months ended December 31, 2015;~~

~~Debt prepayments of $0~~Repayments on ~~the First Midwest bank debt during 2016, as compared to $3.1 million in 2015;~~

~~Other contractual debt payments of $84.8 million made in 2016, compared to $6.1 million in contractual debt payments made during 2015;~~

~~Proceeds from an equity offering of $33.3 million during 2016, compared to total proceeds of $35.1 million from an equity offering during 2015;~~

~~Receipt of $11.1 million under the ATM Program as compared to no receipts under the ATM program in the corresponding period ended December 31, 2015~~

Aggregate dividend and distribution payments of $9.5 million to common stockholders and Common unitholders made in 2016, compared to aggregate dividends payments and net distributions to members of $5.9 million during 2015; and

~~Table of Contents~~

~~Payments of $0.4 million in offering costs made during 2016, as compared to $0.8 million in payments during 2015;~~

~~Payments of $1.1 million in financing fees made during 2016, as compared to $0.2 million in payments during 2015; and~~

~~Receipt of $0.3 million of refund related to certain of our~~ mortgage notes payable during ~~2015~~

~~Contractual Obligations~~

~~The following table sets forth our contractual obligations and commitments as of December 31, 2017:~~

($ in thousands)

Payments Due by Period
Contractual Obligations

2018

2019-2021

2022-2024

2025 & beyond

Total
Principal Payments of

Long-Term Indebtedness

$
306

$
55,367

$
124,210

$
335,950

$
515,833
Interest Payments on

Fixed-Rate Long-Term Indebtedness

11,077

31,261

27,942

48,550

118,830
Variable-Rate Long-Term Indebtedness (1)

5,735

17,204

10,696

9,482

43,117
Commitment on Mortgage Note Receivable

-

-

-

-

-
Lease Payments

126

74

-

-

200
Capital Commitments

3,578

-

-

-

3,578
Total

$
20,822

$
103,906

$
162,848

$
393,982

$
681,558

~~(1)~~

~~Variable rate long-term~~ ~~indebtedness has been determined for purposes of this table based upon~~ the ~~balance and interest rates in place as of~~year ended December 31, ~~2017.~~

2023 of $155.9 million as compared to $296.9 million during the year ended December 31, 2022;

●

Net proceeds from the ATM Program during the year ended December 31, 2023 of $0.0 million as compared to $121.3 million during the year ended December 31, 2022;

●

Common stock repurchases during the year ended December 31, 2023 of $72.2 million as compared to $0.0 million during the year ended December 31, 2022;

●

Redemption of Series A preferred units during the year ended December 31, 2023 of $8.1 million as compared to $10.2 million during the year ended December 31, 2022; and

●

Dividends on common stock during the year ended December 31, 2023 of $12.3 million as compared to $11.1 million during the year ended December 31, 2022.

~~Off-Balance Sheet Arrangements~~

~~As of December 31, 2017, we did not have any off-balance sheet arrangements.~~

Non-GAAP Financial Measures

Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”)

We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or ~~NAREIT. NAREIT~~Nareit. Nareit defines FFO as net income (loss) (calculated in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, ~~plus~~ real estate related depreciation, depletion and amortization (excluding amortization of deferred financing costs), impairment write-downs of depreciated property, and ~~after~~ adjustments for unconsolidated partnerships and joint ventures. FFO is a supplemental non-GAAP financial measure. Management presents FFO as a supplemental performance measure because it believes that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from sales of depreciable operating properties, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs.

However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures necessary to maintain the operating performance of improvements on our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the ~~NAREIT~~Nareit definition as we do, and, accordingly, our FFO may not be comparable to such other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. FFO also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

~~Table of Contents~~

We do not, however, believe that FFO is the only measure ~~of the sustainability~~ of our operating performance. Changes in GAAP accounting and reporting rules that were put in effect after the establishment of ~~NAREIT’s~~Nareit’s definition of FFO in 1999 result in the inclusion of a number of items in FFO that do not correlate with the sustainability of our operating performance. Therefore, in addition to FFO, we present AFFO and AFFO per share, fully diluted, both of which are non-GAAP measures. Management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company’s operational performance than FFO. AFFO is not intended to represent cash flow or liquidity for the period and is only intended to provide an additional measure of our operating performance. Even AFFO, however, does not properly capture the timing of cash receipts, especially in connection with full-year rent payments under lease agreements entered into in connection with newly acquired farms. Management considers AFFO per share, fully diluted to be a supplemental metric to GAAP earnings per share. AFFO per share, fully diluted provides additional insight into

Table of Contents

how our operating performance could be allocated to potential shares outstanding at a specific point in time. Management believes that AFFO is a widely recognized measure of the operations of REITs, and presenting AFFO will enable investors to assess our performance in comparison to other REITs. However, other REITs may use different methodologies for calculating AFFO and AFFO per share, fully diluted, and, accordingly, our AFFO and AFFO per share, fully diluted may not always be comparable to AFFO and AFFO per share amounts calculated by other REITs. AFFO and AFFO per share, fully diluted should not be considered as an alternative to net income (loss) or earnings per share (determined in accordance with GAAP) as an indication of financial performance or as ~~an alternative to net income (loss) earnings per share (determined in accordance with GAAP) as~~ a measure of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to make distributions.

AFFO is calculated by adjusting FFO to exclude or include the income and expenses that we believe are not reflective of the sustainability of our ongoing operating performance, as further explained below:

●

Real estate related acquisition and due diligence costs. Acquisition (including audit fees associated with these acquisitions) and due diligence costs are incurred for investment purposes and, therefore, do not correlate with the ongoing operations of our portfolio. ~~We believe that excluding these costs from AFFO provides useful supplemental information reflective~~The Company incurred an immaterial amount of ~~the realized economic impact of our leases, which is useful in assessing the sustainability of our operating performance. Acquisition~~acquisition and due diligence costs ~~totaled $0.9 million, $2.5 million and $0.3 million for~~during the years ended December 31, ~~2017, 2016~~2023 and ~~2015, respectively. Real estate related acquisition and due diligence costs~~for the year ended December 31, 2016 included $2.3 million in interest and loan fees associated with the short-term Bridge Loan and the Forsythe acquisition and as the interest and fees are a non-recurring item they have been excluded from the AFFO calculation. Included in the $2.3 million of interest and loan fees is only a portion of the interest, approximately $2.1 million, or 4% of the Bridge Loan's principal amount, which was considered additional interest paid on issuance. A portion of the audit fees we incur are directly related to acquisitions, which varies with the number and complexity of the acquisitions we evaluate and complete in a given period. As such, these costs do not correlate with the ongoing operations of our portfolio. Total acquisition related audit fees excluded from AFFO totaled $0.2 million, $0.2 million and $0.2 million for the years ended December 31, 2017, 2016 and 2015, respectively. Also included in real estate related acquisition and due diligence costs for the year ended December 31, 2017 is $0.7 million in fees paid to the Prudential Sub-Advisor following the completion of the AFCO Mergers, including a $0.2 million termination fee.2022. We believe that excluding these costs from AFFO provides useful supplemental information reflective of the realized economic impact of our current acquisition strategy, which is useful in assessing the sustainability of our operating performance. These exclusions also ~~improves~~improve the comparability of our results over each reporting period and of ~~our~~the Company with other real estate operators.

●

~~Stock based compensation.~~ ~~Stock based~~Stock-based compensation and incentive.Stock-based compensation and incentive is a non-cash expense and, therefore, does not correlate with the ongoing ~~operations.~~operations of our portfolio. We believe that excluding these costs from AFFO improves the comparability of our results over each reporting period and of ~~our~~the Company with other real estate operators.

●

~~Indirect offering costs.~~ ~~Indirect offering costs~~Deferred impact of interest rate swap terminations. When an interest rate swap is terminated and the related termination fees are rolled into a new swap, the terminated swap's termination fees ~~for services incurred by~~are amortized over what would have been the ~~Company~~remaining life of the terminated swap, while the related contractual and financial obligations extend over the life of the new swap. We believe that, with this adjustment, AFFO better reflects the actual cash cost of the fixed interest rate we are obligated to ~~grow~~pay under the new swap agreement, and maintain an active institutional investor presence. As we continue to acquire more farms, our ability to access capital through the equity markets will remain a critical component of our growth strategy. As of September 30, 2015, we began excluding indirect offering costs from AFFO as we believe it improvesresults in improved comparability of our results

across reporting periods.

~~Table of Contents~~

~~over each reporting period and of our Company with other real estate operators. Prior to this date the company did not incur indirect offering costs.~~

●

Distributions on Series A preferred units. Dividends on Series A preferred units, which are convertible into Common units on or after ~~March 2,~~February 10, 2026, have a fixed and certain impact on our cash flow, ~~thus they~~and therefore are ~~subtracted~~excluded from ~~FFO.~~AFFO. We believe this improves the comparability of ~~our~~the Company with other real estate operators.

●

~~Dividends on Series B Participating Preferred Stock~~. Dividends on Series B Participating Preferred Stock, which may be redeemed for cash or converted into shares of common stock on or after September 30, 2021, have a fixed and certain impact on our cash flow, thus they are subtracted from FFO. We believe this improves comparability of our Company with other real estate operators.

Common shares fully diluted. In accordance with GAAP, common shares used to calculate earnings per share are presented on a weighted average basis. Common shares on a fully diluted basis includes shares of common stock, Common units, ~~redeemable Common units~~ and unvested shares of restricted stock outstanding at the end of the period on a share equivalent basis, because all shares are participating securities and thus share in the performance of the Company. The conversion of Series A preferred units is excluded from the calculation of common shares fully diluted as they are not participating securities, ~~thus don’t~~and therefore do not share in the performance of the Company and their impact on shares outstanding is uncertain.

~~In prior periods, our calculation~~Table of AFFO also adjusted FFO to reflect the difference between the pro rata contractual cash revenue for each crop year spread equally over the quarterly periods of ownership (without regard to the date of acquisition within the quarter) and the rent recognized on a straight-line basis in accordance with GAAP. In prior filings with the SEC, we referred to this adjustment as “crop-year revenue adjustment.” For the year ended December 31, 2015, the crop-year revenue adjustment was $1.8 million. In accordance with recently released interpretation from the SEC regarding the presentation of non-GAAP financial measures, we no longer include the crop-year revenue adjustment in our calculation of AFFO.Contents

The following table sets forth a reconciliation of net income (loss) to FFO, AFFO and net income (loss) available to common stockholders per share to AFFO per share, fully diluted, the most directly comparable GAAP equivalents, respectively, for the periods indicated below (unaudited):


	For the year ended December 31,
($ in thousands)	2017		2016		2015
Net income (loss)	$	9,158	$	5,999	$	1,689

							For the years ended December 31,
(in thousands except per share amounts)							2023		2022
Net income							$	31,681	$	11,960
(Gain) on disposition of assets, net								(36,133)		(2,641)
Depreciation, depletion and amortization		7,792		1,554		893		7,499		6,960
Impairment of assets								5,840		—
FFO		16,950		7,553		2,582	$	8,887	$	16,279

Stock based compensation		1,409		1,224		942
Indirect equity offering costs		—		88		34

Stock-based compensation and incentive								2,008		1,999
Deferred impact of interest rate swap terminations								198		582
Real estate related acquisition and due diligence costs		1,811		5,061		494		17		111
Dividends on Series B participating preferred stock and distributions on Series A preferred units		(6,856)		(2,915)		—
Distributions on Preferred units and stock								(2,970)		(3,210)
AFFO	$	13,314	$	11,011	$	4,052	$	8,140	$	15,761


AFFO per diluted weighted average share data:


AFFO weighted average common shares		37,358		19,107		13,060		51,810		52,531

Net income (loss) available to common stockholders	$	0.03	$	0.09		0.08

Net income available to common stockholders of Farmland Partners Inc.							$	0.55	$	0.16
Income available to redeemable non-controlling interest and non-controlling interest in operating partnership		0.21		0.24		0.05		0.08		0.08
Depreciation, depletion and amortization		0.21		0.08		0.07		0.14		0.13
Stock based compensation		0.04		0.06		0.07
Real estate related acquisition and due diligence costs		0.05		0.26		0.04
Dividends on Series B Participating Preferred Stock and distributions on Series A preferred units		(0.18)		(0.15)		—
Impairment of assets								0.11		0.00
Stock-based compensation and incentive								0.04		0.04
(Gain) on disposition of assets, net								(0.70)		(0.05)
Distributions on Preferred units and stock								(0.06)		(0.06)
AFFO per diluted weighted average share	$	0.36	$	0.58		0.31	$	0.16	$	0.30

~~Table of Contents~~

The following table sets forth a reconciliation of AFFO share information to basic weighted average common shares outstanding, the most directly comparable GAAP equivalent, for the periods indicated below (unaudited):


	For the year ended December 31,
($ in thousands)	2017	2016	2015

				For the years ended December 31,
(in thousands)				2023	2022
Basic weighted average shares outstanding	31,210	13,204	9,619	50,243	50,953
Weighted average Common units on an as-if converted basis	5,870	5,362	2,763
Weighted average OP units on an as-if converted basis				1,220	1,292
Weighted average unvested restricted stock	278	188	165	347	286
Weighted average redeemable non-controlling interest	—	353	513
AFFO weighted average common shares	37,358	19,107	13,060	51,810	52,531

~~As of December 31,~~EBITDAre

The Company calculates Earnings Before Interest Taxes Depreciation and Amortization for real estate (“EBITDAre”) in accordance with the standards established by NAREIT in its September 2017 ~~2016 and 2015 we had 38,074,221, 23,043,318 and 16,155,971 shares of common stock and Common units outstanding on a fully diluted basis, respectively.~~

~~EBITDA and Adjusted EBITDA~~

~~Earnings before~~White Paper. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest ~~taxes,~~expense, income tax, depreciation and amortization, ~~(“EBITDA”)~~gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates. EBITDAre is a key financial measure used to evaluate ~~our~~the Company’s operating performance but should not be construed as an alternative to operating income, cash flows from operating activities or net income, in each case as determined in accordance with GAAP. ~~EBITDA is not a measure defined in accordance with GAAP. We believe~~The Company believes that ~~EBITDA~~EBITDAre is a ~~standard~~useful performance measure commonly reported and will be widely used by analysts and investors in ~~our~~the Company’s industry. However, while ~~EBITDA~~EBITDAre is a performance measure widely used across ~~several industries, we do~~the Company’s industry, the Company does not believe that it correctly captures ~~our~~the Company’s business operating performance because it includes non-cash expenses and recurring adjustments that are necessary to better understand ~~our~~the Company’s business operating performance. Therefore, in addition to ~~EBITDA, our~~EBITDAre, management uses ~~adjusted EBITDA (“~~Adjusted ~~EBITDA”),~~EBITDAre, a non-GAAP measure.

Table of Contents

We further adjust ~~EBITDA~~EBITDAre for certain additional items such as ~~stock based~~stock-based compensation and incentive, indirect offering costs, real estate acquisition related audit fees and real estate related acquisition and due diligence costs (for a full discussion of these adjustments, see AFFO adjustments discussed above) that we consider necessary to understand our operating performance. As of September 30, 2015, we began excluding indirect offering costs from EBITDA as we believe it improves comparability of our results over each reporting period and of our company with other real estate operators. Prior to this date the Company had not incurred any indirect offering costs. We believe that Adjusted ~~EBITDA~~EBITDAre provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income and ~~EBITDA,~~EBITDAre, is beneficial to an investor’s understanding of our operating performance.

~~EBITDA~~EBITDAre and Adjusted ~~EBITDA~~EBITDAre have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

●

~~EBITDA~~EBITDAre and Adjusted ~~EBITDA~~EBITDAre do not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

●

~~EBITDA~~EBITDAre and Adjusted ~~EBITDA~~EBITDAre do not reflect changes in, or cash requirements for, our working capital needs;

●

~~EBITDA~~EBITDAre and Adjusted ~~EBITDA~~EBITDAre do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

●

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and ~~EBITDA~~EBITDAre and Adjusted ~~EBITDA~~EBITDAre do not reflect any cash requirements for these replacements; and

●

Other companies in our industry may calculate ~~EBITDA~~EBITDAre and Adjusted ~~EBITDA~~EBITDAre differently than we do, limiting the usefulness as a comparative measure.

Because of these limitations, ~~EBITDA~~EBITDAre and Adjusted ~~EBITDA~~EBITDAre should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results of operations and using ~~EBITDA~~EBITDAre and Adjusted ~~EBITDA~~EBITDAre only as a supplemental measure of our performance.

~~Table of Contents~~

The following table sets forth a reconciliation of our net income to our ~~EBITDA~~EBITDAre and Adjusted ~~EBITDA~~EBITDAre for the periods indicated below (unaudited):

For the year ended December 31,
($ in thousands)

2017

2016

2015
Net income

$
9,158

$
5,999

$
1,689
Interest expense

13,561

9,959

4,616
Income tax expense

—

11

10
Depreciation, depletion and amortization

7,792

1,554

893
EBITDA

$
30,511

$
17,523

$
7,208

Stock based compensation

1,409

1,224

942
Indirect equity offering costs

—

88

34
Real estate related acquisition and due diligence costs

1,811

2,789

494
Adjusted EBITDA

$
33,731

$
21,624

$
8,678


	For the years ended December 31,
(in thousands)	2023		2022
Net income	$	31,681	$	11,960
Interest expense		22,657		16,143
Income tax (benefit) expense		(166)		227
Depreciation, depletion and amortization		7,499		6,960
Impairment of assets		5,840		—
(Gain) on disposition of assets, net		(36,133)		(2,641)
EBITDAre	$	31,378	$	32,649

Stock-based compensation and incentive		2,008		1,999
Real estate related acquisition and due diligence costs		17		111
Adjusted EBITDAre	$	33,403	$	34,759

~~Inflation~~Seasonality

Most of our farming leases are two to three years for row crops and one to seven years for permanent crops, pursuant to which each tenant is responsible for substantially all of the operating expenses related to the property, including maintenance, water usage and insurance. As a result, we believe that the effect on us of inflationary increases in operating expenses may be offset in part by the operating expenses that are passed through to our tenants and by contractual rent increases because our leases will be renegotiated every one to five years. We ~~do not believe that inflation has had a material impact on our historical financial position or results of operations.~~

~~Seasonality~~

Because the leases for a many of the properties in our portfolio require significant payments in advance of the spring planting season, we receive a significant portion of our cash rental payments in the first calendar quarter of each year, although we recognize rental revenue from ~~these~~fixed-rate farmland leases on a pro rata basis over the non-cancellable term of the lease in accordance with ~~GAAP.~~accounting principles generally accepted in the United States (“GAAP”). Notwithstanding GAAP accounting requirements to spread rental revenue over the lease term, a significant portion of fixed rent is received in a lump sum before planting season, in the first quarter, and after harvest, in the fourth quarter. We receive a significant portion of our variable rental payments in the fourth calendar quarter of each year, following harvest, with only a portion of such payments being recognized ratably through the year in accordance with GAAP, in relation to crop insurance contracts entered into by our tenants. The highly seasonal nature of the agriculture industry causes seasonality in our business to some extent. Our financial performance should be evaluated on an annual basis, which eliminates impacts of seasonality and other similar factors that may cause our quarterly results to vary during the course of the year.

Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market-sensitive instruments. In pursuing our business strategies, the primary market risk to which we are exposed is interest rate risk. Our primary interest rate exposure will be ~~the daily LIBOR.~~SOFR. We may use fixed interest rate financing to manage our exposure to fluctuations in interest rates. On a limited basis, we also ~~may~~ use derivative financial instruments to manage interest rate risk. We ~~will~~do not use such derivatives for trading or other speculative purposes.

At December 31, ~~2017, $191.5~~2023, $80.5 million, or ~~37%~~22.2%, of our debt had variable interest ~~rates.~~rates, however, as stated in “Note 10—Hedge Accounting” to the accompanying consolidated financial statements, the Company has an interest rate swap with Rabobank for $33.2 million, which reduces floating rate exposure to $47.3 million. After adjusting the $33.2 million of swapped Rabobank debt as fixed rate debt, the ratio of floating rate debt to total debt decreased from 22.2% to 13.0%. Assuming no increase in the level of our variable rate debt spreads, if ~~interest rates~~SOFR increased by 1.0%, ~~or 100 basis points,~~ our cash flow would decrease by approximately ~~$1.9~~$0.5 million per ~~year. At December 31, 2017, LIBOR was approximately 123 basis points. Assuming no increase in the level of our variable rate debt,~~year, and if ~~LIBOR were reduced to 0 basis points,~~SOFR decreased by 1.0%, our cash flow would increase by approximately ~~$2.9~~$0.5 million per year.

Item 8. Financial Statements and ~~Supplementary~~Supplementary Data

Our consolidated financial statements and supplementary data are included as a separate section of this Annual Report on Form 10-K commencing on page F-1 and are incorporated herein by reference.

Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure

None.

~~Table of Contents~~

Item 9A. Controls and ~~Procedures~~Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

We have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures. Based upon ~~this~~their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our ~~disclosure controls~~disclosures and procedures were effective at a reasonable level of assurance as of the end of the period covered by this report.

Limitations on the Effectiveness of Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Table of Contents

Management’s Annual Report on Internal Controls over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2016~~2023 based on the 2013 ~~framework in~~ Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, the Company’s management concluded that our internal ~~control~~controls over financial reporting ~~was~~were effective as of December 31, ~~2017.~~ 2023.

~~Attestation Report of Independent Registered Public Accounting Firm~~

~~Not applicable.~~

Changes in Internal Controls over Financial Reporting

There were no changes in the Company’s internal ~~control~~controls over financial reporting during the quarter ended December 31, ~~2017~~2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal ~~control~~controls over financial reporting.

Item 9B. Other Information

Rule 10b5-1 Trading Plans

During the year ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

~~None.~~Not applicable.

~~Table of Contents~~

PART III

Item 10. Directors, Executive Officers and Corporate Governance

This information is incorporated by reference from the Company’s Proxy Statement with respect to the ~~2018~~2024 Annual Meeting of Stockholders to be filed with the SEC no later than April ~~30, 2018.~~28, 2024.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related ~~Transactions,~~Transactions, and Director Independence

Table of Contents

Item 14. Principal Accountant Fees and Services

~~This information is~~Information about aggregate fees billed to us by our principal accountant, Plante & Moran, PLLC, Denver, Colorado (PCAOB ID No. 166) will be incorporated by reference from the Company’s Proxy Statement with respect to the ~~2018~~2024 Annual Meeting of Stockholders to be filed with the SEC no later than April ~~30, 2018.~~28, 2024.

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following is a list of documents filed as a part of this report:

(1)

~~(1)~~

Financial Statements

Included herein at pages F-1 through ~~F-38.~~F-36.

(2)

~~(2)~~

Financial Statement Schedules

The following financial statement schedule is included herein at pages ~~F-39~~F-37 through ~~F-45:~~ F-41:

Schedule III—Combined Real Estate and Accumulated Depreciation

All other schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions, are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted.

~~Table of Contents~~

(3)

~~(3)~~

Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index on pages ~~82, 83~~63, 64 and 8465 of this report, which is incorporated by reference herein.

Item 16. Form 10-K Summary

The Company has elected to not include a summary.

Table of Contents

Exhibit Index


Exhibit No		Description of Exhibit
~~Exhibit No~~3.1		~~Description of Exhibit~~
~~2.1~~		Agreement and Plan of Merger, dated as of September 12, 2016, by and among Farmland Partners Inc. Farmland Partners Operating Partnership, LP, Farmland Partners OP GP LLC, FPI Heartland LLC, FPI Heartland Operating Partnership, LP, FPI Heartland GP LLC, American Farmland Company and American Farmland Company L.P. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on September 12, 2016)
~~3.1~~		Articles of Amendment and Restatement. (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11/A, filed on March 24, 2014).
3.2		Articles Supplementary for Farmland Partners Inc. 6.00% Series B Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 16, 2017).
~~3.3~~		Second Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 14, 2017).
4.1		Form of common stock ~~certificate~~certificate. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11/A, filed on March 11, 2014)
~~4.2~~		~~Form of Specimen Stock Certificate of 6.00% Series B Participating Preferred Stock (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A, filed on August 16~~, ~~2017)~~.
~~10.1~~ 4.2	*	Description of Securities Registered under Section 12 of the Exchange Act of Farmland Partners, Inc.
10.1		Second Amended and Restated Agreement of Limited Partnership of Farmland Partners Operating Partnership, LP, dated April 16, 2014. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 16, 2014).
~~10.2†~~10.2	†	Farmland Partners Inc. Third Amended and Restated 2014 Equity Incentive Plan. (Incorporated by reference to Exhibit ~~10.2~~10.1 to the Company’s Registration Statement on Form S-8, filed on May ~~5, 2015)~~10, 2021).
~~10.3†~~10.3	†	Form of Restricted Stock Award ~~Agreement.~~Agreement for Executive Officers. (Incorporated by reference to Exhibit ~~10.3~~10.1 to the Company’s ~~Registration Statement~~Current Report on Form ~~S-11/A,~~8-K, filed on March ~~11, 2014)~~9, 2018).
~~10.4†~~10.4	†	Form of Restricted Stock Award Agreement for Directors. (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-11/A, filed on March 11, 2014).
10.5*10.5	*	Indemnification Agreement by and between Farmland Partners Inc. and each of its directors and officers listed on Schedule A thereto.
~~10.6†~~10.6	†	Amended and Restated Employment Agreement, dated ~~April 16, 2014,~~December 13, 2018, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Paul A. Pittman. (Incorporated by reference to Exhibit ~~10.2~~10.6 to the Company’s ~~Current~~Annual Report on Form ~~8-K,~~10-K filed on ~~April 16, 2014)~~March 13, 2019).
~~10.7†~~10.7	†	Amended and Restated Employment Agreement, dated ~~April 16, 2014,~~December 13, 2018, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Luca Fabbri. (Incorporated by reference to Exhibit ~~10.3~~10.7 to the Company’s ~~Current~~Annual Report on Form ~~8-K,~~10-K filed on ~~April 16, 2014)~~March 13, 2019).
10.8	†	~~Tax Protection~~First Amendment to Amended and Restated Employment Agreement, dated ~~April 16, 2014,~~October 9, 2021, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and ~~Pittman Hough Farms LLC.~~Luca Fabbri. (Incorporated by reference to Exhibit ~~10.7 to the Company’s Current Report on Form 8-K, filed on April 16, 2014)~~
~~10.9~~		~~Registration Rights Agreement, dated April 16, 2014, by and between Farmland Partners Inc. and Pittman Hough Farms LLC. (Incorporated by reference to Exhibit~~ 10.8 ~~to the Company’s Current Report on Form 8-K, filed on April 16, 2014)~~
~~10.10~~		Amended and Restated Pledge and Security Agreement, dated as of March 1, 2015, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Farmer Mac Mortgage Securities Corporation and Federal Agricultural Mortgage Corporation. (Incorporated by Reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2015)
~~10.11~~		Amended and Restated Bond Purchase Agreement, dated as of March 1, 2015, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Farmer Mac Mortgage Securities Corporation and Federal Agricultural Mortgage Corporation. (Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 5, 2015)
~~10.12~~		Amendment No. 1 to the Amended and Restated Bond Purchase Agreement, dated as of June 2, 2015, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Farmer Mac Mortgage Securities Corporation and Federal Agricultural Mortgage Corporation. (Incorporated by Reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 5, 2015)

~~Table of Contents~~

~~10.13~~		~~Amendment No. 2 to the Amended and Restated Bond Purchase Agreement, dated as of August 3, 2015. (Incorporated by reference to Exhibit 10.26~~ to the Company’s Annual Report on Form 10-K filed on February ~~23, 2017)~~28, 2022).
~~10.14~~10.9		Amendment No.1 to the Second Amended and Restated Agreement of Limited Partnership of Farmland Partners Operating Partnership, LP (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 3, 2016).
~~10.15~~ 10.10		Security Holder’s Agreement, dated as of March 2, 2016, by and among Forsythe Family Farms, Inc., Gerald R. Forsythe, Forsythe-Fournier Farms, LLC, Forsythe-Fawcett Farms, LLC, Forsythe-Bernadette Farms, LLC, Forsythe Land Company, Forsythe Family Farms, L.P., Forsythe Family Farms II, L.P., and Forsythe-Breslow Farms, LLC and Farmland Partners Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 3, 2016).
~~10.16~~ 10.11		Amendment No. 1 to the Contribution Agreement, dated February 22, 2016, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, FPI Illinois I LLC, and FPI Illinois II, LLC and Forsythe Family Farms, Inc., Gerald R. Forsythe, Forsythe-Fournier Farms, LLC, Forsythe-Fawcett Farms, LLC, Forsythe-Bernadette Farms, LLC, Forsythe Land Company, Forsythe Family Farms, L.P., Forsythe Family Farms II, L.P., and Forsythe-Breslow Farms, LLC. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016).
~~10.17~~ 10.12		Term Loan Agreement, dated as of February 29, 2016, between FPI Illinois I LLC, FPI Illinois II LLC, and MSD FPI Partners, LLC (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016)
~~10.18~~		Guaranty, dated as of February 29, 2016, by Farmland Partners Inc. and Farmland Partners Operating Partnership LP in favor of MSD FPI Partners, LLC. (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016)
~~10.19~~		Third Amendment to the Amended and Restated Business Loan Agreement, dated March 6, 2016,, by and between Farmland Partners Operating Partnership, LP and First Midwest Bank. (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016)
~~10.20~~		Loan Agreement, dated as of March 29, 2016, between FPI Illinois I LLC, FPI Illinois II LLC, Cottonwood Valley Land LLC, PH Farms LLC and FPI Properties LLC and Metropolitan Life Insurance Company. (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016).
~~10.21~~ 10.13		Guaranty, dated as of March 29, 2016, by Farmland Partners Operating Partnership, LP in favor of Metropolitan Life Insurance Company. (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2016).

Table of Contents

~~10.22~~ 10.14	†	Employment Agreement, dated as of ~~November 15, 2016,~~October 9, 2021, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and ~~Robert L. Cowan.~~James Gilligan. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on ~~November 18, 2016)~~October 12, 2021).
~~10.23~~ 10.15		Registration Rights Agreement, dated as of February 2, 2017, by and between Farmland ~~Partneres~~Partners Inc. and each of the holders named therein. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 2017).
~~10.24~~ 10.16		Amended and Restated Sub-Advisory Agreement, by and among American Farmland Company, American Farmland Company L.P., American Farmland Advisor LLC and Prudential Mortgage Capital Company, LLC. (Incorporated by reference to Exhibit 10.7 to American Farmland Company’s Registration Statement on Form S-11 (File No. 333-205260) filed on June 26, 2015)
~~10.25~~		Loan Agreement, dated as of December 5, 2013, by and between American Farmland Company L.P. and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.28 to American Farmland Company’s Annual Report on Form 10-K filed on March 30, 2016)
~~10.26~~		Loan Agreement, dated as of January 14, 2015, by and between American Farmland Company L.P. and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.29 to American Farmland Company’s Annual Report on Form 10-K filed on March 30, 2016)
~~10.27~~		Loan Agreement, dated as of August 18, 2015, by and between American Farmland Company L.P. and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.30 to American Farmland Company’s Annual Report on Form 10-K filed on March 30, 2016)
~~10.28~~		Loan Agreement, dated as of December 22, 2015, by and between American Farmland Company L.P. and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.1 to American Farmland Company’s Current Report on Form 8-K filed on December 29, 2015)

~~Table of Contents~~

~~10.29~~		Amendment to Loan Agreements, dated as of December 22, 2015, by and between American Farmland Company L.P. and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.2 to American Farmland Company’s Current Report on Form 8-K filed on December 29, 2015)
~~10.30~~		Second Amendment to Loan Agreements, dated as of February 3, 2017, by and between American Farmland Company L.P. and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 3, 2017)
~~10.31~~		Guaranty, dated as of February 3, 2017, by and between Farmland Partners Inc. and Ruledge Investment Company. (Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on February 3, 2017)
~~10.32~~		Guaranty, dated as of February 3, 2017, by and between Farmland Partners Operating Partnership, LP and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 3, 2017)
~~10.33~~		Loan Agreement, dated as of February 3, 2017, by and between American Farmland Company L.P and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on February 3, 2017)
~~10.34~~		Guaranty, dated as of February 3, 2017, by and between Farmland Partners Inc. and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on February 3, 2017)
~~10.35~~		Guaranty, dated as of February 3, 2017, by and between Farmland Partners Operating Partnership, LP and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on February 3, 2017)
~~10.36~~		Termination Agreement, dated as of February 18, 2017, by and between Farmland Partners Inc., PGIM Real Estate Finance, LLC and Capital Agricultural Property Services, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2017)
~~10.37~~		~~Second Amended and Restated Farmland Partners Inc. 2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on May 4, 2017)~~
~~10.38~~		Amendment No. 2 to the Second Amended and Restated Partnership Agreement of Farmland Partners Operating Partnership, LP (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 16, 2017).
~~10.39~~ 10.17		Amendment No. 3 to the Second Amended and Restated Partnership Agreement of Farmland Partners Operating Partnership, LP (Incorporated by reference to Exhibit 10.1 the Company’s Quarterly Report on Form 10-Q filed November 12, 2019).
10.18		Lease Agreement, dated November 17, 2017, by and between Arnold (CA) LLC and Olam Farming, Inc. (Incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed March 15, 2019).
10.19		Master Real Estate Purchase Agreement, dated as of ~~September 22, 2017,~~January 20, 2021, by and between Farmland Partners Operating Partnership, LP and each of the sellers set forth on Attachment A and Promised Land Opportunity Zone Farms I, LLC. (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed March 19, 2021).
10.20		Loan Agreement, dated as of October 29, 2020, by and between FPI Carolinas LLC, FPI Colorado LLC, Cottonwood Valley Land LLC, PH Farms LLC, FPI Ironwood LLC and FPI Properties LLC and Metropolitan Life Insurance Company. (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed March 19, 2021).
10.21		Amended, Restated and Consolidated Loan Agreement, dated as of February 18, 2022, by and between, Farmland Partners Inc., Farmland Partners Operating Partnership, LP, American Farmland Company L.P., and ~~Olam International~~Rutledge Investment Company. (Incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K filed on February 28, 2022).
10.22		Amended and Restated Guaranty Agreement, dated as of February 18, 2022, by and between Farmland Partners Inc. and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K filed on February 28, 2022).
10.23		Amended and Restated Guaranty Agreement, dated as of February 18, 2022, by and between Farmland Partners Operating Partnership, LP and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K filed on February 28, 2022).
10.24		Consolidation of Notes and Modification and Extension Agreement, dated as of February 18, 2022, by and between American Farmland Company L.P. and Rutledge Investment Company. (Incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K filed on February 28, 2022).
10.25		Loan Agreement, dated as of October 13, 2022, by and between FPI Illinois I LLC, PH Farms LLC and Brighthouse Life Insurance Company. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 14, 2022).
10.26		Guaranty, dated as of October 13, 2022, by Farmland Partners Inc. in favor of Brighthouse Life Insurance Company. (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 14, 2022).
10.27		Guaranty, dated as of October 13, 2022, by Farmland Partners Operating Partnership, L.P. in favor of Brighthouse Life Insurance Company. (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on October 14, 2022).
10.28		Second Amended and Restated Bond Purchase Agreement, dated as of December 22, 2022, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Farmer Mac Mortgage Securities Corporation and Federal Agricultural Mortgage Corporation. (Incorporated by reference to Exhibit 10.1 to the Company’s ~~Quarterly~~Current Report on Form ~~10-Q~~8-K filed on ~~November 9, 2017)~~December 23, 2022).
10.29		Guaranty Agreement, dated as of December 22, 2022, by and among Farmland Partners Inc. Farmer Mac Mortgage Securities Corporation and Federal Agricultural Mortgage Corporation. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 23, 2022).

Table of Contents

~~10.40~~

10.30	†	Letter Agreement, dated December 30, 2022, by and between Farmland Partners Inc., Farmland Partners Operating Partnership, LP, FPI Agribusiness, Inc. and Murray R. Wise. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 5, 2023).
21.1	*	~~Lease Agreement, dated November 30, 2017, by and between Arnold (CA) LLC and Olam Farming, Inc.~~List of subsidiaries.
21.1*23.1	*	~~List of subsidiaries.~~
23.1*		Consent of ~~PricewaterhouseCoopers, LLP.~~Plante & Moran, PLLC.
31.1*31.1	*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*31.2	*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*32.1	*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~101.INS~~97.1	*	XBRL Instance Document*Farmland Partners Inc. Compensation Recoupment Policy.
~~101.SCH~~101	*	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, were formatted in Inline XBRL Taxonomy Extension Schema*(Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
~~101.CAL~~104	*	Cover Page Interactive Data File – the cover page XBRL Taxonomy Extension Calculation Linkbase*
~~101.DEF~~		XBRL Taxonomy Extension Definition Linkbase*
~~101.LAB~~		XBRL Taxonomy Extension Label Linkbase*
~~101.PRE~~		XBRL Taxonomy Extension Presentation Linkbase*tags are embedded within the Inline XBRL.

* Filed herewith

†	Management contract or compensatory plan or arrangement.

** The Company has omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC.

~~† Management contract or compensatory plan or arrangement.~~

Table of Contents

SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FARMLAND PARTNERS INC.


Date: ~~March 2, 2018~~February 29, 2024	~~FARMLAND PARTNERS INC.~~

	~~By:~~	/s/ ~~Paul A. Pittman~~LUCA FABBRI
		~~Paul A. Pittman~~Luca Fabbri
		~~Executive Chairman~~President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date
~~Signature~~	~~Title~~	~~Date~~
/s/ Luca Fabbri	President and Chief Executive Officer (principal executive officer)	February 29, 2024
Luca Fabbri

/s/ James Gilligan	Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)	February 29, 2024
James Gilligan

/s/ Paul A. Pittman	Executive Chairman ~~and Chief Executive Officer (Principal Executive Officer)~~	~~March 2, 2018~~February 29, 2024
Paul A. Pittman

~~/s/ Luca Fabbri~~	~~Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)~~	~~March 2, 2018~~
~~Luca Fabbri~~

~~/s/ Jay Bartels~~	~~Director~~	~~March 2, 2018~~
~~Jay Bartels~~

/s/ Chris A. Downey	Director	~~March 2, 2018~~February 29, 2024
Chris A. Downey

~~/s/ Thomas S.T. Gimbel~~	~~Director~~	~~March 2, 2018~~
~~Thomas S.T. Gimbel~~

/s/ Joseph W. Glauber	Director	~~March 2, 2018~~February 29, 2024
Joseph W. Glauber

/s/ John A. Good	Director	~~March 2, 2018~~February 29, 2024
John A. Good

/s/ Jennifer S. Grafton	Director	February 29, 2024
Jennifer S. Grafton

/s/ Danny D. Moore	Director	February 29, 2024
Danny D. Moore

Table of Contents

Farmland Partners Inc.

FORM 10-K FOR THE YEAR ENDED

December 31, ~~2017~~2023

TABLE OF CONTENTS

		Page

Item 8.	Financial Statements.

	Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm	F-1
	Balance Sheets as of December 31, ~~2017~~2023 and ~~2016~~2022	~~F-2~~F-3
	Statements of Operations for the years ended December 31, ~~2017, 2016~~2023 and ~~2015~~2022	~~F-3~~F-4
	Statements of Comprehensive Income for the years ended December 31, 2023 and 2022	F-5
	Statements of Equity for the years ended December 31, ~~2017, 2016~~2023 and ~~2015~~2022	~~F-4~~F-6
	Statements of Cash Flows for the years ended December 31, ~~2017, 2016~~2023 and ~~2015~~	~~F-5~~
	~~Notes to Consolidated Financial Statements~~2022	F-7
	Notes to Consolidated Financial Statements	F-9
	Schedule III – Real Estate and Accumulated Depreciation as of December 31, ~~2017~~2023	~~F-39~~


		F-37

Note: All other schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements or notes thereto.

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors ~~and Stockholders~~ of Farmland Partners Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Farmland Partners Inc. ~~and its subsidiaries~~(the “Company”) as of December 31, ~~2017~~2023 and ~~2016, and~~2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the ~~three~~ years in the two-year period ended December 31, ~~2017, including~~2023, and the related notes and ~~financial statement~~ schedule ~~listed in the accompanying index~~ (collectively referred to as the ~~“consolidated financial~~“financial statements”). In our opinion, the ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2023 and ~~2016,~~2022, and the results of ~~their~~its operations and ~~their~~its cash flows for each of the ~~three~~ years in the two-year period ended December 31, ~~2017~~2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

~~These consolidated~~The Company's management is responsible for these financial ~~statements are the responsibility of the Company’s management.~~statements. Our responsibility is to express an opinion on the Company’s ~~consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits ~~of these consolidated financial statements~~ in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill and Tradename – Refer to Note 1 to the financial statements

Critical Audit Matter Description

As discussed in Note 1 to the consolidated financial statements, goodwill and tradename are indefinite lived assets tested at least annually for impairment. Goodwill and tradename have balances of $2.7 million and $1.8 million, respectively, at December 31, 2023. For goodwill, management compares the estimated fair value of

F-1

Table of Contents

the reporting unit to its carrying value. The fair value of the reporting unit is calculated using the expected present value of future cash flows method and includes significant assumptions such as future cash flows, discount rates and future capital requirements. Management evaluates the acquired tradename for impairment by comparing the fair value of the asset to its carrying value. The fair value of the tradename is determined using the expected present value of future cash flows method and includes significant assumptions such as future cash flows, discount rates and royalty rate. We identified the evaluation of goodwill and tradename for impairment as a critical audit matter because of the significant estimates and assumptions used by management in determining their fair value which required a high degree of auditor judgment and the need to involve our fair value specialists in our audit procedures to evaluate these significant estimates and assumptions.

How the Critical Audit Matter was Addressed in the Audit

Addressing these matters involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others,

●

Obtaining an understanding of accounting and control procedures over management's process for estimating the fair value of the reporting unit and the fair value of the indefinite-lived tradename.

●

Evaluating management’s process for developing the fair value of the reporting unit and tradename, including the appropriateness of the valuation methodology, testing the completeness, accuracy, and relevance of underlying data used in the calculation, and testing the reasonableness of significant assumptions, including the discount rate and expected future net cash flows.

●

Evaluating the reasonableness of the expected future net cash flows involved considering whether assumptions for future cash flows and margins were reasonable and consistent with the current performance of the reporting unit, with operating trends, the original third-party valuation, and internal accounting records.

●

Using professionals with specialized skill and knowledge to assist in evaluating the reasonableness of significant assumptions, including the discount rate and, for the tradename, the royalty rate, by comparing them against discount rate and royalty rate ranges that were independently developed using publicly available market data for comparable companies, performing independent calculations of the weighted-average cost of capital and performing sensitivity analyses of these significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in these assumptions.

●

Evaluating the Company's disclosures related to the goodwill and indefinite lived intangibles accounting policy.

/s/ ~~PricewaterhouseCoopers LLP~~Plante & Moran, PLLC

~~Denver, Colorado~~

~~March 2, 2018~~

We have served as the ~~Company's~~Company’s auditor since ~~2013.~~2018.

Denver, Colorado

February 29, 2024

~~F-1~~F-2

Table of Contents

Farmland Partners Inc.

Consolidated Balance Sheets

($ in thousands, except par value and share data)

December 31,

2017

2016

ASSETS

Land, at cost

$
947,899

$
551,392

Grain facilities

11,463

6,856

Groundwater

12,107

11,933

Irrigation improvements

51,678

15,988

Drainage improvements

9,964

4,757

Permanent plantings

52,870

1,845

Other

8,245

2,901

Construction in progress

8,137

1,615

Real estate, at cost

1,102,363

597,287

Less accumulated depreciation

(10,285)

(3,224)

Total real estate, net

1,092,078

594,063

Deposits

239

5,721

Cash

53,536

47,166

Notes and interest receivable, net

9,760

2,843

Deferred offering costs

292

216

Deferred financing fees, net

348

—

Accounts receivable, net (See Note 1)

6,650

4,181

Inventory

126

283

Prepaid and other assets

3,057

1,056

TOTAL ASSETS

$
1,166,086

$
655,529

LIABILITIES AND EQUITY

LIABILITIES

Mortgage notes, lines of credit and bonds payable, net

$
514,071

$
308,779

Dividends and distributions payable

4,847

2,938

Accrued interest

3,193

1,538

Accrued property taxes

1,584

1,225

Deferred revenue (See Note 2)

3,907

982

Accrued expenses

2,800

4,558

Total liabilities

530,402

320,020

Commitments and contingencies (See Note 8)

Series B Participating Preferred Stock, $0.01 par value, 100,000,000 shares authorized; 6,037,500 shares issued and outstanding at December 31, 2017, and 0 shares issued and outstanding at December 31, 2016

144,223

—

Redeemable non-controlling interest in operating partnership, Series A preferred units

120,510

119,915

EQUITY

Common stock, $0.01 par value, 500,000,000 shares authorized; 33,334,849 shares issued and outstanding at December 31, 2017, and 17,351,446 shares issued and outstanding at December 31, 2016

329

172

Additional paid in capital

350,147

172,100

Retained earnings

5,161

4,103

Cumulative dividends

(31,199)

(14,473)

Non-controlling interests in operating partnership

46,513

53,692

Total equity

370,951

215,594

TOTAL LIABILITIES, SERIES B PARTICIPATING PREFERRED STOCK, REDEEMABLE NON-CONTROLLING INTEREST IN OPERATING PARTNERSHIP AND EQUITY

$
1,166,086

$
655,529


	December 31,		December 31,
	2023		2022
ASSETS
Land, at cost	$	869,848	$	980,521
Grain facilities		12,222		11,349
Groundwater		11,472		17,682
Irrigation improvements		41,988		50,097
Drainage improvements		10,315		12,543
Permanent plantings		39,620		50,394
Other		4,696		6,967
Construction in progress		4,453		14,810
Real estate, at cost		994,614		1,144,363
Less accumulated depreciation		(33,083)		(38,447)
Total real estate, net		961,531		1,105,916
Deposits		426		148
Cash and cash equivalents		5,489		7,654
Assets held for sale		28		33
Loans and financing receivables, net		31,020		21,921
Right of use asset		399		325
Deferred offering costs		—		63
Accounts receivable, net		7,743		7,055
Derivative asset		1,707		2,084
Inventory		2,335		2,808
Equity method investments		4,136		4,185
Intangible assets, net		2,035		2,055
Goodwill		2,706		2,706
Prepaid and other assets		2,447		3,196
TOTAL ASSETS	$	1,022,002	$	1,160,149

LIABILITIES AND EQUITY
LIABILITIES
Mortgage notes and bonds payable, net	$	360,859	$	436,875
Lease liability		399		325
Dividends payable		13,286		3,333
Accrued interest		4,747		4,135
Accrued property taxes		1,898		2,008
Deferred revenue		2,149		44
Accrued expenses		7,854		9,215
Total liabilities		391,192		455,935

Commitments and contingencies (See Note 8)

Redeemable non-controlling interest in operating partnership, Series A preferred units		101,970		110,210

EQUITY
Common stock, $0.01 par value, 500,000,000 shares authorized; 48,002,716 shares issued and outstanding at December 31, 2023, and 54,318,312 shares issued and outstanding at December 31, 2022		466		531
Additional paid in capital		577,253		647,346
Retained earnings		31,411		3,567
Cumulative dividends		(95,939)		(73,964)
Other comprehensive income		2,691		3,306
Non-controlling interests in operating partnership		12,958		13,218
Total equity		528,840		594,004

TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS IN OPERATING PARTNERSHIP AND EQUITY	$	1,022,002	$	1,160,149

See accompanying notes.

~~F-2~~F-3

Table of Contents

Farmland Partners Inc.

Consolidated Statements of ~~Operations~~Operations

(in thousands, except per share amounts)

For the Years Ended December 31,


2017

2016

2015
OPERATING REVENUES

Rental income

$
42,956

$
29,668

$
13,548
Tenant reimbursements

1,909

263

135
Crop sales

799

846

—
Other revenue

555

224

73
Total operating revenues

46,219

31,001

13,756

OPERATING EXPENSES

Depreciation, depletion and amortization

7,792

1,554

893
Property operating expenses

5,897

2,379

1,104
Acquisition and due diligence costs

930

2,521

260
General and administrative expenses

7,258

7,023

4,192
Legal and accounting

1,453

1,447

1,090
Other operating expenses

361

445

—
Total operating expenses

23,691

15,369

7,539
OPERATING INCOME

22,528

15,632

6,217

OTHER (INCOME) EXPENSE:

Other income

(391)

(337)

(98)
Loss on disposition of assets

200

—

—
Interest expense

13,561

9,959

4,616
Total other expense

13,370

9,622

4,518

Net income before income tax expense

9,158

6,010

1,699

Income tax expense

—

11

10

NET INCOME

9,158

5,999

1,689

Net (income) attributable to non-controlling interest in operating partnership

(1,244)

(1,761)

(360)
Net loss (income) attributable to redeemable non-controlling interest in operating partnership

—

64

(102)

Net income attributable to the Company

$
7,914

$
4,302

$
1,227

Nonforfeitable distributions allocated to unvested restricted shares

(151)

(96)

(80)
Distributions on redeemable non-controlling interests in operating partnership, Common units

—

(113)

(338)
Distributions on redeemable non-controlling interests in operating partnership, Series A preferred units and dividends on Series B Participating Preferred Stock

(6,856)

(2,915)

—

Net income available to common stockholders of Farmland Partners Inc.

$
907

$
1,178

$
809

Basic and diluted per common share data:

Basic net income available to common stockholders

$
0.03

$
0.09

0.08
Diluted net income available to common stockholders

$
0.03

$
0.09

0.08
Basic weighted average common shares outstanding

31,210

13,204

9,619
Diluted weighted average common shares outstanding

31,210

13,204

9,629


	For the Years Ended
	December 31,
	2023		2022
OPERATING REVENUES:
Rental income	$	49,185	$	48,879
Crop sales		2,257		5,372
Other revenue		6,024		6,959
Total operating revenues		57,466		61,210

OPERATING EXPENSES
Depreciation, depletion and amortization		7,499		6,960
Property operating expenses		8,660		8,190
Cost of goods sold		4,754		5,966
Acquisition and due diligence costs		17		111
General and administrative expenses		11,274		12,005
Legal and accounting		1,279		2,874
Impairment of assets		5,840		—
Other operating expenses		144		130
Total operating expenses		39,467		36,236

OTHER (INCOME) EXPENSE:
Other (income)		(39)		(663)
(Income) from equity method investment		(1)		(52)
(Gain) on disposition of assets, net		(36,133)		(2,641)
Interest expense		22,657		16,143
Total other expense		(13,516)		12,787

Net income before income tax (benefit) expense		31,515		12,187

Income tax (benefit) expense		(166)		227

NET INCOME		31,681		11,960

Net (income) attributable to non-controlling interests in operating partnership		(768)		(286)

Net income attributable to the Company		30,913		11,674

Nonforfeitable distributions allocated to unvested restricted shares		(157)		(63)
Distributions on Series A Preferred Units		(2,970)		(3,210)

Net income available to common stockholders of Farmland Partners Inc.	$	27,786	$	8,401

Basic and diluted per common share data:
Basic net income available to common stockholders	$	0.55	$	0.16
Diluted net income available to common stockholders	$	0.53	$	0.16
Basic weighted average common shares outstanding		50,243		50,953
Diluted weighted average common shares outstanding		58,292		50,953
Dividends declared per common share	$	0.24	$	0.23

See accompanying notes.

~~F-3~~F-4

Table of Contents

Farmland Partners Inc.

Consolidated Statements of ~~Equity~~Comprehensive Income

(in ~~thousands, except par value)~~thousands)

Stockholders’ Equity

Common Stock

Non-controlling






Additional

Retained



Interest in


Paid-in

Earnings

Cumulative

Operating

Total


Shares

Par Value

Capital

(Deficit)

Dividends

Partnership

Equity
Balance at December 31, 2014

7,731

75

68,981

(568)

(2,130)

17,169

83,527

Net income

—

—

—

1,227

—

360

1,587
Proceeds from underwritten public offering, net of offering costs of $526 and underwriting discount of $1,848

3,360

34

34,553

—

—

—

34,587
Repurchase and cancellation of shares

(2)

—

(21)

—

—

—

(21)
Grant of unvested restricted stock

9

—

—

—

—

—

—
Forfeiture of unvested restricted stock

(8)

—

(16)

—

—

—

(16)
Stock based compensation

—

—

957

—

—

—

957
Dividends and distributions accrued or paid

—

—

—

—

(5,058)

(1,485)

(6,543)
Issuance of stock as consideration in real estate acquisitions

888

9

9,747

—

—

—

9,756
Issuance of Common units as consideration in real estate acquisitions

—

—

—

—

—

14,936

14,936
Adjustment to arrive at redemption value of redeemable non-controlling interest in Operating Partnership

—

—

(236)

—

—

—

(236)
Adjustment to non-controlling interest resulting from changes in ownership of the Operating Partnership

—

—

818

—

—

(818)

—
Balance at December 31, 2015

11,978

118

114,783

659

(7,188)

30,162

138,534

Net income

—

—

—

4,302

—

1,761

6,063
Proceeds from underwritten public offering, net of offering costs of $450 and underwriting discount of $1,569

3,100

31

32,823

—

—

—

32,854
Issuance of stock under the at-the-market offering, net of costs of $144

995

11

10,955

—

—

—

10,966
Grant of unvested restricted stock

119

—

—

—

—

—

—
Forfeiture of unvested restricted stock

(5)

—

(3)

—

—

—

(3)
Stock based compensation

—

—

1,228

—

—

—

1,228
Dividends and distributions accrued or paid

—

—

(2,057)

(858)

(7,285)

(2,958)

(13,158)
Issuance of Common units as partial consideration for asset acquisition

—

—

—

—

—

29,592

29,592
Conversion of Common units to shares of common stock

1,164

12

10,946

—

—

(10,958)

—
Conversion of redeemable units to Common units

—

—

—

—

—

9,518

9,518
Adjustment to non-controlling interest resulting from changes in ownership of the Operating Partnership

—

—

3,425

—

—

(3,425)

—
Balance at December 31, 2016

17,351

172

172,100

4,103

(14,473)

53,692

215,594

Net income

—

—

—

7,914

—

1,244

9,158
Grant of unvested restricted stock

205

—

—

—

—

—

—
Costs incurred related to offerings

—

—

(120)

—

—

—

(120)
Conversion of Common units to shares of common stock

2,092

21

20,620

—

—

(20,641)

—
Stock based compensation

—

—

1,409

—

—

—

1,409
Dividends and distributions accrued or paid

—

—

—

(6,856)

(16,726)

(3,000)

(26,582)
Issuance of common stock as partial consideration for asset acquisition and business combination

14,815

148

168,835

—

—

—

168,983
Issuance of Common units as partial consideration for business combination

—

—

—

—

—

2,493

2,493
Issuance of Common units as partial consideration for asset acquisitions

—

—

—

—

—

10,033

10,033
Repurchase and cancellation of shares

(1,120)

(11)

(9,989)

—

—

—

(10,000)
Forfeiture of unvested restricted stock

(9)

(1)

(16)

—

—

—

(17)
Adjustment to non-controlling interest resulting from changes in ownership of the Operating Partnership

—

—

(2,692)

—

—

2,692

—
Balance at December 31, 2017

33,334

$
329

$
350,147

$
5,161

$
(31,199)

$
46,513

$
370,951


	For the Years Ended
	December 31,
	2023		2022
Net income	$	31,681	$	11,960
Amortization of other comprehensive income		198		594
Net change associated with current period hedging activities		(813)		2,433
Comprehensive income		31,066		14,987
Comprehensive (loss) attributable to non-controlling interests		(768)		(286)
Net income attributable to Farmland Partners Inc.	$	30,298	$	14,701

See accompanying notes.

~~F-4~~F-5

Table of Contents

Farmland Partners Inc.

Consolidated Statements of Equity

(in thousands)


	Stockholders’ Equity											Non-controlling
	Common Stock									Other		Interests in
				Paid in		Retained		Cumulative		Comprehensive		Operating		Total
	Shares	Par Value		Capital		Earnings (Deficit)		Dividends		Income		Partnership		Equity
Balance at December 31, 2021	45,474	$	444	$	524,183	$	(4,739)	$	(61,853)	$	279	$	13,762	$	472,076
Net income	—		—		—		11,674		—		—		286		11,960
Issuance of stock	8,599		86		121,289		—		—		—		—		121,375
Grant of unvested restricted stock	150		—		—		—		—		—		—		—
Forfeiture of unvested restricted stock	(10)		—		—		—		—		—		—		—
Shares withheld for income taxes on vesting of equity-based compensation	(15)		—		(186)		—		—		—		—		(186)
Stock-based compensation	—		—		1,523		—		—		—		—		1,523
Dividends accrued and paid	—		—		—		(3,368)		(12,111)		—		(292)		(15,771)
Conversion of common units to shares of common stock	120		1		1,319		—		—		—		(1,320)		—
Net change associated with current period hedging transactions and amortization of other comprehensive income	—		—		—		—		—		3,027		—		3,027
Adjustments to non-controlling interests resulting from changes in ownership of operating partnership	—		—		(782)		—		—		—		782		—
Balance at December 31, 2022	54,318	$	531	$	647,346	$	3,567	$	(73,964)	$	3,306	$	13,218	$	594,004
Net income	—		—		—		30,913		—		—		768		31,681
Issuance of stock	14		—		155		—		—		—		—		155
Grant of unvested restricted stock	226		—		—		—		—		—		—		—
Forfeiture of unvested restricted stock	(1)		—		—		—		—		—		—		—
Shares withheld for income taxes on vesting of equity-based compensation	(4)		—		(43)		—		—		—		—		(43)
Stock-based compensation	—		—		1,853		—		—		—		—		1,853
Dividends accrued and paid	—		—		—		(3,069)		(21,975)		—		(546)		(25,590)
Net change associated with current period hedging transactions and amortization of other comprehensive (loss)	—		—		—		—		—		(615)		—		(615)
Repurchase and cancellation of shares	(6,550)		(65)		(72,107)		—		—		—		(433)		(72,605)
Adjustments to non-controlling interests resulting from changes in ownership of operating partnership	—		—		49		—		—		—		(49)		—
Balance at December 31, 2023	48,003	$	466	$	577,253	$	31,411	$	(95,939)	$	2,691	$	12,958	$	528,840

See accompanying notes.

F-6

Table of Contents

Farmland Partners Inc.

Consolidated Statements of Cash ~~Flows~~Flows

(in thousands)

For the Years Ended December 31,

2017

2016

2015
CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$
9,158

$
5,999

$
1,689
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion and amortization

7,792

1,554

893
Amortization of discounts/premiums on debt

227

236

155
Amortization of net origination fees related to notes receivable

(16)

(3)

(12)
Amortization of below market leases

—

(72)

(187)
Stock based compensation

1,392

1,224

942
Loss on disposition of assets

200

—

2
Bad debt expense

300

150

—
Changes in operating assets and liabilities:

(Increase) in accounts receivable

(1,105)

(3,628)

(77)
(Increase) decrease in interest receivable

(331)

(79)

8
(Increase) in other assets

(892)

(306)

(41)
Decrease (increase) in inventory

257

(34)

(249)
Increase in accrued interest payable

1,655

856

443
(Decrease) increase in accrued expenses

(15,307)

2,598

208
(Decrease) increase in deferred revenue

(2,164)

(3,829)

3,446
(Decrease) Increase in accrued property taxes

(237)

375

475
Net cash provided by operating activities

929

5,041

7,695

CASH FLOWS FROM INVESTING ACTIVITIES

Real estate acquisitions

(206,166)

(131,776)

(109,309)
Real estate improvements

(21,576)

(5,670)

(7,574)
Principal receipts on notes receivable

—

50

—
Issuance of notes receivable

(6,570)

—

(2,830)
Origination fees on notes receivable

—

—

50
Casualty loss insurance recovery

205

—

—
Payment of direct costs related to note receivable

—

—

(27)
Net cash used in investing activities

(234,107)

(137,396)

(119,690)

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings from mortgage notes payable

212,190

207,387

82,475
Repayments on mortgage notes payable

(81,219)

(84,750)

(9,128)
Common stock repurchased

(10,000)

—

(21)
Proceeds from underwritten public offering

—

33,276

35,112
Proceeds from issuance of Series B participating preferred stock

144,523

—

—
Proceeds from ATM offering

—

11,110

—
Payment of offering costs

(573)

(423)

(781)
Payment of debt issuance costs

(1,293)

(1,116)

(239)
Dividends on common stock

(14,688)

(6,600)

(4,428)
Dividends on Series A preferred units

(2,915)

—

—
Dividends on Series B participating preferred stock

(3,346)

—

—
Refund of outstanding debt

—

—

300
Distributions to non-controlling interest in operating partnership

(3,131)

(2,877)

(1,517)
Net cash provided by financing activities

239,548

156,007

101,773

NET INCREASE (DECREASE) IN CASH

6,370

23,652

(10,222)
CASH, BEGINNING OF PERIOD

47,166

23,514

33,736
CASH, END OF PERIOD

$
53,536

$
47,166

$
23,514

Cash paid during period for interest

$
11,827

$
8,865

$
4,020
Cash paid during period for taxes

$
—

$
—

$
10


	For the Years Ended
	December 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	31,681	$	11,960
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation, depletion and amortization		7,499		6,960
Amortization of deferred financing fees and discounts/premiums on debt		689		378
Amortization of net origination fees related to notes receivable		(19)		(37)
Stock-based compensation		1,853		1,523
Stock-based incentive		—		417
(Gain) on disposition of assets, net		(36,133)		(2,641)
(Income) from equity method investment		(1)		(52)
Bad debt expense		15		24
Current and expected credit losses		76		92
Impairment of assets		5,840		—
Amortization of dedesignated interest rate swap		198		449
Loss on early extinguishment of debt		—		162
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable		865		(2,335)
(Increase) Decrease in interest receivable		(63)		(119)
(Increase) Decrease in other assets		112		(139)
(Increase) Decrease in inventory		473		251
Increase (Decrease) in accrued interest		611		1,383
Increase (Decrease) in accrued expenses		(1,509)		(1,533)
Increase (Decrease) in deferred revenue		564		56
Increase (Decrease) in accrued property taxes		136		252
Net cash and cash equivalents provided by operating activities		12,887		17,051

CASH FLOWS FROM INVESTING ACTIVITIES
Real estate acquisitions		(22,157)		(54,436)
Real estate and other improvements		(5,826)		(4,246)
Acquisition of non-real estate assets		—		(75)
Investment in equity method investees		—		(705)
Distributions from equity method investees		50		—
Collections of principal on loans		2,707		2,786
Origination fees on notes receivable		—		60
Issuance of loans and financing receivables		(11,800)		(20,781)
Proceeds from sale of property		195,487		16,999
Net cash and cash equivalents provided by (used in) investing activities		158,461		(60,398)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from mortgage notes payable		79,501		223,000
Repayments on mortgage notes payable		(155,894)		(296,941)
Proceeds from ATM offering		—		121,315
Issuance of stock		155		59
Common stock repurchased		(72,173)		—
Payment of debt issuance costs		(312)		(1,047)
Payment of swap fees		(437)		(291)
Redemption of Series A preferred units		(8,100)		(10,158)
Redemption of common units		(432)		—
Dividends on common stock		(12,273)		(11,126)
Shares withheld for income taxes on vesting of equity-based compensation		(43)		(186)
Distributions on Series A preferred units		(3,210)		(3,510)
Distributions to non-controlling interests in operating partnership, common		(295)		(285)
Net cash and cash equivalents provided by (used in) financing activities		(173,513)		20,830

Net (decrease) in cash and cash equivalents		(2,165)		(22,517)
Cash and cash equivalents, beginning of period		7,654		30,171
Cash and cash equivalents, end of period	$	5,489	$	7,654

Cash paid during period for interest	$	22,450	$	—
Cash paid during period for taxes	$	—	$	—

~~F-5~~F-7

Table of Contents

Farmland Partners Inc.

Consolidated Statements of Cash Flows (continued)

(in thousands)

For the Years Ended December 31,

2017

2016

2015
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Dividends payable, common stock

$
4,243

$
2,212

$
2,060
Distributions payable, Common units

$
604

$
726

$
—
Distibutions payable, Series A preferred units

$
3,510

$
2,915

$
—
Deferred offering costs amortized through equity in the period

$
420

$
565

$
—
Additions to real estate improvements included in accrued expenses

$
1,375

$
956

$
429
Issuance of equity and contributions from redeemable non-controlling interests and non-controlling interest in operating partnership in conjunction with acquisitions

$
181,509

$
146,592

$
34,388
Below market lease acquisitions

$
—

$
29

$
230
Other assets acquired in business combination and asset acquisitions

$
1,759

$
—

$
110
Accounts receivable acquired in acquisitions

$
896

$
—

$
107
Property tax liability assumed in acquisitions

$
596

$
86

$
48
Deferred financing costs included in accrued expenses

$
16

$
54

$
3
Offering costs included in accrued expenses

$
13

$
90

$
—


	For the Years Ended
	December 31,
	2023		2022
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Dividend payable, common stock	$	12,961	$	3,259
Dividend payable, common units	$	325	$	74
Distributions payable, Series A preferred units	$	2,970	$	3,210
Deferred net gain from seller-financed dispositions	$	2,107	$	—
Additions to real estate improvements included in accrued expenses	$	275	$	853
Swap fees payable included in accrued interest	$	146	$	146
Prepaid property tax liability acquired in acquisitions	$	10	$	63
Deferred offering costs amortized through equity in the period	$	—	$	118
Right-of-use assets obtained in exchange for new operating lease liabilities	$	396	$	325
Non-cash conversion of notes receivable to real estate	$	—	$	2,135

See accompanying notes.

~~F-6~~F-8

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements

Note 1–1—Organization and Significant Accounting Policies

Organization

Farmland Partners Inc. (“FPI”), collectively with its subsidiaries, ~~(the “Company”),~~ is an internally managed real estate company that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America. ~~The Company~~FPI was incorporated in Maryland on September 27, 2013. ~~The Company~~FPI elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended December 31, 2014.

FPI is the sole member of the sole general partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013. ~~As of December 31, 2017, the Company owned a portfolio of approximately 160,074 acres which are consolidated in these financial statements.~~ All of ~~the Company’s~~FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of December 31, ~~2017, the Company~~2023, FPI owned ~~an 87.6%~~a 97.6% interest in the Operating ~~Partnership (see~~Partnership. See “Note 9—Stockholders’ Equity and Non-controlling Interests” for additional discussion regarding Class A Common units of limited partnership interest in the Operating Partnership (“Common units”), and Series A preferred units of limited partnership interest in the Operating Partnership (“Series A preferred units”) ~~and Series B participating preferred units of limited partnership interest in the Operating Partnership (“Series B participating preferred units”))~~. Unlike holders of ~~the Company’s~~FPI’s common stock, par value $0.01 per share (“common stock”), holders of the Operating Partnership’s Common units and Series A preferred units generally do not have voting rights or the power to direct ~~our affairs. On August 17, 2017,~~ the ~~Company issued 6,037,500 shares~~affairs of ~~its newly designated 6.00% Series B Participating Preferred Stock, $0.01 par value per share (the “Series B Participating Preferred Stock”)~~FPI. As of December 31, 2023, the Operating Partnership owned a 9.97% equity interest in an ~~underwritten public offering. Shares of Series B Participating Preferred Stock, which represent~~unconsolidated equity ~~interests in the Company, generally have no voting rights~~method investment that holds 12 properties (see “Note 1—Organization and ~~rank senior to the Company’s common stock with respect to dividend rights~~Significant Accounting Policies—Equity Method Investments” and ~~rights upon liquidation (See~~ “Note ~~9—Stockholders’ Equity—Series B Participating Preferred Stock” for more information on the Series B Participating Preferred Stock)~~4—Related Party Transactions”).

~~The Company elected~~References to ~~be taxed as a real estate investment trust (“REIT”), under Sections 856 through 860~~the “Company,” “we,” “us,” or “our” mean collectively FPI and its consolidated subsidiaries, including the Operating Partnership.

As of ~~the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended~~ December 31, ~~2014.~~2023, the Company owned a portfolio of approximately 132,800 acres of farmland, which is consolidated in these financial statements. In addition, as of December 31, 2023, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag-Pro Ohio, LLC (“Ag Pro”) under the John Deere brand and served as property manager for approximately 38,300 acres of farmland (see “Note 6—Loans and Financing Receivables”).

On March 16, 2015, the Company formed FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), as a taxable REIT subsidiary. ~~The TRS was formed to~~We engage directly in farming, provide property management, auction, and brokerage services and volume purchasing services to our tenants through the ~~Company’s tenants and also to operate a small scale custom farming business.~~TRS. As of December 31, ~~2017,~~2023, the TRS ~~performs these custom~~performed direct farming operations on ~~716~~2,103 acres of farmland owned by the Company located in ~~Florida and~~ California.

All references to numbers and percent of acres within this report are unaudited.

~~AFCO Mergers~~

On February 2, 2017, the Company completed a merger with American Farmland Company (“AFCO”) at which time one of the Company’s wholly owned subsidiaries was merged with and into American Farmland Company L.P. (“AFCO OP”) with AFCO OP surviving as a wholly owned subsidiary of the Operating Partnership (the “Partnership Merger”), and AFCO merged with and into another one of our wholly owned subsidiaries with such wholly owned subsidiary surviving (the “Company Merger” and together with the Partnership Merger, the “AFCO Mergers”).

At the effective time of the Company Merger, each share of common stock of AFCO, par value $0.01 per share (“AFCO Common Stock”), issued and outstanding immediately prior to the effective time of the Company Merger (other than any shares of AFCO Common Stock owned by any wholly owned subsidiary of AFCO or by the Company or the Operating Partnership or any wholly owned subsidiary of the Company or the Operating Partnership), was automatically converted into the right to receive, subject to certain adjustments, 0.7417 shares of the Company’s common stock (the “Company Merger Consideration”). In addition, in connection with the Company Merger, each outstanding AFCO restricted stock unit that had become fully earned and vested in accordance with its terms was, at the effective time of the Company Merger, converted into the right to receive the Company Merger Consideration. The Company issued

~~F-7~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

14,763,604 shares of its common stock as consideration in the Company Merger, 17,373 shares of its common stock in respect of fully earned and vested AFCO restricted stock units, and 218,535 Common units in connection with the Partnership Merger at a share price of $11.41 per share on the date of the merger for a total consideration of $171.1 million, net of $75.0 million in assumed debt.

Principles of Combination and Consolidation

The accompanying consolidated financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ~~("GAAP"~~(“GAAP”) and include the accounts of ~~the Company~~FPI and the Operating Partnership. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the presentation used in the current year. Such reclassifications had no effect on net income or total equity.

The Company’s financial condition as of December 31, 2017 and 2016, and the results of operations for the years ended December 31, 2017, 2016 and 2015, reflect the financial condition and results of operations of the Company.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those ~~estimates.~~estimates for a variety of reasons, including, without limitation, the impacts of public health crises, the war in Ukraine, substantially higher prices for oil and gas and substantially increased interest rates, and their effects on the domestic and global economies. We are unable to quantify the ultimate impact of these factors on our business.

F-9

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Real Estate Acquisitions

When the Company acquires farmland where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or a group of similar identifiable assets, it is not considered a business. As such, the Company accounts for these types of acquisitions as asset acquisitions. When substantially all of the fair value of the gross assets acquired is not concentrated in a single identifiable asset, or a group of similar assets, and contains acquired inputs and processes ~~and~~which have the ability to contribute to the creation of outputs, these acquisitions are accounted for as a business ~~combination.~~combinations.

The Company considers single identifiable assets as tangible assets that are attached to and cannot be physically removed and used separately from another tangible asset without incurring significant cost or significant diminution in utility or fair value. The Company considers similar assets as assets that have a similar nature and risk characteristics.

Whether the Company’s acquisitions are treated as an asset ~~acquisition~~acquisitions under ASC 360 or a business ~~combination~~combinations under ASC 805, the fair value of the aggregate purchase price paid in each such acquisition is allocated among the assets acquired and any liabilities assumed by valuing the property as if it ~~was~~were vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, permanent plantings and any liabilities, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.

Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements, groundwater, permanent plantings ~~(bushes,~~(trees, bushes, shrubs, vines and perennial crops), and grain facilities, and may also consist of intangible assets, including in-place leases, above market and below market leases, and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets by valuing the land as if it were unimproved. The Company values improvements, including permanent plantings and grain facilities, at replacement cost, adjusted for depreciation.

Management’s estimates of land value are ~~made using a~~determined based upon various sources including third-party appraisals, our own analysis of recently acquired or developed properties and existing comparable ~~sales analysis.~~properties in our portfolio, and other market data. Factors considered by management in its analysis of land value include soil types, ~~and~~ water availability and the ~~sales~~sale prices of comparable farms. Management’s estimates of groundwater value are made using historical information obtained regarding the applicable

~~F-8~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

aquifer. Factors considered by management in its analysis of groundwater value are related to the location of the aquifer and whether or not the aquifer is a depletable resource or a replenishing resource. If the aquifer is a replenishing resource, no value is allocated to the groundwater. The Company includes an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed.

When above or below market leases are acquired, the Company values the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases, and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on the accompanying consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases. ~~As of December 31, 2016, all below market leases had been fully amortized, with amortization totaling $0.1 million recorded in the twelve months ended December 31, 2016.~~

As of December 31, 2017 and 2016, the Company had $1.4 million and $0 million respectively, recorded for tenant relationship intangibles with total accumulated amortization and amortization expense of $0.6 million and $0.0 million, respectively. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company’s evaluation of the specific characteristics of each tenant’s lease, availability of replacement tenants, probability of lease renewal, estimated down time and ~~its~~the Company’s overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships ~~will be~~are included as an intangible asset and ~~will be~~have been amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including ~~(i)~~ above and below market leases, ~~(ii)~~ in-place lease values, and ~~(iii)~~ tenant relationships, would be recorded to revenue or expense as appropriate.

The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition. If the asset acquisition is abandoned, the capitalized asset acquisition costs ~~will be~~are expensed to acquisition and due diligence costs in the period of abandonment. Costs associated with a business combination are expensed to acquisition and due diligence costs as incurred. During

F-10

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

the years ended December 31, 2023 and 2022, the Company incurred an immaterial amount of costs related to acquisition and due diligence.

Total consideration for acquisitions may include a combination of cash and equity securities. When equity securities are issued,the Company determines the fair value of the equity securities issued based on the number of shares ~~of common stock and Common~~or units issued multiplied by the ~~stock~~ price ~~on the date of closing in the case of common stock and Common units and by liquidation preference in the case of preferred stock and preferred units.~~per share or unit.

Using information available at the time of a business combination, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. Any residual amount remaining after such allocations is allocated to goodwill. During the measurement period, which may be up to one year from the acquisition date when incomplete information exists as of the respective reporting date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition.

Real Estate Sales

The Company recognizes gains (losses) from the sales of real estate assets generally at the time the title is transferred and consideration is received.

Liquidity Policy

The Company manages its liquidity position and expected liquidity needs taking into consideration current cash balances, undrawn availability under its lines of credit ($201.1 million as of December 31, 2023), and reasonably expected cash receipts. The business model of the Company, and of real estate investment companies in general, utilizes debt as a structural source of financing. When debt becomes due, it is generally refinanced rather than repaid using the Company’s cash flow from operations. The Company has a history of being able to refinance its debt obligations prior to maturity. Furthermore, the Company also has a substantial portfolio of real estate assets that management believes could be readily liquidated if necessary to fund any immediate liquidity needs. As of December 31, 2023, we had $360.9 million of mortgage and other debt against a portfolio of real estate assets with a net book value of $961.5 million. As of December 31, 2023, we had capacity to issue up to $50.5 million of our common stock under our At-the-Market Equity Offering Program (the “ATM Program”). We also have an effective shelf registration statement with approximately $100 million of capacity, in addition to availability under the ATM Program, pursuant to which we could issue additional equity or debt securities. For more information on the ATM Program please see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Real Estate

The Company’s real estate consists of land, groundwater and improvements made to the land consisting of permanent plantings, grain facilities, irrigation improvements, drainage improvements and other improvements. The Company records real estate at cost and capitalizes improvements and replacements when they extend the useful life or improve the efficiency of the asset. Construction in progress includes the costs to build new grain storage facilities and install new pivots, drainage and wells on newly acquired farms. The Company begins depreciating assets when the asset is ready for its intended use.

~~F-9~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

The Company expenses costs of repairs and maintenance at the time such costs are incurred. The Company computes depreciation and depletion for assets classified as improvements using the straight-line method over their estimated useful lives as follows:


	Years

				Years
Grain facilities	10	-	40	10	-	40
Irrigation improvements	2	-	40	2	-	40
Drainage improvements	20	-	65	20	-	65
Groundwater	3	-	50	3	-	50
Permanent plantings	13	-	40	13	-	40
Other	5	-	40	5	-	40

The Company periodically evaluates the estimated useful lives for groundwater based on current state water regulations and depletion levels of the aquifers.

F-11

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

When a sale occurs, the Company recognizes the associated gain or loss when all consideration has been transferred, the sale has closed and there is no material continuing involvement. If a sale is expected to generate a loss, the Company first assesses it through the impairment evaluation process—see ‘‘Impairment of Real Estate Assets’’ below.

Impairment of Real Estate Assets

The Company evaluates its tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property’s operating performance, deteriorating market conditions or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, the Company projects the total undiscounted cash flows of the asset, including proceeds from disposition, and compares them to the net book value of the asset. If this evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset. There ~~have been no impairments~~was $5.8 million and $0.0 million of impairment recognized on real estate assets in the accompanying financial ~~statements.~~statements during the years ended December 31, 2023 and 2022, respectively.

Cash and Cash Equivalents

The Company’s cash and cash equivalents at December 31, ~~2017~~2023 and ~~2016~~2022 was held in the custody of ~~two and one~~five financial institutions ~~respectively,~~for both periods and the Company’s balance at any given financial institution may at times exceed federally insurable limits. We consider highly liquid investments purchased with an original maturity of three months or less, such as money market funds, to be cash equivalents. The Company monitors balances with individual financial institutions to mitigate risks relating to balances exceeding such limits.

Debt Issuance Costs

Costs incurred by the Company ~~or its predecessor~~ in obtaining debt are deducted from the face amount of mortgage notes ~~lines of credit~~ and bonds payable, net except for those costs relating to the Company’s lines of credit which are recognized as an asset within deferred financing fees, net. During the year ended December 31, ~~2017, $1.4~~2023, the Company incurred $0.3 million in ~~costs were~~connection with collateral substitution and documentation on its Metlife and Farmer Mac debt. During the year ended December 31, 2022, the Company incurred $1.0 million in connection with the ~~MetLife Term Loan 5, MetLife Term Loan 6, MetLife Term Loan 7, MetLife Term Loan 8,~~refinancing of the Rutledge ~~Credit~~debt and the establishment of the Metlife Facility and the ~~Rabobank Note (as~~Farmer Mac Facility (each as defined in “Note 7—Mortgage Notes, Lines of Credit and Bonds ~~Payable, net”~~Payable”). During the year ended December 31, 2016, $1.2 million in costs were incurred in connection with the Bridge Loan, MetLife Term Loan 1, MetLife Term Loan 2, MetLife Term Loan 3, MetLife Term Loan 4, Farm Credit Mortgage Note, Prudential Note (as defined in “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable, net”). ~~During the year ended December 31, 2016, the Company paid4.0%of the principal amount of the MSD Bridge Loan, or$2,120,000,as additional interest on issuance.~~ ~~During the year ended December 31, 2015, $0.2 million in costs were incurred in conjunction with the issuance of five bonds under the Farmer Mac Facility.~~ Debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the terms of the related indebtedness. Any unamortized amounts upon early repayment of mortgage notes payable are written off in the period in which repayment occurs. Fully amortized deferred financing fees are removed from the books upon maturity or repayment

~~F-10~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

of the underlying debt. The Company recorded amortization expense of ~~$0.3 million, $0.4~~$0.7 million and ~~$0.2~~$0.4 million for the years ended December 31, ~~2017, 2016~~2023 and ~~2015,~~2022, respectively, ~~and~~which is included in interest expense in the accompanying Consolidated Statements of Operations. The Company wrote off $0, $6,209 and $12,300 of debt issuance costs to interest expense in conjunction with the early repayment of debt during the year ended December 31, 2017, 2016 and 2015, respectively. Accumulated amortization of deferred financing fees was ~~$0.6~~$1.9 million and ~~$0.7~~$1.2 million as of December 31, ~~2017~~2023 and ~~2016,~~2022, respectively. For more information on the Company’s debt, see “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable”.

~~Notes~~Loans and ~~Interest Receivable~~Financing Receivables

~~Notes receivable~~Loans and financing receivables are stated at their unpaid principal balance and include unamortized direct origination costs, prepaid interest and accrued interest through the reporting date, less any allowance for losses and unearned borrower paid points.

~~Management determines the appropriate classification of debt securities at the time of issuance and reevaluates such designation as of each balance sheet date.~~ As of December 31, ~~2017,~~2023 and 2022, the Company has two types of loans and financing receivables: loans under the Company’s loan program (the “FPI Loan Program”) and sale-leaseback transactions accounted for as financing receivables.

Loans under the FPI Loan Program: The Company offers an agricultural lending product focused on farmers as a complement to the Company’s business of acquiring and owning farmland and leasing it to farmers. Under the FPI Loan Program, the Company makes loans to third-party farmers (both tenant and non-tenant) to provide financing for property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and for other farming and agricultural real estate related projects. As of December 31, 2023 and 2022, the Company had ~~issued~~ six and three notes outstanding, respectively, under the FPI Loan Program and ~~have~~has designated each of the notes receivable as loans. ~~Loans are stated at amortized cost, adjusted~~

F-12

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Sale-leaseback Transactions Accounted for ~~amortization of premiums~~as Financing Arrangements: In November 2022, the Company purchased land and ~~accretion of discounts~~buildings for four agriculture equipment dealerships in Ohio leased to ~~maturity computed~~Ag Pro under the ~~straight-line method,~~John Deere brand. In accordance with ASC 842, for transactions in which ~~approximates~~ the ~~effective interest method. Such amortization, including interest,~~Company enters into a contract to acquire an asset and lease it back to the seller, the Company is required to separately assess the lease classification apart from the other assets. The Company determined that the land and building components of the lease agreement with Ag Pro meet the definition of a sales-type lease and therefore, control is not considered to have transferred to the Company under GAAP. As a result, the Company does not recognize the underlying asset but instead recognizes a financial asset in accordance with ASC 310 “Receivables.” Accordingly, the transactions with Ag Pro are accounted for as financing receivables and are included in ~~other revenue within our Consolidated Statements~~loans and financing receivables, net on the accompanying consolidated balance sheets, net of ~~Operations. See “Note 6—Notes Receivable.”~~allowance for credit losses, in accordance with ASC 310.

~~Allowance for Notes and Interest Receivable~~

~~A note~~Current expected credit losses (“CECL”): Under ASC 326, the Company is required to estimate an expected lifetime credit loss. For loans under the FPI Loan Program, a loan is placed on non-accrual status when management determines, after considering economic and business conditions and collection efforts, that the ~~note~~loan is impaired or collection of interest is doubtful. The accrual of interest on the instrument ceases when there is concern that principal or interest due according to the note agreement will not be collected. Any payment received on such non-accrual ~~notes~~loans are recorded as interest income when the payment is received. The ~~note~~loan is reclassified as accrual-basis once interest and principal payments become current. The Company periodically reviews the value of the underlying collateral of farm real estate for the ~~note~~loan receivable and evaluates whether the value of the collateral continues to provide adequate security for the ~~note. Should the value of the underlying collateral become less than the outstanding principal and interest, the Company will determine whether an allowance is necessary.~~loan. Any uncollectible interest previously accrued is also charged off. As of December 31, ~~2017,~~2023 and 2022, we ~~believe~~believed the value of the underlying collateral for each of the ~~notes~~loans to be sufficient and in excess of the respective outstanding principal and accrued ~~interest. There was one note receivable that was past~~interest and no loans are currently on non-accrual status.

The Company monitors its loans and financing receivables using a CECL methodology which is based upon historical collection experience, collateral values, current trends, long-term probability of default (“PD”) and estimated loss given default (“LGD”). This approach calculates impairment by multiplying the PD (probability the asset will default within a given timeframe) by the LGD (percentage of the asset not expected to be collected due ~~at December 31, 2017, this note~~to default). The PD and LGD are estimated using average historical default rates of a company with similar credit risk factors to the Company’s tenant where practical. Accrued interest write-offs are recognized as credit loss expense. The CECL allowance is ~~secured by farmland,~~recorded as a reduction to loans and financing receivables, net on the ~~Company believes that note will be fully recoverable.~~accompanying consolidated balance sheets. The CECL allowance is updated on a quarterly basis with the resulting change being recorded in the consolidated statements of operations for the relevant period. Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received.

Deferred Offering Costs

Deferred offering costs include incremental direct costs related to regulatory, legal, accounting and professional service costs incurred by the Company in ~~conjunction~~connection with proposed or actual offerings of securities. At the completion of ~~the~~a securities offering, the deferred offering costs are charged ratably as a reduction of the gross proceeds of equity as stock is issued. If an offering is abandoned, the previously deferred offering costs will be charged to operations in the period in which the ~~abandonment occurs.~~offering is abandoned. The Company incurred ~~$0.5~~$0.0 million and ~~$0.6~~$0.1 million in offering costs during the years ended December 31, ~~2017~~2023 and ~~2016,~~2022, respectively. As of December 31, ~~2017~~2023 and ~~2016,~~2022, the Company had ~~$0.3~~$0.00 million and ~~$0.2~~$0.06 million, respectively, in deferred offering costs ~~related to regulatory, legal, accounting and professional service costs~~ associated with proposed or ~~actual~~completed offerings of ~~securities.~~securities, net of amortization, remaining on the balance sheet.

Assets Held for Sale

~~F-11~~

~~Table~~The Company determines whether certain assets meet the criteria of ~~Contents~~assets held for sale in accordance with ASC Topic 360, “Property, Plant, and Equipment.” These assets are measured at the lower of (i) the carrying value and (ii) the fair value of the assets, less costs to sell. The Company determines fair value based on the three-level valuation hierarchy for fair value measurement. Effective with the designation of the assets as held for sale, the Company suspends recording depreciation of the assets, resulting in a decrease in depreciation during the period. As of December 31, 2023, the Company had less than $0.1 million classified as held for sale within the accompanying consolidated balance sheets.

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

Accounts Receivable

Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The Company records an allowance for doubtful accounts, reducing the receivables balance to an amount that it estimates is ~~established through provisions charged against income and is maintained at a level believed adequate by management~~collectible from our customers. Estimates used in

F-13

Table of Contents

Farmland Partners Inc.

Notes to ~~absorb estimated bad debts~~Consolidated Financial Statements (continued)

determining the allowance for doubtful accounts are based on historical collection experience, current trends, aging of accounts receivable and periodic credit evaluations of the Company’s customers’ financial condition. The Company creates an allowance for accounts receivable when it becomes apparent, based upon age or customer circumstances, that an amount may not be collectible, such that all current expected losses are sufficiently reserved for at each reporting period. The Company considered its current expectations of future economic ~~conditions.~~conditions when estimating its allowance for doubtful accounts. The allowance for doubtful accounts was ~~$0.5 million and $0.4~~less than $0.1 million as of December 31, ~~2017~~2023 and ~~2016, respectively, which~~2022. An allowance for doubtful accounts is recorded on the Consolidated ~~Statement~~Statements of Operations as a reduction to rental revenue if in relation to revenues recognized in the year, or as property operating expenses if in relation to revenue recognized in the prior years.

Inventory

Inventory

~~The~~ consists of costs ofrelated to crops grown on farms directly operated by the TRS and is separated into growing crop ~~are accumulated until~~inventory, harvested crop inventory or general inventory, as appropriate. Inventory is stated in the ~~time of harvest~~consolidated balance sheets at the lower of cost or ~~market value and are included in~~net realizable value.

Growing crop inventory ~~in our consolidated balance sheets. Costs are~~consists of costs allocated to ~~growing crops based on a percentage of the total costs of production and total operating costs that are attributable to the portion of the~~ crops that ~~remain in inventory at the end of the year. Growing crop consists~~have not yet been harvested, primarily ofcosts related to land preparation, cultivation, irrigation and ~~fertilization costs incurred by FPI Agribusiness.~~fertilization. Growing crop inventory is charged to cost of products sold when the related crop is harvested and sold. The cost of harvested crops sold was $4.8 million and $6.0 million for the years ended December 31, 2023 and 2022, respectively.

Harvested crop inventory ~~includes~~consists of costs accumulated both during the growing and harvesting phases and ~~are~~allocated to harvested crops. Harvested crop inventory is stated at the lower of ~~those~~accumulated costs or ~~the~~ estimated net realizable value, which is the market price of the harvested crops, based upon the nearest market in the geographic region, less any cost of disposition. Cost of disposition includes broker’s commissions, freight and other marketing costs.

~~Other~~General inventory, such as fertilizer, seeds and pesticides, is valued at the lower of cost or ~~market.~~net realizable value.

~~Inventory~~As of December 31, 2023 and 2022, inventory consisted of the following:


	December 31,
($ in thousands)	2017		2016

(in thousands)					December 31, 2023		December 31, 2022
Harvested crop	$	126	$	283	$	246	$	—
	$	126	$	283
Growing crop						2,089		2,808
					$	2,335	$	2,808

~~Revenue Recognition~~Equity Method Investments

~~Rental income includes rents that each tenant pays~~On January 20, 2021, the Company entered into property sale and long-term management agreements with Promised Land Opportunity Zone Farms I, LLC (the “OZ Fund”), a private investment fund focused on acquiring and improving farmland in qualified opportunity zones in the United States, as designated under U.S. tax provisions enacted in 2017. As consideration for 10 farms sold to the OZ Fund in March 2021, the Company received approximately $2.4 million in convertible notes receivable, which, in addition to the accrued interest thereon, was converted into membership interests in the OZ Fund at the Company’s election in July 2021. The OZ Fund will exist until an event of dissolution occurs, as defined in the limited liability company agreement of the OZ Fund (the “Fund Agreement”). Under the Fund Agreement, the manager of the OZ Fund may call for additional capital contributions from its members to fund expenses, property acquisitions and capital improvements in accordance with each members’ funding ratio. The Company’s capital contributions are capped at $4.3 million.

Under the ~~terms~~Fund Agreement, any available cash, after the allowance for the payment of ~~its lease. Minimum rents pursuant~~all obligations, operating expenses and capital improvements, is distributed to ~~leases are recognized as revenue on a straight-line basis over~~ the ~~lease term, including renewal options in~~members at least annually. For each fiscal year, net income or loss is allocated to the ~~case of bargain renewal options. Deferred revenue includes the cumulative difference between the rental revenue recorded on a straight-line basis and the cash rent received from tenants~~members pro rata in accordance with ~~the lease terms. Acquired below market leases are included in deferred revenue~~their percentage interest. See “Note 4—Related Party Transactions” for more information on the ~~accompanying consolidated balance sheets, which are amortized into rental income~~OZ Fund.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the ~~life~~estimated fair value of the ~~respective leases, plus the terms of the below market renewal options, if any.~~

~~Leases~~net assets acquired in place as of December 31, 2017 had terms ranging from one to twenty five years. As of December 31, 2017, the Company had 42 leases over 57 properties with rent escalations. The majority of the Company’s leases provide for a fixed annual or semi-annual cash rent payment. Tenant leases on acquired farms generally require the tenant to pay the Company rent for the entire initial year regardless of the date of acquisition, if the acquisition of a business. Goodwill is ~~closed prior to, or shortly after, planting of crops. If the acquisition~~not amortized, but rather is ~~closed later~~tested for impairment annually in the ~~year, the Company typically receives a partial rent payment~~fourth quarter and when events or ~~no rent payment at all.~~

Certain of the Company’s leases provide for a rent payment determined as a percentage of the gross farm proceeds (contingent rent). Revenue under leases providing for a payment equal to a percentage of the gross farm proceeds are 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 orchanges in

~~F-12~~F-14

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements ~~(Continued)~~(continued)

~~when~~circumstances indicate that the ~~tenant~~fair value of a reporting unit with goodwill has ~~notified~~been reduced below its carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the ~~Company~~carrying value of the ~~total amount~~reporting unit. The fair value is calculated using the expected present value of ~~gross farm proceeds, revenue~~future cash flows method. Significant assumptions used in the cash flow forecasts include future cash flows, discount rates and future capital requirements. If the fair value of the reporting unit is ~~recognized for~~less than the carrying value, including goodwill, the excess of the ~~actual gross farm proceeds and~~book value over the ~~previously recognized minimum guaranteed insurance. Contingent rent recognized for~~fair value of goodwill is charged to net income as an impairment expense. During the years ended December 31, ~~2017, 2016~~2023 and ~~2015 totaled $9.5 million, $1.6 million, and $0.6 million, respectively.~~

Certain of the Company’s leases provide for minimum cash rent plus a bonus based on gross farm proceeds. Revenue under this type of lease is recognized on a straight-line basis over the lease term based on the minimum cash rent. Bonus rent is recognized upon notification from the tenant of the gross farm proceeds for the year.

~~Tenant reimbursements include reimbursements for real estate taxes that each tenant pays in accordance with the terms of its lease. When leases require that the tenant reimburse~~2022, the Company ~~for property taxes paid by the Company, the reimbursement~~did not incur any impairment charges related to goodwill.

Amortization of intangible assets with definite lives is ~~reflected as tenant reimbursement revenue on the statements of operations, as earned, and the related property tax as property operating expense, as incurred.~~

~~Crop sales revenue~~

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. Harvested crops delivered under marketing contracts are recorded using the fixed price of the marketing contract at the time of delivery to a grain or packing facility. Harvested crops delivered without a marketing contract 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~~

The Company recognizes interest income on notes receivable on an accrual basis over the life of the note. Direct origination costs are netted against loan origination fees and are amortized over the life of the notecalculated using the straight-line method, which ~~approximates~~is reflective of the ~~effective interest method, as~~benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. If the sum of the expected undiscounted future cash flows related to the asset is less than the carrying amount of the asset, an ~~adjustment~~impairment loss is recognized based on the fair value of the asset. Trade names and trademarks have an indefinite life and, therefore, are not subject to ~~interest income which is included as a component of other revenue~~amortization, but rather are tested for impairment annually in the ~~Company’s Consolidated Statements~~fourth quarter and when events or changes in circumstances indicate that the fair value is below its carrying value. Customer relationships are subject to amortization and are amortized over a period of ~~Operations for~~10 to 12 years. During the years ended December 31, ~~2017, 2016~~2023 and ~~2015.~~2022, the Company recorded amortization of customer relationships of less than $0.1 million for each period.

Income Taxes

As a REIT, the Company is permitted to deduct dividends, for income tax purposes, paid to its stockholders, thereby eliminating the U.S. federal taxation of income represented by such distributions at the Company level, provided certain requirements are met. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax (including, for periods prior to 2021, any applicable alternative minimum tax) on its taxable income at regular corporate tax rates. The Company recorded income tax (benefit) expense totaling ~~$0.0 million, $0.01~~$(0.2) million and ~~$0.01~~$0.2 million, respectively, for the years ended December 31, ~~2017, 2016,~~2023 and ~~2015, respectively.~~2022.

The Operating Partnership leases certain of its farms to the TRS, which is subject to federal and state income taxes. The TRS accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis of assets and liabilities and their respective income tax basis and for operating loss, capital loss and tax credit carryforwards based on enacted income tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. There was ~~$0.03~~$(2.5) million and $4.0 million in taxable income (loss) from the TRS for the ~~year~~years ended December 31, ~~2017,~~2023 and at December 31, 2017, the Company did not have any deferred tax assets or liabilities. There was $0.03 million in taxable income from the TRS for the year ended December 31, 2016, and no taxable income at December 31, 2015, and the Company did not have any deferred tax assets or liabilities for these years.2022, respectively.

~~F-13~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

The Company performs an annual review for any uncertain tax positions and, if necessary, will record future tax consequences of uncertain tax positions in the financial statements. An uncertain tax position is defined as a position taken or expected to be taken in a tax return that is not based on clear and unambiguous tax law and which when examined by taxing authorities is more-likely-than-not to be sustained on review and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. At December 31, ~~2017,~~2023, the Company did not identify any uncertain tax positions. The Company did not identify any uncertain tax positions related to the ~~2016 and 2015~~2022 open tax ~~years.~~year.

When the Company acquires a property in a business combination, the Company evaluates such acquisition for any related deferred tax assets or liabilities and determines if a deferred tax asset or liability should be recorded in conjunction with the purchase price allocation. If a built-in gain is acquired, the Company evaluates the required holding period (generally 5 years) and determines if it has the ability and intent to hold the underlying assets for the necessary holding period. If the Company has the ability to hold the underlying assets for the required holding period, no deferred tax liability is recorded with respect to the built-in gain. The Company determined that no deferred tax asset or liability should be recorded as a result of ~~the business combinations~~any acquisitions that it undertook during the years ended December 31, ~~2017~~2023 and ~~December 31, 2016.~~2022.

F-15

Table of Contents

~~Derivatives and Hedge Accounting~~Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Fair Value

The Company ~~enters~~is required to disclose fair value as further explained in “Note 6—Notes Receivable”, “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable” and “Note 10—Hedge Accounting”. FASB ASC 820-10 establishes a three-level hierarchy for the disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

●

Level 1—Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

●

Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable or can be substantially corroborated for the asset or liability, either directly or indirectly.

●

Level 3—Inputs to the valuation methodology are unobservable, supported by little or no market activity and are significant to the fair value measurement.

Hedge Accounting

ASC 815 requires the Company to recognize all of its derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the consolidated statements of operations during the reporting period.

The Company manages economic risks, including interest rate, liquidity, and credit risk, by managing the amount, sources, duration and interest rate exposure of its funding. The Company may also use interest rate derivative financial instruments, namely interest rate swaps.

The Company may enter into marketing contracts to sell commodities. Derivatives and hedge accounting guidance requires a company to evaluate these contracts to determine whether the contracts are derivatives. Certain contracts that meet the definition of a derivative may be exempt from derivative accounting if designated as normal purchase or normal sales. The Company evaluates all contracts at inception to determine if they are derivatives and if they meet the normal purchase and normal sale designation requirements. No

The Company has in place one interest rate swap agreement with Rabobank to add stability to interest expense and to manage its exposure to interest rate movements. This agreement qualifies as a cash flow hedge and is actively evaluated for ongoing effectiveness (see “Note 10—Hedge Accounting”). The entire change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of stockholders’ equity in the Company’s consolidated balance sheets.

Additionally, the Company assesses whether the derivative ~~contracts were entered into during the year ended December 31, 2017. All contracts entered into during the year ended December 31, 2016 met the criteria~~used in its hedging transaction is expected to be ~~exempt from~~highly effective in offsetting changes in the fair value or cash flows of the hedged item. The Company discontinues hedge accounting when it is determined that a derivative ~~accounting~~has ceased to be or is not expected to be highly effective as a hedge, and ~~were designated~~then reflects changes in fair value of the derivative as ~~normal purchase and sales exceptions for hedge accounting.~~gain or loss, as applicable, in the consolidated statements of operations during reporting periods after such determination.

Segment Reporting

The Company’s chief operating decision maker does not evaluate performance on a farm-specific or transactional basis and does not distinguish the Company’s principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP.

Earnings Per Share

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the weighted average number of unvested restricted shares (“participating securities” as defined in “Note 9—Stockholders’ Equity and non-controlling Interests”). Diluted earnings per share is

F-16

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, plus other potentially dilutive securities such as stock grants or shares that would be issued in the event that Common units are redeemed for shares of common stock of the Company. No adjustment is made for shares that are anti-dilutive during a period.

Non-controlling Interests

The Company’s non-controlling interests are interests in the Operating Partnership not owned by ~~the Company.~~FPI. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The Company classifies non-controlling interests that are contingently redeemable solely for cash (unless stockholder approval

~~F-14~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

is obtained to redeem for shares of common stock) one year after issuance or deemed probable to eventually become redeemable and which have redemption features outside of its control, as redeemable non-controlling interests in the mezzanine section of the consolidated balance sheets. The amounts reported for non-controlling interests on the Company’s Consolidated Statements of Operations represent the portion of income or losses not attributable to the Company.

Stock Based Compensation

From time to time, the Company may award non-vested shares under the Company’s ~~Second~~Third Amended and Restated 2014 Equity Incentive Plan (the “Plan”) as compensation to officers, employees, non-employee directors and non-employee consultants (see “Note 9—Stockholders’ Equity and Non-controlling Interests”). The shares issued to officers, employees, and non-employee directors vest over a period of time as determined by the Board of Directors at the date of grant. The Company recognizes compensation expense for non-vested shares granted to officers, employees and directors on a straight-line basis over the requisite service period based upon the fair ~~market~~ value of the shares on the date of grant, as adjusted for forfeitures. The Company recognizes expense related to non-vested shares granted to non-employee consultants over the period that services are received. The change in fair value of the shares to be issued upon vesting is remeasured at each reporting period and is recorded in general and administrative expenses on the Consolidated Statements of Operations. As of December 31, 2017 all awards granted to non-employee consultants had vested during the year, and there was no fair value impact on the unvested awards granted to non-employee consultants. As a result of changes in the fair value of the unvested shares, the Company recorded increases in stock based compensation of $2,990 and $12,596 for the years ended December 31, 2016 and 2015, respectively.

~~New or Revised~~Recently Adopted Accounting Standards

~~Adopted~~

In ~~July 2015,~~March 2020, the FASB issued ASU ~~No. 2015-11,~~ ~~Inventory~~2020-04, Reference Rate Reform (Topic ~~330)~~848), that provided practical expedients to address existing guidance on contract modifications and hedge accounting due to the expected market transition from the London Inter-bank Offered Rate (“LIBOR”) and other interbank offered rates (together, “IBORs”) to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). In July 2017, the Financial Conduct Authority announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. We refer to this transition as “reference rate reform.”

The first practical expedient allows companies to elect to not apply certain modification accounting requirements to debt, derivative and lease contracts affected by reference rate reform if certain criteria are met. These criteria include the following: (i) the contract referenced an IBOR rate that is expected to be discontinued; (ii) the modified terms directly replace or have the potential to replace the IBOR rate that is expected to be discontinued; and (iii) any contemporaneous changes to other terms that change or have the potential to change the amount and timing of contractual cash flows must be related to the replacement of the IBOR rate. If the contract meets all three criteria, there is no requirement for remeasurement of the contract at the modification date or reassessment of the previous hedging relationship accounting determination.

The second practical expedient allows companies to change the reference rate and other critical terms related to the reference rate reform in derivative hedge documentation without having to de-designate the hedging relationship. This allows for companies to continue applying hedge accounting to existing cash flow and net investment hedges.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. In 2021, the UK Financial Conduct Authority (FCA) delayed the intended cessation date of certain tenors of USD LIBOR to June 30, 2023. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, the ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.

F-17

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

The Company will continue to evaluate its debt, derivative and lease contracts that are eligible for modification relief and expects to apply those elections as needed.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Among other things, these amendments require that public business entities on an annual basis (i) disclose specific categories in the rate reconciliation, and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments require that all entities disclose on an ~~entity should measure inventory at~~annual basis (i) the ~~lower~~amount of ~~cost~~income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, (ii) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or ~~net realizable value. Net realizable value is the estimated sales price in the ordinary course~~greater than 5 percent of ~~business, less reasonably predictable costs~~total income taxes paid (net of ~~completion, disposal,~~refunds received), (iii) income (loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and ~~transportation.~~foreign, and (iv) income tax expense (benefit) from continuing operations disaggregated by federal, state, and foreign. The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company has adopted this guidance as of January 1, 2017 and there has been no impact on the financial results of the Company.

~~In January 2017, the FASB issued~~ ASU ~~No. 2017-01,~~ ~~Business Combination (Topic 805): Clarifying the Definition of a Business~~ (“ASU 2017-01”). ASU 2017-01 is intended to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The Company has determined that with the adoption of this guidance some acquisitions that were deemed business combinations will be deemed asset acquisitions and costs associated with these asset acquisitions will be capitalized to the acquisition rather than being expensed. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this guidance as of January 1, 2017. During the year ended December 31, 2017 the Company recorded all of its acquisitions as asset acquisitions exceptpublic business entities for ~~the AFCO Mergers.~~

~~Not Yet Adopted~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases: (Topic 842) (“ASU 2016-02”),~~ which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over

~~F-15~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. While the Company is still completing its assessment of the impact of this guidance, the following is anticipated to reflect the primary effects of this guidance on the Company’s reporting:

~~(i)~~

For leases in which the Company is the lessee, the Company does not expect the guidance to have a material impact as there are only three operating leases for office space and for subleased property in Nebraska. Two of these leases have terms less than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The Company will record a right-of-use asset and a lease liability for the third lease that has a term greater than 12 months, but the Company does not expect it to have a significant impact on the consolidated financial statements;

~~(ii)~~

For leases in which the Company is the lessor, the Company does not expect there to be a material impact as the majority of the Company’s leases do not contain a non-lease component. While the Company is expecting there to be other ancillary impacts for leases in which the Company is the lessor, they are not expected to be material to the consolidated financial statements. Under the new guidance lease procurement costs which were previously capitalized will be expensed as incurred. Lastly, under the new guidance, there are certain circumstances in which buyer-lessors in sale and leaseback transactions could potentially result in recording the transaction as a financial receivable if such transaction fails sale and leaseback criteria, which the Company is still evaluating.

~~The standard is effective for~~ annual ~~and interim reporting~~ periods beginning after December 15, 2018, with modified retrospective restatement for each reporting period presented at the time of adoption. Early adoption is permitted. The Company has not yet determined whether this guidance will be early adopted.2024.

Note 2—Revenue Recognition

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers: (Topic 606)(“ASU 2014-09”)~~. ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. ASU 2014-09 implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The Company completed its assessment of the impact of this guidance and determined that the primary impact relates to reporting crop sales revenue separately from other revenue the Company records in relation to interest income received from the Company’s loan program on the Consolidated Statement of Operations. There will be no cumulative effect to retained earnings upon adoption.

Fixed Rent: The majority of the Company’s ~~contracts with customers relate to~~ leases ~~that fall within the scope of ASU 2016-02.~~

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~ ~~(“ASU 2016-15”). ASU 2016-15 is intended to reduce diversity in practice across all industries. The amendments in this update~~ provide ~~guidance~~for rent payments on ~~the following eight specific cash flow issues: 1) Debt Prepayment~~an entirely or Debt Extinguishment Costs; 2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; 3) Contingent Consideration Payments Made after a Business Combination; 4) Proceeds from the Settlement of Insurance Claims; 5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies; 6) Distributions Received from Equity Method Investees; 7) Beneficial Interests in Securitization Transactions; and 8) Separately Identifiable Cash Flows and Application of the Predominance Principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and retrospective

~~F-16~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

restatement is required. Early adoption is permitted. The Company has assessed the impact and noted that currently the only impact would be to separately recognize cash receipts from casualty insurance claims on damaged company assets.

~~Note 2—Revenue Recognition~~

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 ~~either~~before crops are planted, generally during the first quarter of the year, ~~or at the time of acquisition of the related farm,~~ with the remaining 50% of the lease payment due in the second half of the ~~year.~~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 ~~includes~~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 years ended December 31, 2023 and 2022:


	For the years ended
	December 31,
(in thousands)	2023			2022
Fixed Farm Rent	$	33,739	$	32,878
Solar, Wind and Recreation Rent		3,954		2,647
Tenant Reimbursements		3,428		3,264
Variable Rent		8,064		10,090
	$	49,185	$	48,879

F-18

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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 December 31, ~~2017~~2023 and ~~2016,~~2022, the Company had ~~$3.9~~$2.1 million and ~~$1.0~~less than $0.1 million, respectively, in deferred revenue.

The majority of the Company’s revenue is derived from rental income. The Company ~~did not have any unamortized below market leases~~elected an accounting policy to account for both its lease and non-lease components (specifically tenant reimbursements) as ~~of December 31, 2017 and 2016, respectively.~~a single lease component under ASC 842.

The following ~~represents~~sets forth a summary of ~~the~~ rental income recognized during the ~~three~~ years ended December 31, ~~2017:~~2023 and 2022:

Rental Income Recognized

For the year ended December 31,
($ in thousands)

2017

2016

2015
Leases in effect at the beginning of the year

$
12,593

$
2,609

$
7,258
Leases entered into or amended during the year

30,363

27,059

6,290

$
42,956

$
29,668

$
13,548


	Rental income recognized
		For the years ended
		December 31,
(in thousands)		2023			2022
Leases in effect at the beginning of the year		$	45,863	$	40,015
Leases entered into during the year			3,322		8,864
		$	49,185	$	48,879

Future minimum ~~lease~~fixed rent payments from tenants under all non-cancelable leases in place as of December 31, ~~2017,~~2023, including lease advances when contractually due, but excluding crop share and tenant reimbursement of expenses, ~~and lease payments based on a percentage of farming revenues,~~ for each of the next five years and ~~beyond~~thereafter as of December 31, ~~2017~~2023 are as follows:

($ in thousands)

Future Rental
Year Ending December 31,

Payments
2018

$
34,435
2019

26,305
2020

13,702
2021

3,819
2022

1,394
2023 and beyond

4,680

$
84,335


(in thousands)	Future rental
Year Ending December 31,	payments
2024	$	33,095
2025		20,637
2026		13,336
2027		7,262
2028		2,941
Thereafter		30,539
	$	107,810

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. Revenues from the sale of harvested crops recognized for the years ended December 31, 2023 and 2022 were $2.3 million and $5.4 million, respectively. Harvested crops delivered under marketing contracts are recorded using the fixed price of the marketing contract at the time of delivery to a grain or packing facility. Harvested crops delivered without a marketing contract 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 years ended December 31, 2023 and 2022.

F-19

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

The following table presents other revenue that is disaggregated by revenue source for the years ended December 31, 2023 and 2022:


	For the years ended
	December 31,
(in thousands)	2023			2022
Auction and brokerage fees	$	1,138	$	2,806
Crop insurance proceeds		2,335		2,609
Property management income		890		730
Other (e.g., interest income)		1,661		814
	$	6,024	$	6,959

Note 3—Concentration Risk

Credit Risk

For the years ended December 31, ~~2017, 2016~~2023 and ~~2015,~~2022, the Company had certain tenant concentrations as presented in the table below. If a significant tenant, representing a tenant concentration, fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be re-leased on satisfactory terms, there ~~would~~may be a material adverse

~~F-17~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

effect on the Company’s financial performance and the Company’s ability to continue operations. The following is a summary of our significant tenants:


	Rental income recognized				Approximate % of rental income
	For the years ended December 31,				For the years ended December 31,
($ in thousands)	2023		2022		2023			2022
Tenant A ⁽¹⁾	$	6,702	$	8,291		13.6	%		17.0	%

Rental Income Recognized

For the year ended December 31,
($ in thousands)

2017

2016

2015

Tenant A (1)

$
7,041

16.4
%
$
—

—
%
$
—

—
%

(1)

The Company has numerous permanent crop leases with major farming companies located in California.

~~(1) The Company has numerous permanent crop leases with this major farming company located in Califonia.~~

Geographic Risk

The following table summarizes the percentage of approximate total acres owned as of December 31, ~~2017, 2016~~2023 and ~~2015~~2022, and ~~straight line~~the fixed and ~~crop share rental income~~variable rent recorded by the Company for the years then ended by location of the farm:


	Approximate %				Rental Income ⁽¹⁾
	of total acres				For the years ended
	As of December 31,				December 31,
Location of Farm ⁽²⁾	2023		2022		2023		2022
Corn Belt	33.6	%	28.7	%	37.7	%	34.3	%
Delta and South	19.9	%	19.9	%	11.9	%	12.5	%
High Plains	16.4	%	20.0	%	9.1	%	8.4	%
Southeast	21.7	%	24.4	%	18.6	%	19.2	%
West Coast	8.4	%	7.0	%	22.7	%	25.6	%
	100.0	%	100.0	%	100.0	%	100.0	%

Approximate % of Total Acres

Rental Income

As of December 31,

For the year ended December 31,

Location of Farm

2017

2016

2015


2017

2016

2015

Alabama

0.4
%
—
%
—
%

0.2
%
—
%
—
%

Arkansas

9.1
%
10.0
%
14.0
%

4.7
%
4.5
%
10.1
%

California

7.2
%
—
%
—
%

27.8
%
—
%
—
%

Colorado

15.1
%
18.8
%
27.3
%

6.4
%
9.3
%
18.7
%

Florida

4.6
%
2.1
%
—
%

3.1
%
0.6
%
—
%

Georgia

3.3
%
2.9
%
1.8
%

4.0
%
1.8
%
0.3
%

Illinois

25.5
%
24.8
%
8.1
%

28.8
%
25.4
%
16.9
%

Kansas

1.2
%
1.6
%
2.2
%

0.4
%
0.4
%
0.2
%

Louisiana

5.9
%
8.1
%
2.7
%

3.3
%
1.4
%
4.9
%

Michigan

1.4
%
0.4
%
0.2
%

1.6
%
0.4
%
1.5
%

Mississippi

3.1
%
4.3
%
5.8
%

2.0
%
2.2
%
6.0
%

North Carolina

6.9
%
9.6
%
14.9
%

4.3
%
39.1
%
16.2
%

Nebraska

3.7
%
5.1
%
7.9
%

3.6
%
5.2
%
10.1
%

South Carolina

9.1
%
8.9
%
13.4
%

7.7
%
8.3
%
15.1
%

South Dakota

1.1
%
—
%
—
%

0.6
%
—
%
—
%

Texas

1.7
%
2.3
%
—
%

1.1
%
1.4
%
—
%

Virginia

0.7
%
1.1
%
1.7
%

0.4
%
—
%
—
%

100.0
%
100.0
%
100.0
%

100.0
%
100.0
%
100.0
%

(1)

Due to regional disparities in the use of leases with variable rent and seasonal variations in the recognition of variable rent revenue, regional comparisons by rental income are more relevant for full years than quarters or partial years.

(2)

Corn Belt includes farms located in Illinois, Indiana, Iowa, Missouri and eastern Nebraska. Delta and South includes farms located in Arkansas, Louisiana, Mississippi and Oklahoma. High Plains includes farms located in Colorado, Kansas and Texas. Southeast includes farms located in Florida, North Carolina and South Carolina. West Coast includes farms located in California.

Note 4—Related Party Transactions

On July 21, 2015, the Company entered into a lease agreement with American Agriculture Aviation LLC (“American Ag Aviation”) for the use of a private plane. American Ag Aviation is a Colorado limited liability company that is owned 100% by ~~Mr.~~Paul A. Pittman, the Company’s ~~CEO. During~~Executive Chairman. The private plane was generally utilized when commercial air travel was not readily available or practical to and from a particular location. The Company paid costs of $0.03 million and $0.11 million during the years ended December 31, ~~2017, 2016~~2023 and ~~2015, the Company incurred costs of $0.2 million, $0.2 million and $0.1 million,~~2022, respectively, ~~from~~to American Ag Aviation for use of the aircraft in accordance with the lease agreement. These costs were recognized based on the nature of the associated use of the aircraft consistently with other travel expenses, as follows:

F-20

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

(i) general and administrative - expensed as general and administrative expenses within the Company’s ~~Consolidated Statements~~consolidated statements of ~~Operations;~~operations; (ii) land acquisition (accounted for as an asset acquisition) - allocated to the acquired real estate assets within the Company’s consolidated balance sheets; and (iii) land acquisition (accounted for as a business combination) - expensed as acquisition and due diligence costs within the Company’s ~~Consolidated Statements~~consolidated statements of ~~Operations.~~operations. In November 2023, the lease agreement was terminated due to American Ag Aviation’s disposition of its private plane.

On January 20, 2021, the Company entered into property sale and long-term management agreements with the OZ Fund. The OZ Fund is a Delaware limited liability company whose manager is the brother of Thomas P. Heneghan, one of the Company's independent directors. Mr. Heneghan has an indirect investment in the OZ Fund. As of December 31, ~~2017~~2023 and ~~2016~~2022, the Company had ~~outstanding payables to American Agriculture Aviation LLC~~a 9.97% interest, for both periods, in the OZ Fund. The aggregate balance of ~~$0.01~~the Company’s equity method investment in the OZ Fund was approximately $4.1 million and ~~$0.01~~$4.2 million ~~respectively.~~

~~Effective~~ as of December 31, ~~2015, Mr. Pittman neither owns any direct or indirect interest in, nor has control~~2023 and 2022, respectively, including aggregate capital contributions of ~~Astoria Farms~~$1.7 million for both periods, and ~~Hough Farms. As~~aggregate distributions of less than $0.1 million and $0.0 million, respectively, from inception of the joint venture through December 31, ~~2017~~2023 and ~~2016, 4%~~2022, respectively. The Company’s capital contributions are capped at $4.3 million. The Company earned management fees of $0.5 million and 6%, respectively, of the acres in the Company’s farm portfolio were rented to and operated by Astoria Farms or Hough Farms, both of which were related parties until December 31, 2015. Astoria Farms is a partnership in which Pittman Hough Farms LLC (“Pittman Hough

~~F-18~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

Farms”), which was previously 75% owned by Mr. Pittman, had a 33.34% interest. The balance of Astoria Farms was held by limited partnerships in which Mr. Pittman was previously the general partner. Hough Farms is a partnership in which Pittman Hough Farms previously had a 25% interest. The aggregate rent recognized by the Company for these entities for$0.4 million during the years ended December 31, ~~2017, 2016~~2023 and ~~2015 was $2.0 million, $2.5 million and $2.7 million,~~2022, respectively. ~~As of December 31, 2016 and 2015, the Company did not have any accounts receivable from these entities.~~

For the years ended December 31, 2017, 2016 and 2015, Pittman Hough Farms incurred $0, $0 and $0, respectively, in professional fees on behalf of the Company. These fees were reimbursed by the Company.

Effective as of December 31, 2015, Mr. Pittman does not own any interest in American Agriculture Corporation (‘‘American Agriculture’’). American Agriculture is a Colorado corporation that was 75% owned by Mr. Pittman and 25% owned by Jesse J. Hough, who provides consulting services to the Company. The Company reimbursed American Agriculture $0, $0 and $21,259, respectively, for general and administrative expenses during the year ended December 31, 2017, 2016 and 2015, which are included in general and administrative expenses in the consolidated statements of operations.

Note 5—Real Estate

~~As of December 31, 2017, the Company owned approximately 160,000 acres.~~

During the year ended December 31, ~~2017,~~2023, the Company completed 18 acquisitions ~~which were accounted~~consisting of four properties in the Corn Belt and Delta and South regions. Aggregate cash consideration for ~~as asset~~these acquisitions ~~in Illinois, South Carolina, Colorado, Georgia, Kansas, Michigan, California, South Dakota and Arkansas. Consideration~~ totaled ~~$225.9 million and was comprised of cash, shares of common stock and Common units.~~$22.2 million. No intangible assets were acquired through these acquisitions.

During 2017, the Company completed one acquisition (the AFCO Mergers) that was accounted for as a business combination. Subsequent adjustments to the preliminary purchase price allocation did not have a material impact to the Company’s consolidated financial statements. The following outlines the impact of the completion of the AFCO Mergers accounted for as a business combination as of December 31, 2017.

During 2017, the Company recorded a measurement period adjustment in relation to property tax accruals in the amount of $0.6 million recognized in other liabilities. As the amount was recovered through tenant reimbursements, the Company also increased other assets by $0.6 million.

The Company also recorded a measurement period adjustment of $1.1 million with a corresponding change in land of $0.8 million, irrigation improvements of $0.1 million and permanent plantings of $0.2 million. The statement of operations impact of this adjustment is immaterial to the year ended December 31, 2017.

($ in thousands)

Land, at cost
$
181,072
Irrigation improvements

26,155
Permanent plantings

48,513
Buildings

1,499
In-place leases(1)

1,139
Lease origination costs

264
Cash

3,832
Other assets

1,831
Inventory

99
Deferred revenue

(4,434)
Other liabilities

(13,826)
Gross Total Consideration

246,144
Mortgage notes and bonds payable, net

(75,000)
Total Consideration
$
171,144

~~F-19~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~(1)~~

~~Weighted average amortization period of the in-place lease liability is three years.~~

The Company has included the results of operations for the acquired real estate in the Consolidated Statement of Operations from the dates of acquisition. The real estate acquired in business combinations during the year ended December 31, 2017 contributed $14.7 million to total revenue and $6.0 million to net income.

The unaudited pro forma information presented below does not purport to represent what the actual results of operations of the Company would have been had the business combinations outlined above occurred as of the beginning of the periods presented, nor does it purport to predict the results of operations of future periods. The unaudited pro forma information is presented below as if the real estate acquired in the business combination during the year ended December 31, 2017 had been acquired on January 1, 2016.

For the Year Ended
($ in thousands)

December 31,
Proforma

2017

2016
Revenue

$
46,219

$
31,001
Pro forma estimate(1)

993

15,661
Total operating revenue

$
47,212

$
46,662

Net income

$
9,158

$
5,999
Pro forma estimate

(367)

3,577
Total net income

$
8,791

$
9,576

Net income available to common stockholders of Farmland Partners Inc.

$
411

$
4,966

Earnings per share basic and diluted

Income per basic share attributable to common stockholders

$
0.01

$
0.18
Income per diluted share attributable to common stockholders

$
0.01

$
0.18
Weighted-average number of common shares - basic

32,340

27,968
Weighted-average number of common shares - diluted

32,340

27,968

~~(1)~~

Represents a linear extrapolation of revenues over the year ended December 31, 2017 and 2016 and therefore does not take into account the irregularity of certain of the Company’s revenue components, such as crop share lease payments.

During the year ended December 31, ~~2016,~~2022, the Company completed 1817 acquisitions, ~~which were~~consisting of 20 properties, in the Corn Belt and High Plains regions. Aggregate cash consideration for these acquisitions totaled $54.4 million for real estate purchases accounted for as asset acquisitions plus $17.3 million for the purchase of land and buildings for four agriculture equipment dealerships in ~~Illinois, Colorado, Georgia, Kansas, Texas, Louisiana, Florida~~Ohio leased to Ag Pro under the John Deere brand which are accounted for as financing receivables (refer to See “Note 6—Loans and ~~Arkansas. Consideration totaled $264.4 million and was comprised of cash, Series A preferred units and Common units.~~Financing Receivables”). No intangible assets were acquired through these acquisitions.

The following outlines the fair value of the assets and liabilities acquired as a result of the completion of six acquisitions in Michigan, Mississippi, Texas, Illinois, Colorado and Georgia which were accounted for as business combinations as of December 31, 2016.

($ in thousands)

Land, at cost

$
7,170
Groundwater

634
Irrigation improvements

518
Permanent plantings

763
Below market lease

(29)
Total Consideration

$
9,056

The Company has not included pro forma information in relation to these farms that were accounted for as business combinations as historical results for the farms were not available. Thus, the Company is unable to reflect the pro forma results as if the farms had been acquired on January 1, 2015.

~~F-20~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~Prudential Termination Agreement~~

On February 18, 2017, the Company entered into a Termination Agreement (the “Termination Agreement”) with Prudential Capital Mortgage Company (the “Prudential Sub-Advisor”) pursuant to which the Company and the Prudential Sub-Advisor agreed to terminate, effective as of March 31, 2017, the Amended and Restated Sub-Advisory Agreement (the “Sub-Advisory Agreement”), dated as of October 23, 2015, by and among AFCO, American Farmland Advisors, AFCO OP and Prudential and certain related property management agreements (together with the Sub-Advisory Agreement, the “Prudential Agreements”).

The Termination Agreement provided that, as of March 31, 2017, Prudential no longer provides services to the Company under the Prudential Agreements. The Company paid the Prudential Sub-Advisor $1.6 million in cash, which is equal to the fee that would have been owed to Prudential for services through the quarter ended March 31, 2017, plus a termination fee of approximately $0.2 million. The statement of operations impact to the Company forDuring the year ended December 31, ~~2017 totaled $0.7 million, which is included in property operating expenses, with~~2023, the ~~remaining $0.9 million being included~~Company completed dispositions consisting of 74 properties in the ~~accruals~~Corn Belt, Delta and South, High Plains, Southeast and West Coast regions. The Company received $195.5 million in aggregate consideration, including $11.8 million in seller financing, and recognized an aggregate gain on sale of $36.1 million. In addition, the Company deferred an additional net gain on sale of $2.1 million in connection with dispositions of certain properties with seller financing. The deferred gain will be recognized at such time as ~~a component~~the Company considers collection of the ~~purchase~~seller-financed portion of the sale price to be probable under applicable accounting ~~surrounding~~standards.

During the ~~AFCO Mergers as this represented the costs incurred by AFCO prior to the AFCO Mergers.~~

~~Note 6—Notes Receivable~~

~~In August 2015,~~year ended December 31, 2022, the Company ~~introduced~~completed five dispositions consisting of five properties in the Corn Belt, High Plains and Southeast regions. The Company received cash consideration for these dispositions totaling $17.0 million and recognized an aggregate gain on sale of $2.6 million.

Note 6—Loans and Financing Receivables

The Company offers an agricultural lending product ~~aimed at~~focused on farmers as a complement to the ~~Company's~~Company’s business of acquiring and owning farmland and leasing it to ~~farmers (the “FPI Loan Program”).~~farmers. Under the FPI Loan Program, the Company makes loans to third-party farmers (both tenant and non-tenant) to provide financing for property acquisitions, working capital requirements, ~~and~~ operational farming activities, farming infrastructure projects and for other farming and agricultural real estate related projects. ~~These~~The Company seeks to make loans that are collateralized by farm real estate or growing crops and ~~are typically~~ in principal amounts of ~~$100,000~~$1.0 million or more at fixed interest rates with maturities of up to ~~three~~six years. The Company expects the borrower to repay the loans in accordance with the ~~applicable~~ loan agreements based on farming operations and access to other forms of capital, as permitted.

In addition to loans made under the FPI Loan Program, the Company, on certain occasions, makes short-term loans to tenants secured by collateral other than real estate, such as growing crops, equipment or inventory, when the Company believes such loans will ensure the orderly completion of farming operations on a property owned by the Company for a given crop year and other credit is not available to the borrower.

F-21

Table of Contents

Farmland Partners Inc.

Notes ~~receivable~~to Consolidated Financial Statements (continued)

On November 18, 2022, the Company acquired land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro (the seller), under the John Deere brand. In accordance with ASC Topic 842, control is not considered to have transferred to the Company under GAAP and these transactions are accounted for as financing arrangements under ASC 310 “Receivables” rather than as investments in real estate subject to operating leases. The leases mature in November 2037 and contain renewal options for periods up to 20 years from the original maturity date. The discount used for the transactions was 6.15%.

As of December 31, 2023 and 2022, the Company held the following loans and financing receivables:


($ in thousands)		Outstanding as of				Maturity
Loan	Terms	December 31, 2023		December 31, 2022		Date
Loans under FPI Loan Program:
Mortgage Note ⁽¹⁾	Principal & interest due at maturity	$	210	$	217	12/7/2028
Mortgage Note ⁽²⁾	Principal due at maturity & interest due semi-annually		—		2,100	8/18/2023
Mortgage Note ⁽³⁾	Principal due at maturity & interest due quarterly		1,900		2,500	3/3/2025
Mortgage Note ⁽⁴⁾	Principal due at maturity & interest due quarterly		1,800		—	11/17/2028
Mortgage Note ⁽⁵⁾	Principal due at maturity & interest due semi-annually		8,009		—	12/28/2024
Mortgage Note ⁽⁶⁾	Principal due at maturity & interest due semi-annually		1,491		—	12/28/2024
Mortgage Note ⁽⁷⁾	Principal due at maturity & interest due monthly		500		—	6/30/2025
Total outstanding principal			13,910		4,817
Sale-leaseback transactions accounted for as financing arrangements:
Financing Receivable, net ⁽⁸⁾	Monthly payments in accordance with lease agreement		5,920		5,894	11/17/2037
Financing Receivable, net ⁽⁸⁾	Monthly payments in accordance with lease agreement		4,498		4,498	11/17/2037
Financing Receivable, net ⁽⁸⁾	Monthly payments in accordance with lease agreement		3,563		3,561	11/17/2037
Financing Receivable, net ⁽⁸⁾	Monthly payments in accordance with lease agreement		3,237		3,241	11/17/2037
Total financing receivable			17,218		17,194
Interest receivable (net prepaid interest and points)			60		2
Allowance for credit losses			(168)		(92)
Provision for interest receivable			—		—
Total Loans and financing receivables, net		$	31,020	$	21,921

The original note was renegotiated and a second note was entered into simultaneously with the borrower during the three months ended March 31, 2017. The note is secured against farmland properties.

On August 18, 2021, the Company entered into a loan secured against farmland.The loan was repaid in full in September 2023.

On March 3, 2022, the Company entered into two loans with the same party secured against farmland.

On November 17, 2023, the Company entered into a loan agreement secured by farmland.

On December 28, 2023, the Company entered into a loan agreement secured by farmland.

On December 28, 2023, the Company entered into a loan agreement secured by farmland and a feedlot.

On November 18, 2022, the Company acquired land and buildings for four agriculture equipment dealerships in Ohio, accounted for as financing transactions.The leases may be extended beyond the stated maturity date, for up to an additional 20 years, at the option of the tenant.

Loans and financing receivables are stated at their unpaid principal balance and include unamortized direct origination costs and accrued interest through the reporting date, less any allowance for losses and unearned borrower paid points.

AsThe Company monitors its receivables based upon historical collection experience, collateral values, current trends, long-term probability of default (“PD”) and estimated loss given default (“LGD”). Accrued interest write-offs are recognized as credit loss expense. The Company has estimated its credit losses in accordance with ASC 326 to be $0.1 million and $0.0 million on its loan balances as of December 31, ~~2017~~2023 and ~~2016,~~2022, respectively, and approximately $0.1 million of allowance for credit losses on its financing receivables as of December 31, 2023 and 2022. The Company recorded no credit loss expense related to interest receivables during the ~~Company held~~years ended December 31, 2023 and 2022, respectively. There were no charge-offs or recoveries for the ~~following notes receivable:~~

($ in thousands)

Principal Outstanding as of

Loan

Payment Terms

December 31, 2017

December 31, 2016

Maturity
Mortgage Note(1)

Principal & interest due at maturity

$
1,800

$
1,800

1/15/2017
Mortgage Note(2)

Principal & interest due at maturity

240

980

3/16/2022
Mortgage Note (2)

Principal due at maturity & interest due monthly

2,194

-

3/16/2022
Mortgage Note

Principal & interest due at maturity

1,647

-

4/27/2018
Mortgage Note (3)

Principal & interest due at maturity

100

-

1/31/2018
Mortgage Note

Principal due at maturity & interest paid in advance

669

-

2/15/2018
Mortgage Note (3)

Principal due at maturity & interest paid in advance

2,700

-

1/29/2018
Total outstanding principal

9,350

2,780

Points paid, net of direct issuance costs

(6)

(4)

Interest receivable (net prepaid interest)

461

67

Provision for interest receivable

(45)

-

Total notes and interest receivable

$
9,760

$
2,843

~~(1)~~years ended December 31, 2023 and 2022. In ~~January 2016 the maturity date~~addition, as of ~~the note was extended from January 15, 2016 to January 15, 2017~~December 31, 2023, all payments under loans and financing receivables have been received in accordance with the ~~year 1 interest received at~~agreements.

The following tables details the ~~time~~allowance for credit losses as of ~~the extension~~December 31, 2023 and principal and remaining interest due at maturity. On July 28, 2017 the Company notified the borrower of default on the Promissory Note. The Company currently believes that collectability is reasonably assured.2022:


	December 31, 2023
($ in thousands)	Amortized Cost		Allowance		Loans and financing receivables, net		Allowance as a % of Amortized Cost
Loans under FPI Loan Program	$	13,970	$	(76)	$	13,894		0.54	%
Financing Receivables		17,218		(92)		17,126		0.53	%
Totals	$	31,188	$	(168)	$	31,020		0.54	%

~~F-21~~F-22

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements ~~(Continued)~~(continued)


	December 31, 2022
($ in thousands)	Amortized Cost		Allowance		Loans and financing receivables, net		Allowance as a % of Amortized Cost
Loans under FPI Loan Program	$	4,819	$	—	$	4,819		—	%
Financing Receivables		17,194		(92)		17,102		0.54	%
Totals	$	22,013	$	(92)	$	21,921		0.42	%

~~(2)~~The ~~original note was renegotiated~~following chart reflects the roll-forward of the allowance for credit losses for our loans and a second note was entered into simultatneously with the borrower during the three months ended March 31, 2017. The notes include mortgages on two additional properties in Colorado that include repurchase optionsfinancing receivables for the ~~properties at a fixed price that are exercisable between the third and fifth anniversary of the notes by the borrower.~~

~~(3)Amounts fully repaid subsequent to~~years ended December 31, ~~2017.~~2023 and 2022:


	Years ended December 31,
($ in thousands)	2023		2022
Balance at beginning of year	$	(92)	$	—
Initial allowance for financing receivables		—		(92)
Initial allowance for loan receivables		(76)		—
Current period change in credit allowance		—		—
Charge-offs		—		—
Recoveries		—		—
Balance at end of year	$	(168)	$	(92)

A reconciliation of the carrying amount of ~~mortgage~~ loans receivable and financing receivables for the years ended December 31, ~~2017, 2016~~2023 and ~~2015~~2022 is set out below:

Year ended December 31,

2017

2016

2015

(in thousands)

Balance at beginning of year
$
2,780
$
2,830
$
-
Additions during year:

    New mortgage loans and additional advances on existing loans

7,372

-

2,830
    Interest income added to principal

-

-

-
    Amortization of discount

-

-

10,152

2,830

2,830
Deductions during year:

    Collection of principal

802

50

-
    Foreclosure

-

-

-
Balance at end of year
$
9,350
$
2,780
$
2,830


	Years ended December 31,
($ in thousands)	2023		2022
Balance at beginning of year	$	22,011	$	6,029
Additions during year:
Issuance of loans and financing receivables		11,801		20,781
Interest accrued on financing receivables		1,054		122
		34,866		26,932
Deductions during year:
Collections of principal on loans		2,707		2,786
Payments on financing receivables		1,031		—
Expiration of repurchase option		—		2,135
Balance at end of year	$	31,128	$	22,011

The collateral for the mortgage notes receivable consists of real estate and ~~improvements present on such real estate. For income tax purposes the aggregate cost of the investment of the mortgage notes is the carrying amount per the table above.~~personal property.

~~Fair Value~~

FASB ASC 820-10 establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

~~Level 1—Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.~~

~~Level 2~~—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable or can be substantially corroborated for the asset or liability, either directly or indirectly.

~~Level 3—Inputs to the valuation methodology are unobservable, supported by little or no market activity.~~

The Company estimates the fair value of ~~notes receivable is valued~~loans and financing receivables using Level 3 inputs under the hierarchy established by ~~GAAP and~~GAAP. Fair value is ~~calculated based on a discounted~~estimated by discounting cash ~~flow analysis,~~flows using interest rates based on management’s estimates of market interest rates on ~~mortgage notes~~loans receivable with comparable terms and credit risk whenever the interest rates on the ~~notes~~loans receivable are deemed not to be at market rates. The fair value for financing receivables does not take into consideration any residual value upon the end of the lease term. As of December 31, ~~2017~~2023 and ~~2016~~2022, the fair value of the ~~notes receivable~~loans and financing receivables was ~~$9.4~~$24.5 million and ~~$2.8~~$19.6 million, respectively.

~~F-22~~F-23

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements ~~(Continued)~~(continued)

Note 7—Mortgage Notes, Lines of Credit and Bonds Payable

As of December 31, ~~2017~~2023 and ~~2016,~~2022, the Company had the following indebtedness outstanding:


										Book
		Annual								Value of
($ in thousands)		Interest			Principal					Collateral
		Rate as of		Next	Outstanding as of					as of
	Interest	December 31,	Interest Rate	Adjustment	December 31,		December 31,		Maturity	December 31,
Loan	Payment Terms	2023	Terms	Date	2023		2022		Date	2023
Farmer Mac Bond #6	Semi-annual	3.69%	Fixed	N/A	$	13,827	$	13,827	April 2025	$	19,478
Farmer Mac Bond #7	Semi-annual	3.68%	Fixed	N/A		11,160		11,160	April 2025		8,258
Farmer Mac Facility	Monthly	6.84%	SOFR + 1.50%	N/A		30,000		75,000	December 2025		92,672
MetLife Term Loan #1	Semi-annual	5.55%	Fixed	N/A		72,585		72,623	March 2026		102,171
MetLife Term Loan #4	Semi-annual	5.55%	Fixed for 3 years	March 2026		5,756		9,880	June 2026		9,534
MetLife Term Loan #5	Semi-annual	5.63%	Fixed for 3 years	January 2026		5,179		5,179	January 2027		7,383
MetLife Term Loan #6	Semi-annual	5.55%	Fixed for 3 years	February 2026		21,726		21,726	February 2027		26,230
MetLife Term Loan #7	Semi-annual	5.87%	Fixed for 3 years	June 2026		15,434		15,699	June 2027		29,684
MetLife Term Loan #8	Semi-annual	4.12%	Fixed for 10 years	December 2027		44,000		44,000	December 2042		110,042
MetLife Term Loan #9	Semi-annual	3.20%	Fixed for 3 years	May 2024		16,800		16,800	May 2028		33,720
MetLife Term Loan #10	Semi-annual	6.36%	Fixed	N/A		48,986		48,985	October 2030		94,737
MetLife Term Loan #11	Semi-annual	2.85%	Fixed for 3 years	October 2024		12,750		12,750	October 2031		27,497
MetLife Term Loan #12	Semi-annual	3.11%	Fixed for 3 years	December 2024		14,359		14,359	December 2031		14,784
MetLife Facility	Quarterly	7.50%	SOFR + 2.10%	N/A		—		—	October 2027		112,466
Rabobank ⁽¹⁾	Semi-annual	7.16%	SOFR + 1.81%	March 2024 ⁽²⁾		45,533		59,500	March 2028		90,234
Rutledge Facility	Quarterly	7.19%	SOFR + 1.80%	April 2024 ⁽²⁾		5,000		18,000	March 2027		180,332
Total outstanding principal						363,095		439,488		$	959,222
Debt issuance costs						(2,236)		(2,613)
Unamortized premium						—		—
Total mortgage notes and bonds payable, net					$	360,859	$	436,875

Annual Interest

Book Value of

Rate as of

Principal Outstanding as of

Collateral
($ in thousands)

December 31,

December 31,

as of December 31,
Loan

Payment Terms

Interest Rate Terms

2017

2017

2016

Maturity

2017

2016
Farmer Mac Bond #1 (1)

Semi-annual interest only

2.40%

—

—

20,700

September 2017

—

30,375
Farmer Mac Bond #2 (2)

Semi-annual interest only

2.35%

—

—

5,460

October 2017

—

9,573
Farmer Mac Bond #3 (3)

Semi-annual interest only

2.50%

—

—

10,680

November 2017

—

11,192
Farmer Mac Bond #4 (4)

Semi-annual interest only

2.50%

—

—

13,400

December 2017

—

23,528
Farmer Mac Bond #5 (5)

Semi-annual interest only

2.56%

—

—

30,860

December 2017

—

56,296
Farmer Mac Bond #6

Semi-annual interest only

3.69%

3.69%

14,915

14,915

April 2025

21,688

21,096
Farmer Mac Bond #7

Semi-annual interest only

3.68%

3.68%

11,160

11,160

April 2025

18,436

18,277
Farmer Mac Bond #8A

Semi-annual interest only

3.20%

3.20%

41,700

41,700

June 2020

80,936

80,805
Farmer Mac Bond #9

Semi-annual interest only

3.35%

3.35%

6,600

6,600

July 2020

7,723

7,738
MetLife Term Loan #1 (6)

Semi-annual interest only

3.48% adjusted every three years

3.48%

90,000

90,000

March 2026

198,309

197,764
MetLife Term Loan #2

Semi-annual interest only

2.66% adjusted every three years

2.66%

16,000

16,000

March 2026

31,633

31,745
MetLife Term Loan #3

Semi-annual interest only

2.66% adjusted every three years

2.66%

21,000

21,000

March 2026

27,202

26,218
MetLife Term Loan #4 (6)

Semi-annual interest only

3.48% adjusted every three years

3.48%

15,685

15,685

June 2026

30,671

30,629
MetLife Term Loan #5

Semi-annual interest only

3.26% adjusted every three years

3.26%

8,379

—

January 2027

17,245

—
MetLife Term Loan #6

Semi-annual interest only

3.21% adjusted every three years

3.21%

27,158

—

February 2027

56,199

—
MetLife Term Loan #7

Semi-annual interest only

3.45% adjusted every three years

3.45%

21,253

—

June 2027

48,247

—
MetLife Term Loan #8

Semi-annual interest only

4.12% adjusted every three years

4.12%

44,000

—

December 2042

110,042

—
Farm Credit of Central Florida

(7)

LIBOR + 2.6875% adjusted monthly

4.26%

5,102

5,102

September 2023

10,212

9,495
Prudential

(8)

3.20%

3.20%

6,481

6,600

July 2019

11,622

11,526
Rabobank

Semi-annual interest only

LIBOR + 1.70% adjustable every three years

3.54%

66,400

—

March 2028

137,788

—
Rutledge Note Payable #1

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

2.62%

25,000

—

January 2022

46,259

—
Rutledge Note Payable #2

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

2.62%

25,000

—

January 2022

49,454

—
Rutledge Note Payable #3

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

2.62%

25,000

—

January 2022

59,339

—
Rutledge Note Payable #4

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

2.62%

15,000

—

January 2022

28,535

—
Rutledge Note Payable #5

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

2.62%

30,000

—

January 2022

69,818

—
Total outstanding principal

515,833

309,862

$
1,061,358

$
566,257
Debt issuance costs

(1,762)

(1,193)

Unamortized premium

-

110

Total mortgage notes and bonds payable, net

$
514,071

$
308,779

~~F-23~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

(1)

~~(1)~~

~~Bond was repaid in full on September 5, 2017.~~

~~(2)~~

~~Bond was repaid in full on October 23, 2017.~~

~~(3)~~

~~Bond was repaid in full on November 24, 2017.~~

~~(4)~~

~~Bond was repaid in full on December 15, 2017.~~

~~(5)~~

~~Bond was repaid in full on December 15, 2017.~~

~~(6)~~

~~During the year ended December 31, 2017 the~~The Company ~~converted the~~has an interest rate ~~on Metlife Term Loans 1 and 4 from variable to~~swap agreement with Rabobank for $33.2 million notional of fixed ~~rates~~SOFR at 2.114% until March 2026 for a ~~term~~weighted average rate of ~~three years. Once~~approximately 4.7% (see “Note 10—Hedge Accounting”). After adjusting the ~~term expires~~$33.2 million of swapped Rabobank debt as fixed rate debt, the ~~new~~ratio of floating rate ~~will be determined based on~~debt to total debt decreased from 22.2% to 13.0%.

(2)	The adjustment date included in the ~~loan agreements.~~ table above is for the spread noted under “Interest Rate Terms.”

~~(7)~~

Loan is an amortizing loan with quarterly interest payments that commenced on January 1, 2017 and quarterly principal payments that commence on October 1, 2018, with all remaining principal and outstanding interest due at maturity.

~~(8)~~

~~Loan is an amortizing loan with semi-annual principal and interest payments that commence on July 1, 2017, with all remaining principal and outstanding interest due at maturity.~~

Farmer Mac ~~Facility~~Debt

~~The Company~~As of December 31, 2023 and 2022, the Operating Partnership ~~are parties to~~had approximately $55.0 million and $100.0 million, respectively, in aggregate principal amount outstanding under the ~~Amended and Restated Bond Purchase Agreement, dated as of March 1, 2015 and amended as of June 2, 2015 and August 3, 2015~~bond purchase agreement entered into in October 2022 (the ~~“Bond Purchase Agreement”~~“Farmer Mac Facility”), with Federal Agricultural Mortgage Corporation ~~(“Farmer Mac”)~~ and its wholly owned subsidiary, Farmer Mac Mortgage Securities Corporation ~~a wholly owned subsidiary of~~(collectively, “Farmer Mac”), and $43.1 million and $0.0 million, respectively, in additional capacity available under the Farmer Mac ~~as bond purchaser (the “Purchaser”), regarding a secured note purchase facility (the “Farmer~~Facility. The Farmer Mac Facility”) that has a maximum borrowing capacity of $165.0 million. Pursuant to the Bond Purchase Agreement, the Operating Partnership may, from time to time, issue one or more bonds to the Purchaser that will bedebt is secured by ~~pools of mortgage~~ loans which ~~will,~~are, in turn, be secured by ~~first liens~~first-lien mortgages on agricultural real estate owned by wholly owned subsidiaries of the ~~Company. The mortgage loans may have effective loan-to-value~~Operating Partnership. While Farmer Mac Bond #6 and Farmer Mac Bond #7 bear fixed interest rates of ~~up to 60%~~3.69% and 3.68%, respectively, the Farmer Mac Facility bears interest of one-month term SOFR + 1.50% on drawn amounts and an unused commitment fee of 0.20%. ~~Prepayment of each bond issuance is not permitted unless otherwise agreed upon by all parties to~~In connection with the ~~Bond Purchase Agreement.~~

~~On September 5, October 23, November 24, December 15, 2017~~agreements, the Company ~~repaid $20.7 million, $5.5 million, $10.7 million and $44.3 million, respectively, in principal which was due and payable on that date, and as~~entered into a ~~result these facilities have been fully repaid.~~

~~As of December 31, 2017 and December 31, 2016,~~guaranty agreement whereby the Company ~~and~~agreed to guarantee the full performance of the Operating ~~Partnership had $74.4 million~~Partnership’s duties and ~~$155.5 million outstanding, respectively,~~obligations under the Farmer Mac ~~facility.~~debt. The Farmer Mac ~~facility~~debt is subject to the Company’s ongoing compliance with a number of customary affirmative and negative covenants, as well as ~~financial covenants, including:~~ a maximum leverage ratio of not more than 60%~~; a minimum fixed charge coverage ratio of 1.50 to 1.00; and a minimum tangible net worth requirement.~~. The Company was in compliance with all applicable covenants at December 31, ~~2017.~~

In connection with the Bond Purchase Agreement, on March 1, 2015, the Company and the Operating Partnership also entered into an amended and restated pledge and security agreement (the “Pledge Agreement”) in favor of the Purchaser and Farmer Mac, pursuant to which the Company and the Operating Partnership agreed to pledge, as collateral for the Farmer Mac Facility, all of their respective right, title and interest in (i) mortgage loans with a value at least equal to 100% of the aggregate principal amount of the outstanding bond held by the Purchaser and (ii) such additional collateral as necessary to have total collateral with a value at least equal to 110% of the outstanding notes held by the Purchaser.2023. In addition, ~~the Company agreed to guarantee the full performance of the Operating Partnership’s duties and obligations under the Pledge Agreement~~.

The Bond Purchase Agreement and the Pledge Agreement include customary events of default, the occurrence of any of which, after any applicable cure period, would permit the Purchaser and Farmer Mac to, among other things, accelerate payment of all amounts outstanding under the Farmer Mac Facility, ~~and to exercise its remedies with respect to the pledged collateral, including foreclosure and sale of the agricultural real estate underlying the pledged mortgage loans.~~

~~F-24~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~MetLife Term Loans~~

~~On March 29, 2016, five wholly owned subsidiaries of~~ the Operating Partnership entered into a loan agreement (the “First MetLife Loan Agreement” and together with the Second MetLife Loan Agreement, Fifth MetLife Loan Agreement, Sixth MetLife Loan Agreement, Seventh MetLife Loan Agreement and Eigth MetLife Loan Agreement (described below), the “MetLife Loan Agreements” )) with Metropolitan Life Insurance Company (“MetLife”),may request that Farmer Mac purchase additional bonds up to an additional $200.0 million, which provides for a total of $127.0 million of term loans, comprised of (i) a $90.0 million term loan (“Term Loan 1”), (ii) a $16.0 million term loan (“Term Loan 2”) and (iii) a $21.0 million term loan (“Term Loan 3” and, together with Term Loan 1 and Term Loan 2, the “Initial Farmer Mac may approve at its sole discretion.

MetLife Term ~~Loans”~~Debt

As of December 31, 2023 and ~~together with Term Loan 4, Term Loan 5, Term Loan 6~~2022, the Company had $257.6 million and ~~Term Loan 7 (described below), the “MetLife Term Loans”). The proceeds of the Initial MetLife Term Loans were used to repay existing debt (including amounts~~$262.0 million in aggregate principal amount outstanding, respectively, under the ~~Bridge Loan), to acquire additional properties~~credit agreements between MetLife and ~~for general corporate purposes. Each Initial MetLife Term Loan is collateralized by first lien mortgages on~~ certain of the Company’s ~~properties.~~

~~On June 29, 2016, five wholly owned~~ subsidiaries of the Operating Partnership entered into a loan agreement (the “Second MetLife Loan Agreement”) with MetLife which provides for a loan of approximately $15.7 million to the Company with a maturity date of June 29, 2026 (“Term Loan 4”). Interest on Term Loan 4 is payable semi-annually and accrues at a floating rate that will be adjusted quarterly to a rate per annum equal to the greater of (a) the three-month LIBOR plus an initial floating rate spread of 1.750%, which may be adjusted by MetLife on each of September 29, December 29, March 29 and June 29 of each year or (b) to an interest rate equal to the greater of (a) the three month LIBOR plus the floating rate spread or (b) 2.00% per annum. Term Loan 4 initially bore interest at a rate of 2.39% per annum until September 29, 2016, and on September 29, 2016 the rate changed to 2.60% per annum. Effective March 29, 2017, the Company exercised its option to convert the interest rate on Term Loan 4 from a floating rate to an adjustable rate. The new adjustable rate is 3.48% which may be adjusted by MetLife on each of March 29, 2020 and March 29, 2023. Proceeds from Term Loan 4 were used to acquire additional properties and for general corporate purposes.

Interest on Term Loan 1 is payable semi-annually and accrues at a floating rate that will be adjusted quarterly to a rate per annum equal to the greater of (a) the three-month LIBOR plus an initial floating rate spread of 1.750%, which may be adjusted by MetLife on each of March 29, 2019, March 29, 2022 and March 29, 2025 to an interest rate consistent with interest rates quoted by MetLife for substantially similar loans secured by real estate substantially similar to the Company’s properties securing Term Loan 1 or (b) 2.000% per annum. Term Loan 1 bore interest at a rate of 2.40% per annum until September 29, 2016, and on September 29, 2016 the rate changed to 2.60% per annum. Effective March 29, 2017, the Company exercised its option to convert the interest rate on Term Loan 4 from a floating rate to an adjustable rate. The new adjustable rate is 3.48%, which may be adjusted by MetLife on each of March 29, 2020 and March 29, 2023. Subject to certain conditions, the Company may at any time during the term of Term Loan 1 elect to have all or any portion of the unpaid balance of Term Loan 1 bear interest at a fixed rate that is initially established by the lender in its sole discretion that may be adjusted from time to time to an interest rate consistent with interest rates quoted by MetLife for substantially similar loans secured by real estate substantially similar to the Company’s properties securing Term Loan 1. On any floating rate adjustment date, the Company may prepay any portion of Term Loan 1 that is not subject to a fixed rate without penalty.

Interest on Term Loan 2 and Term Loan 3 is payable semi-annually and accrues at an initial rate of 2.66% per annum, which may be adjusted by MetLife on each of March 29, 2019, March 29, 2022 and March 29, 2025 to an interest rate consistent with interest rates quoted by MetLife for substantially similar loans secured by real estate substantially similar to the Company’s properties securing Term Loan 2 and Term Loan 3.

Subject to certain conditions, amounts outstanding under Term Loan 2 and Term Loan 3, as well as any amounts outstanding under Term Loan 1 that are subject to a fixed interest rate, may be prepaid without penalty up to 20% of the original principal amounts of such loans per year or in connection with any rate adjustments. Any other prepayments under the Initial MetLife Term Loans generally are subject to a minimum prepayment premium of 1.00%.

~~F-25~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

In connection with the Initial MetLife Term Loans, on March 29, 2016, the Company and the Operating Partnership each entered into a separate guaranty (the “Initial MetLife Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the First MetLife Loan Agreement.

In connection with the Term Loan 4, on June 29, 2016, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 4 Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Second MetLife Loan Agreement.

On January 12, 2017, five wholly owned subsidiaries of the Operating Partnership entered into a loan agreement (the “Fifth MetLife Loan Agreement”) with MetLife which provides for a loan of approximately $8.4 million to the Company with a maturity date of January 12, 2027 (“Term Loan 5”). Interest on Term Loan 5 is payable semi-annually and accrues at a 3.26% per annum fixed rate, and may be adjusted by MetLife on each of January 12, 2020, January 12, 2023 and January 12, 2026 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 5 were used to acquire additional properties and for general corporate purposes.

In connection with the Term Loan 5, on January 12, 2017, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 5 Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Fifth MetLife Loan Agreement.

On February 14, 2017, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “Sixth MetLife Loan Agreement”) with MetLife which provides for a loan of approximately $27.2 million to the Company with a maturity date of February 14, 2027 (“Term Loan 6”). Interest on Term Loan 6 is payable semi-annually and accrues at a 3.21% per annum fixed rate, and may be adjusted by MetLife on each of February 14, 2020, February 14, 2023 and February 14, 2026 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 6 were used to acquire additional properties.

In connection with the Term Loan 6, on February 14, 2017, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 6 Guaranties) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Sixth MetLife Loan Agreement.

On June 7, 2017, a wholly owned subsidiary of the Operating Partnership, entered into a loan agreement (the “Seventh MetLife Loan Agreement”) with MetLife which provides for a loan of approximately $21.3 million to the Company with a maturity date of June 7, 2027 (“Term Loan 7”). Interest on Term Loan 7 is payable semi-annually and accrues at a 3.45% per annum fixed rate, and may be adjusted by MetLife on each of June 7, 2020, June 7, 2023 and June 7, 2026 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 7 were used to acquire additional properties.

In connection with the Term Loan 7, on June 7, 2017, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 7 Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Seventh MetLife Loan Agreement.

On November 30, 2017, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “Eighth MetLife Loan Agreement”) with MetLife which provides for a loan of approximately $44.0 million to the Company with a maturity date of December 5, 2042 (“Term Loan 8”). Interest on Term Loan 8 is payable semi-annually and accrues at a 4.12% per annum fixed rate, and may be adjusted by MetLife on each of December 5, 2027 and December 5, 2037 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 8 were used to acquire additional properties.

~~F-26~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

In connection with the Term Loan 8, on December 5, 2017, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 8 Guaranties” and, together with the Initial MetLife Guaranties, the Term Loan 4 Guaranties, the Term Loan 5 Guaranties, the Term Loan 6 Guaranties and the Term Loan 7 Guaranties,(collectively, the “MetLife ~~Guaranties”~~credit agreements”) ~~whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Eighth MetLife Loan Agreement.~~

. Each of the MetLife ~~Loan Agreements~~credit agreements contains a number of customary affirmative and negative covenants, including the requirement to maintain a loan to value ratio of no greater than 60%.

The Company also has a $75.0 million credit facility with MetLife ~~Guaranties also contain~~that provides the Company with access to additional liquidity on a ~~number~~revolving credit basis at a floating rate of ~~customary affirmative~~interest equal to SOFR plus 210 basis points. As of December 31, 2023, no amounts had been borrowed and ~~negative covenants. The~~all $75.0. million remained available under the senior secured revolving line of credit entered into by the Operating

F-24

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Partnership with MetLife in October 2022 (the “MetLife Facility”). As of December 31, 2023, the Company was in compliance with all covenants under the MetLife credit agreements and MetLife guarantees.

On each adjustment date for MetLife Term Loans as#1-10, MetLife may, at its option, adjust the rate of interest to any rate of interest determined by MetLife consistent with rates for substantially similar loans secured by real estate substantially similar to the collateral. For MetLife Term Loan #11, the interest rate will be adjusted to the greater of the three-year U.S. treasury rate plus 2.20% or 2.85%. For MetLife Term Loan #12, the interest rate will be adjusted to the greater of the three-year U.S. treasury rate plus 2.10% or 2.75%. At the time of rate adjustment, the Company may make a prepayment equal to the unpaid principal balance for each of the MetLife loans. Otherwise, the Company may make a prepayment equal to 20% to 50% of the unpaid principal balance (depending on the tranche of debt) during a calendar year without penalty.

Rabobank Mortgage Note

As of December 31, ~~2017.~~

~~Each of the MetLife Loan Agreements includes certain customary events of default, including a cross-default provision related to other outstanding indebtedness of the borrowers,~~2023 and 2022, the Company and the Operating Partnership ~~the occurrence of which, after any applicable cure period, would permit MetLife, among other things, to accelerate payment of all amounts~~had $45.5 million and $59.5 million in aggregate principal amount outstanding, respectively, under ~~the MetLife Term Loans and to exercise its remedies~~a mortgage note with ~~respect to the pledged collateral, including foreclosure and sale of the Company’s properties that collateralize the MetLife Term Loans.~~

~~Farm Credit of Central Florida Mortgage Note~~

On August 31, 2016, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “Farm Credit Mortgage Note”) with Farm Credit of Central Florida (“Farm Credit”) which provides for a loan of approximately $8.2 million to the Company with a maturity date of September 1, 2023. As of December 31, 2017 and December 31, 2016, approximately $5.1 million had been drawn down under ~~the Farm Credit Mortgage Note~~. Interest on Farm Credit Mortgage Note is payable quarterly and accrues at a floating rate that will be adjusted monthly to a rate per annum equal to the one-month LIBOR plus 2.6875%, which is subject to adjustment on the first day of September 2016, and on the first day of each month thereafter. Principal is payable quarterly commencing on October 1, 2018, with all remaining principal and outstanding interest due at maturity. Proceeds from the Farm Credit Mortgage Note are to be used for the development of additional properties.

The Farm Credit Mortgage Note contains a number of customary affirmative and negative covenants, as well as a covenant requiring the Company to maintain a debt service coverage ratio of 1.25 to 1.00 beginning on December 31, 2019. The Company was in compliance with all covenants under the Farm Credit of Central Florida Mortgage Notes as of December 31, 2017.

~~Prudential Note~~

On December 21, 2016, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement with The Prudential Insurance Company of America (“Prudential”) which provides for a loan of approximately $6.6 million to the Company with a maturity date of July 1, 2019 (the “Prudential Note”). Interest on the Prudential Note is payable in cash semi-annually and accrues at a fixed rate of 3.20% per annum. Proceeds from the Prudential Note were used for the acquisition of additional properties.

Beginning on December 21, 2017, the Prudential Note requires the Company to maintain a loan to value no greater than 60%. The Company was in compliance with all covenants under the Prudential Note as of December 31, 2017.

~~Rutledge Credit Facilities~~

Upon closing of the AFCO Mergers, by virtue of AFCO OP becoming a subsidiary of the Company, the Company assumed AFCO’s outstanding indebtedness under four loan agreements (the “Existing Rutledge Loan Agreements”) between AFCO OP and Rutledge Investment Company (“Rutledge”), which are further described below:

~~F-27~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

Loan Agreement, dated as of December 5, 2013, with respect to a $25 million senior secured credit facility bearing interest at an annual rate of 3 month LIBOR plus 1.3%. The loan agreement requires AFCO OP to make quarterly interest payments on April 1, July 1, October 1 and January 1 of each calendar year. Additionally, the loan agreement requires AFCO OP to pay a quarterly non-usage fee equal to 0.25% per annum of the committed loan amount minus the average outstanding principal balance of the loan amount over the prior three-month period.

Loan Agreement, dated as of January 14, 2015, with respect to a $25 million senior secured credit facility bearing interest at an annual rate of 3 month LIBOR plus 1.3%. The loan agreement requires AFCO OP to make quarterly interest payments on April 1, July 1, October 1 and January 1 of each calendar year. Additionally, the loan agreement requires AFCO OP to pay a quarterly non-usage fee equal to 0.25% per annum of the committed loan amount minus the average outstanding principal balance of the loan amount over the prior three-month period.

Loan Agreement, dated as of August 18, 2015, with respect to a $25 million senior secured credit facility bearing interest at an annual rate of 3 month LIBOR plus 1.3%. The loan agreement requires AFCO OP to make quarterly interest payments on April 1, July 1, October 1 and January 1 of each calendar year. Additionally, the loan agreement requires AFCO OP to pay a quarterly non-usage fee equal to 0.25% per annum of the committed loan amount minus the average outstanding principal balance of the loan amount over the prior three-month period.

Loan Agreement, dated as of December 22, 2015, with respect to a $15 million senior secured credit facility bearing interest at an annual rate of 3 month LIBOR plus 1.3%. The loan agreement requires AFCO OP to make quarterly interest payments on April 1, July 1, October 1 and January 1 of each calendar year. Additionally, the loan agreement requires AFCO OP to pay a quarterly non-usage fee equal to 0.25% per annum of the committed loan amount minus the average outstanding principal balance over the loan amount of the prior three-month period.

In connection with the completion of the AFCO Mergers, on February 3, 2017, AFCO OP, in its capacity as a wholly owned subsidiary of the Company and the Operating Partnership, and Rutledge entered into the Second Amendment (the “Rutledge Amendment”) to the Existing Rutledge Loan Agreements. Pursuant to the Rutledge Amendment, among other things, the maturity dates for each of the Existing Rutledge Loan Agreements were extended to January 1, 2022 and the aggregate loan value under the Existing Rutledge Loan Agreements may not exceed 50% of the appraised value of the collateralized properties. Certain AFCO properties acquired by the Company in the Mergers serve as collateral under the Existing Rutledge Loan Agreements.

On February 3, 2017, the Company and the Operating Partnership each entered into guaranty agreements (the “Existing Loan Guarantees”) pursuant to which they unconditionally guarantee the obligations of AFCO OP under the Existing Rutledge Loan Agreements.

In addition, in connection with the closing of the AFCO Mergers, on February 3, 2017, AFCO OP entered into a fifth loan agreement with Rutledge Investment Company (the “Fifth Rutledge Loan Agreement” and together with the Existing Rutledge Loan Agreements, as amended, the “Rutledge Loan Agreements”), with respect to a senior secured credit facility in the aggregate amount of $30.0 million, with a maturity date of January 1, 2022 and an annual interest rate of the 3 month LIBOR plus 1.3%. The Fifth Rutledge Loan Agreement requires AFCO OP to make quarterly interest payments. Additionally, the Fifth Rutledge Loan Agreement contains certain customary affirmative and negative covenants, including (i) AFCO OP must pay a quarterly non-usage fee equal to 0.25% of the committed loan amount minus the average outstanding principal balance of the loan amount during the prior three-month period, (ii) AFCO OP must maintain a leverage ratio of 60% or less and (iii) the aggregate amounts outstanding under all of the Rutledge Loan Agreements may not exceed 50% of the aggregate appraised value of the properties serving as collateral under the Rutledge Loan Agreements.

On February 3, 2017, the Company and the Operating Partnership each entered into separate guarantees (the “Fifth Loan Guarantees” and together with the Existing Loan Guarantees, the “Guarantees”) whereby they are required to unconditionally guarantee AFCO OP’s obligations under the Fifth Rutledge Loan Agreement. As of December 31, 2017 $0 remains available under this facility.

~~F-28~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~As of December 31, 2017, the Company was in compliance with all covenants under the Rutledge Loan Agreements.~~

Rabobank ~~Mortgage Note~~

~~On December 15, 2017, the Company, the Operating Partnership and five wholly owned subsidiaries of the operating partnership entered into a loan agreement~~ (the “Rabobank Mortgage Note”) with Rabo Agrifinance LLS (“Rabo”) which provides for a loan of approximately $66.4 million to the Company with a maturity date of March 1, 2028. Interest on the Rabobank Mortgage Note is payable semi annually and accrues at a floating rate that will be adjusted monthly to a rate per annum equal to the six-month LIBOR plus 1.70% which is subject to adjustment on the first day of March 2020, 2022, 2024 and 2026. Principal is payable annually commencing on March 1, 2024, with all remaining principal and outstanding interest due at maturity. Proceeds from the Rabobank Mortgage Note were used for the retirement of debt under the Farmer Mac Bonds.. The Company was in compliance with all covenants under the Rabobank Mortgage Note as of December 31, ~~2017.~~2023.

~~Bridge Loan~~Rutledge Facility

On February 29, 2016, two wholly owned subsidiaries of the Operating Partnership (together, the “Bridge Borrower”) entered into a term loan agreement (the “Bridge Loan Agreement”) with MSD FPI Partners, LLC, an affiliate of MSD Partners, L.P. (the “Bridge Lender”), that provided for a loan of $53.0 million (the “Bridge Loan”), the proceeds of which were used primarily to fund the cash portion of the consideration for the acquisition of the Forsythe farms, which was completed on March 2, 2016. During the year ended December 31, 2016, the Company accrued and paid debt issuance costs on the Bridge Loan totaling $173,907, and interest totaling $2,271,867, of which $2,120,000, or 4.0%, of the Bridge Loan's principal amount, was con~~sidered additional interest paid on issuance. The Bridge Loan was paid in full, including accrued interest, and without prepayment penalty, on March 29, 2016 using proceeds from the MetLife Term Loans.~~

~~Aggregate Maturities~~

As of December 31, ~~2017,~~2023 and 2022, the Company and the Operating Partnership had $5.0 million and $18.0 million in aggregate principal amount, respectively, outstanding under a credit agreement with Rutledge Investment Company (“Rutledge”) referred to herein as the Rutledge Facility. Each February, the facility size decreases by 2.5% of original total facility size. As a result of that decrease, in addition to further reductions in connection with the disposition of certain properties that served as collateral for the Rutledge Facility, the total facility size was $88.0 million as of December 31, 2023. As of December 31, 2023, $83.0 million remained available under this facility and the Company was in compliance with all covenants under the loan agreements relating to the Rutledge Facility.

The interest rate for the credit facility is based on three-month SOFR, plus an applicable margin. The applicable margin for the credit facility is 1.80% to 2.25%, depending on the applicable pricing level in effect. As of April 1, 2023, the applicable margin is 1.80%. Generally, the Rutledge Facility contains terms consistent with the Company’s prior loans with Rutledge, including, among others, the representations and warranties, affirmative, negative and financial covenants and events of default.

In connection with the Rutledge agreement, the Company and the Operating Partnership each entered into separate guarantees whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee the obligations under the Rutledge Facility (the “Rutledge guarantees”). The Rutledge guarantees contain a number of customary affirmative and negative covenants.

LIBOR

On July 1, 2023, the Rabobank Mortgage Note, the Company’s only remaining indebtedness with a maturity date beyond 2023 that had exposure to LIBOR, was converted to a SOFR-based instrument. Accordingly, as of December 31, 2023, the Company did not have any indebtedness with a maturity date beyond 2023 that has exposure to LIBOR.

Debt Issuance Costs

Costs incurred by the Company in obtaining debt are deducted from the face amount of mortgage notes and bonds payable. Debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the respective terms of the related indebtedness. Any unamortized amounts upon early repayment of mortgage notes payable are written off in the period in which repayment occurs. Fully amortized deferred financing fees are removed from the balance sheet upon maturity or repayment of the underlying debt. Accumulated amortization of deferred financing fees was $1.9 million and $1.2 million as of December 31, 2023 and 2022, respectively.

F-25

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Aggregate Maturities

As of December 31, 2023, aggregate maturities of long-term debt for the succeeding years are as follows:

($ in thousands)

Year Ending December 31,

Future Maturities
2018

$
306
2019

6,518
2020

48,575
2021

274
2022

120,274
Thereafter

339,886

$
515,833


($ in thousands)
Year Ending December 31,	Future Maturities
2024	$	2,100
2025		57,087
2026		80,441
2027		49,439
2028		53,933
Thereafter		120,095
	$	363,095

Fair Value

The fair value of the mortgage notes payable is valued using Level 3 inputs under the hierarchy established by GAAP and is calculated based on a discounted cash flow analysis, using interest rates based on management’s estimates of market interest rates on long-term debt with comparable terms whenever the interest rates on the mortgage notes payable are deemed not to be at market rates. As of December 31, ~~2017~~2023 and ~~2016,~~2022, the fair value of the mortgage notes payable was ~~$512.8~~$349.1 million and ~~$300.1~~$405.0 million, respectively.

Note 8—Commitments and Contingencies

The Company is not currently subject to any known material contingencies arising from its business operations, nor to any material known or threatened ~~litigation.~~litigation other than as discussed below.

Office Leases

The Company has five leases in place for office space with payments ranging between $800 and $13,711 per month and lease terms expiring between November 2024 and November 2025. Beginning in 2020, the Company recognized right of use assets and related lease liabilities in the consolidated balance sheets. The Company estimated the value of the lease liabilities using discount rates ranging from 3.35% to 7.56%, equivalent to the rates we would pay on a secured borrowing with similar terms to the lease at the inception of the lease. Options to extend the lease are excluded in our minimum lease terms unless the option is reasonably certain to be exercised. Our total lease cost for the years ended December 31, 2023 and 2022 was $0.23 million and $0.24 million, respectively. Minimum annual rental payments under these operating leases, reconciled to the lease liability included in our consolidated balance sheets, are as follows (in thousands):


($ in thousands)	Future rental
Year Ending December 31,	payments
2024	$	247
2025		205
2026		—
2027		—
2028		—
Thereafter		—
Total lease payments		452
Less: imputed interest		(53)
Lease liability	$	399

Litigation

On July 2, 2021, the Company filed a complaint against First Sabrepoint Capital Management, LP, Sabrepoint Capital Partners, LP, Sabrepoint Capital Participation, LP, George Baxter, and Donald Marchiony (collectively, “Sabrepoint”) in the Civil District Courts of Dallas County, Texas seeking relief for their role, as alleged in the complaint, in the previously disclosed 2018 “short and distort” scheme to profit from an artificial decline in our stock price. Certain Sabrepoint defendants had prevailed previously on a motion to dismiss the case against them in the Rota Fortunae action in the United State District Court for the District of Colorado (where the state case had been removed) solely on personal jurisdiction grounds. On December 17, 2021, the Company's claims against Sabrepoint in

~~F-29~~F-26

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements ~~(Continued)~~(continued)

~~In April 2015,~~Texas were dismissed by the trial court, which granted (i) Sabrepoint's motion for summary judgment on collateral estoppel grounds, and (ii) motion to dismiss pursuant to the Texas Citizens Participation Act (“TCPA”). On March 21, 2022, after the Company filed a notice signaling an intent to appeal both orders, the Court of Appeals for the Fifth District of Texas (the “Court of Appeals”) entered ~~into~~an order declaring the trial court's TCPA order “VOID because the motion was denied by operation of law….” Accordingly, the Company narrowed its appeal to the trial court's grant of summary judgment. On January 26, 2022, Sabrepoint filed a ~~lease agreement~~motion for ~~office space.~~attorney's fees relating to the defense of that action. The ~~lease expires July 31, 2019.~~trial court granted the motion for certain fees claimed by Sabrepoint as relating to its pursuit of its TCPA motion, but as noted above, the Court of Appeals subsequently overturned the TCPA order that formed the basis of Sabrepoint’s fee request, mooting the motion and the Court’s order on the same. On June 30, 2023, the Court of Appeals granted the Company’s appeal, determining that the Company’s claims against Sabrepoint are not barred, reversing the trial court and remanding the case for further proceedings on the merits. On October 13, 2023, Sabrepoint filed a Petition for Review with the Texas Supreme Court, requesting the court to review the Court of Appeals’ decision. The ~~lease commenced June 1, 2015~~Company filed a response to the Sabrepoint Petition for Review with the Texas Supreme Court on December 27, 2023, and ~~had~~Sabrepoint filed a reply in support of its petition on January 25, 2024. On February 16, 2024, the Texas Supreme Court requested a briefing on the merits. The petition is now fully briefed and pending a decision from the court. The Company remains confident that it will ultimately be permitted to proceed with its claims against Sabrepoint.

Repurchase Options

For certain of the Company’s acquisitions, the seller retains the option to repurchase the property at a future date for a price, which is calculated based on an ~~initial monthly payment~~appreciation factor over the original purchase price plus the value of ~~$10,032, which increased to $10,200 in June 2016 and $10,366 in June 2017, with annual increases thereafter.~~improvements on the property, that, at the time of the acquisition, the Company expected would be at or above the property’s fair market value at the exercise date. As of December 31, ~~2017, future minimum lease~~2023, the Company had an approximate aggregate net book value of $5.1 million related to assets with unexercised repurchase options, and $15.7 million related to assets with exercised repurchase options. On September 4, 2020, the seller of one such property exercised its right to repurchase approximately 2,860 acres in South Carolina, for which the Company has received non-refundable payments ~~are~~totaling $3.5 million as ~~follows:~~of December 31, 2023. The Company is scheduled to receive a series of non-refundable payments until the closing date, which is currently scheduled to take place on or before January 15, 2025.

($ in thousands)

Future Rental
Year Ending December 31,

Payments
2018

$
126
2019

74
2020

—
2021

—
2022 and beyond

—

$
200

~~A sale of any~~Employee Retirement Plan

Effective February 1, 2022, the Company amended the Murray Wise Associates 401(k) Profit Sharing Plan and Trust to make it available to all eligible employees of the ~~38 farms and three grain storage facilities (the “Contributed Properties”)~~ ~~formerly owned by~~ ~~FP Land LLC, a Delaware limited liability company (“FP Land”,~~ ~~which was merged with and into the~~Company under revised Farmland Partners Operating Partnership, concurrently with the completion of the Company’s IPO, upon which time the Operating Partnership succeeded to the business and operations of FP Land, including FP Land’s 100% fee simple interest in the Contributed Properties), that would not provide continued tax deferral to Pittman Hough FarmsLP 401(k) Plan (the “FPI 401(k) Plan”). The FPI 401(k) Plan is contractually restricted until the fifth (with respect to certain properties) or seventh (with respect to certain other properties) anniversary of the completion of the formation transactions, on April 16, 2014. Furthermore, if any such sale or defeasance is foreseeable, the Company is required to notify Pittman Hough Farms and to cooperate with it in considering strategies to defer or mitigate the recognition of gain under the Code by any of the equity interest holders of the recipient of the Common units.

a defined contribution plan for substantially all employees. The Company has ~~entered into~~elected a ~~number of lease agreements~~“safe harbor” plan in which the Company ~~agreed~~plans to ~~incur expenditures for capital improvements for a number~~make contributions which are determined and authorized by the Board of ~~farms.~~Directors each plan year. As is customary, the Company retains the right to amend the FPI 401(k) Plan at its discretion. The Company ~~will receive increased rents upon completion~~made safe harbor contributions of ~~these capital improvements. As of~~$0.1 million and $0.2 million, respectively, during the years ended December 31, ~~2017, future capital commitments associated with the capital improvements are as follows:~~2023 and 2022.

($ in thousands)

Future Capital
Year Ending December 31,

Commitments
2018

$
3,578
2019

—
2020

—
2021

—

$
3,578

As of December 31, 2017 the Company had three properties under contract in South Carolina, North Carolina and Nebraska. The South Carolina farm acquisition closed on January 30, 2018, the North Carolina farm acquisition closed on January 12, 2018 and the Nebraska farm acquisition closed on January 11, 2018. All farms were acquired using cash, total consideration was $27.0 million.

~~See “Note 11—Subsequent Events” for properties put under contract subsequent to December 31, 2017.~~

Note 9—Stockholders’ Equity and Non-controlling Interests

~~On July 21, 2015,~~Non-controlling Interest in Operating Partnership

FPI consolidates the Company completed an underwritten public offering, pursuant to which the Company sold 3.0 million shares of common stock, and upon the underwriter’s partial exercise of their option to purchase additional shares, issued an additional 360,000 shares at a price per share of $11.00 and generated gross proceeds of $37.0 million. The aggregate net proceeds to the Company, after deducting the underwriting discount and commissions and expenses payable by the Company, were $34.6 million.

~~F-30~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

On September 15, 2015, the Company entered into equity distribution agreements and filed a prospectus supplement under which it may sell shares of common stock having an aggregate gross sales price of up to $25.0 million through an “at-the-market” equity offering program. The offering is being made pursuant to a shelf registration statement on Form S-3 that was declared effective by the Securities and Exchange Commission on May 14, 2015.Operating Partnership. As of December 31, ~~2016 1.0 million shares had been issued under the program for a net consideration of $11.0 million.~~

~~On November 30, 2016, the Company agreed to sell 3.1 million shares of its common stock at a $0.01 par value per share, at a public offering price of $11.25 per share~~2023 and ~~generated gross proceeds of $33.3 million. The aggregate net proceeds to the Company, after deducting fees payable by the Company, were $32.9 million. Pursuant to the terms~~2022, FPI owned 97.6% and 97.8% of the ~~Underwriting Agreement,~~outstanding interests, respectively, in the ~~Company granted~~Operating Partnership, and the ~~Underwriters a 30-day option to purchase up to an additional 0.5 million shares~~remaining 2.4% and 2.2% interests, respectively, are held in the form of common stock, which was not exercised. The common stock was offered and sold pursuant to a prospectus supplement, dated November 30, 2016, and a base prospectus, dated May 14, 2015 relating to the Company’s effective shelf registration statement on Form S-3.

~~As of December 31, 2017 and 2016, the Company had 38.0 million and 23.0 million, respectively, fully diluted outstanding shares, including~~ Common units and ~~restricted shares of common stock.~~

~~Non-controlling Interest~~comprise non-controlling interests in ~~Operating Partnership~~

~~The Company consolidates its Operating Partnership, a majority-owned partnership. As of December 31, 2017,~~ the ~~Company owned 87.6% of the outstanding Common units and the remaining 12.4% of the Common units are included in non-controlling interest in~~ Operating Partnership on the consolidated balance sheets. The non-controlling interests in the Operating Partnership consist of both the Common units and the Series A preferred units held by third parties.

Common Units in Operating Partnership, OP Units

On or after 12 months ~~after~~of becoming a holder of ~~Class A~~ Common units, unless the terms of an agreement with such Common unitholder dictate otherwise, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the ~~partnership agreement~~Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreement”), to tender for redemption all or a portion of such Common units in exchange for cash, or in the Company’s sole discretion, for shares of the Company’s common stock on a one-for-one basis. If cash is paid in satisfaction of a redemption request, the amount will be equal to the number of tendered units multiplied by the fair market value ~~of a~~per share of the Company’s common stock on the date of the redemption notice (determined in accordance with, and subject to adjustment under, the terms of the ~~partnership agreement of~~Partnership Agreement). Any redemption request must be satisfied by the Operating Partnership), unless the terms of such units or a separate agreement entered into between the Operating Partnership and the holder of such units provide that they do not have a right of redemption or provide for a shorter or longer period before such holder may exercise such right of redemption or impose conditionsCompany on ~~the exercise of such right of redemption. On~~ or before the close of business on the tenth business day after the Company receives a

F-27

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

notice of ~~redemption,~~redemption. During the year ended December 31, 2023, the Company may, as the parent of the general partner, in its sole and absolute discretion, but subject to the restrictions on the ownership of common stock imposed under the Company’s charter and the transfer restrictions and other limitations thereof, elect to acquire some or all of the tenderedredeemed 34,000 Common units in exchange for cash orof approximately $0.4 million. During the year ended December 31, 2022, the Company issued 120,000 shares ~~of the Company’s common stock, based on an exchange ratio of one share~~ of common stock upon the redemption of 120,000 Common units that had been tendered for ~~each Common unit (subject to anti-dilution adjustments provided in the partnership agreement). As of December 31, 2017, there~~redemption. There were ~~3.6~~approximately 1.2 million and 1.2 million outstanding Common units eligible to be tendered for ~~redemption.~~redemption as of December 31, 2023 and 2022, respectively.

If the Company gives the limited partners notice of its intention to make an extraordinary distribution of cash or property to its stockholders or effect a merger, a sale of all or substantially all of its assets or any other similar extraordinary transaction, each limited partner may exercise its right to tender its Common units for redemption, regardless of the length of time such limited partner has held its Common units.

Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem ~~the~~ Common units for shares of common stock. When a Common unit is redeemed, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased.

~~F-31~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

The Operating Partnership intends to continue to make distributions on each Common unit in the same amount as those paid on each share of ~~the Company’s~~FPI’s common stock, with the distributions on the Common units held by ~~the Company~~FPI being utilized to ~~make distributions~~pay dividends to ~~the Company’s~~FPI’s common stockholders.

Pursuant to the consolidation accounting standard with respect to the accounting and reporting for non-controlling interest changes and changes in ownership interest of a subsidiary, changes in parent’s ownership interest when the parent retains controlling interest in the subsidiary should be accounted for as equity transactions. The carrying amount of the non-controlling interest shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent. ~~As a result of equity transactions including and subsequent to the IPO, changes~~Changes in the ownership percentages between the Company’s stockholders’ equity and non-controlling interest in the Operating Partnership ~~occurred during the three years ended December 31, 2017. To reflect these changes, adjustments were made~~resulted in a decrease and an increase to ~~increase / (decrease)~~ the non-controlling interest in the Operating Partnership by ~~$2.7 million,~~less than ($~~3.4)~~0.1) million and ~~($0.8)~~$0.8 million during the years ended December 31, ~~2017, 2016~~2023 and ~~2015~~2022, respectively, with the corresponding offsets to additional paid-in capital.

Redeemable ~~Non-controlling Interest in Operating Partnership,~~ ~~Class A Common Units~~

On June 2, 2015, the Company issued 2.0 million Common units in conjunction with an asset acquisition. Beginning on June 2, 2016, the Common units became eligible to be tendered for redemption for cash, or at the Company’s option, for shares of common stock on a one for one basis. In connection with its annual meeting of stockholders held on May 25, 2016, the Company obtained stockholder approval to issue shares of its common stock upon the redemption of 0.9 million of the Common units (the “Excess Units”). Prior to such stockholder approval, the Company would have been required to redeem the Excess Units for cash. As the tender for redemption of the Excess Units for shares of common stock was outside of the control of the Company until May 25, 2016, these units were accounted for as mezzanine equity on the consolidated balance sheets as of December 31, 2015. After the redemption became within the control of the Company these excess units formed part of the non-controlling interests in the Operating Partnership. The Company elected to accrete the change in redemption value of the Excess Units subsequent to issuance and during the respective 12-month holding period, after which point the units were marked to redemption value at each reporting period.

~~Redeemable Non-controlling~~Non-Controlling Interests in Operating Partnership, Series A ~~preferred units~~Preferred Units

On March 2, 2016, the sole general partner of the Operating Partnership entered into Amendment No. 1 (the “Amendment”) to the Partnership Agreement in order to provide for the issuance, and the designation of the terms and conditions, of the Series A preferred units. ~~Under~~Pursuant to the Amendment, among other things, each Series A preferred unit has a $1,000 liquidation preference and is entitled to receive cumulative preferential cash distributions at a rate of 3.00% per annum of the $1,000 liquidation preference, which is payable annually in arrears on January 15 of each year or the next succeeding business day. The cash distributions are accrued ratably over the year and credited to redeemable non-controlling interest in ~~operating partnership, Series A~~the Operating Partnership, preferred units on the balance sheet with the offset recorded to ~~additional paid-in capital.~~retained earnings. On March 2, 2016, ~~0.1 million~~117,000 Series A preferred units were issued as partial consideration in the ~~Forsythe farm~~ acquisition ~~(See “Note 5—Real Estate”).~~of a portfolio of Illinois farms. Upon any voluntary or involuntary liquidation or dissolution, the Series A preferred units are entitled to a priority distribution ahead of Common units in an amount equal to the liquidation preference plus an amount equal to all distributions accumulated and unpaid to the date of such cash distribution. ~~Total~~On May 19, 2022, the Company redeemed 5,000 Series A preferred units for $5.0 million plus accrued distributions for an aggregate of $5.1 million in cash. On September 1, 2022, the Company redeemed an additional 5,000 Series A preferred units for $5.0 million plus accrued distributions for an aggregate of $5.1 million in cash. On May 31, 2023, the Company redeemed 8,000 Series A preferred units for $8.0 million plus accrued distributions for an aggregate of $8.1 million in cash. As of December 31, 2023, 99,000 Series A preferred units were outstanding. The total liquidation value of such ~~Series A~~ preferred units as of December 31, ~~2017~~2023 and 2022 was ~~$120.5~~$102.0 million and $110.2 million, respectively, including accrued distributions.

On or after ~~March 2,~~February 10, 2026 ~~the tenth anniversary of the closing of the Forsythe acquisition~~ (the “Conversion Right Date”), holders of the Series A preferred units have the right to convert each Series A preferred unit into a number of Common units equal to (i) the $1,000 liquidation preference plus all accrued and unpaid distributions, divided by (ii) the volume-weighted average price per share of the Company’s common stock for the 20 trading days immediately preceding the applicable conversion date. All Common units received upon conversion may be immediately tendered for redemption for cash or, at the Company’s option, for shares of common stock on a one-for-one basis, subject to the terms and

~~F-32~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

conditions set forth in the Partnership Agreement. Prior to the Conversion Right Date, the Series A preferred units may not be tendered for redemption by the Holder.

F-28

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

On or after ~~March 2,~~February 10, 2021, ~~the fifth anniversary of the closing of the Forsythe acquisition,~~ but prior to the Conversion Right Date, the Operating Partnership has the right to redeem some or all of the Series A preferred units, at any time and from time to time, for cash in an amount per unit equal to the $1,000 liquidation preference plus all accrued and unpaid distributions.

In the event of a Termination Transaction (as defined in the Partnership Agreement) prior to conversion, holders of the Series A preferred units generally have the right to receive the same consideration as holders of Common units and common stock, on an as-converted basis.

Holders of the Series A preferred units have no voting rights except with respect to (i) the issuance of partnership units of the Operating Partnership senior to the Series A preferred units as to the right to receive distributions and upon liquidation, dissolution or winding up of the Operating Partnership, (ii) the issuance of additional Series A preferred units and (iii) amendments to the Partnership Agreement that materially and adversely affect the rights or benefits of the holders of the Series A preferred units.

The Series A preferred units will convert into a variable number of Common Shares and the Company does not control whether it will have enough shares authorized to issue shares at the time of conversion. Therefore, the Series A preferred units are accounted for as mezzanine equity on the consolidated balance ~~sheet.~~sheet as the units are convertible and redeemable for shares at a determinable price and date at the option of the holder upon the occurrence of an event not solely within the control of the Company.

The following table summarizes the changes in our redeemable non-controlling interest in the Operating Partnership for the years ended December 31, ~~2017~~2023 and ~~2016:~~2022:

Common

Series A Preferred Units
($ in thousands)

Redeemable Common Units

Redeemable Non-controlling Interests

Redeemable Preferred Units

Redeemable Non-controlling Interests
Balance at December 31, 2015

884

$
9,694

—

$
—
Issuance of redeemable Common units as partial consideration for real estate acquisition

—

—

117

117,000
Net income attributable to non-controlling interest

—

(64)

—

—
Accrued distributions to non-controlling interest

—

(113)

—

2,915
Redemption of Common units for common stock

(884)

(9,517)

—

—
Balance at December 31, 2016

—

$
—

117

$
119,915

Balance at December 31, 2016

—

—

117

119,915
Distribution paid to non-controlling interest

—

—

—

(2,915)
Accrued distributions to non-controlling interest

—

—

—

3,510
Balance at December 31, 2017

—

$
—

117

$
120,510


	Series A Preferred Units
	Redeemable	Redeemable
	Preferred	non-controlling
(in thousands)	units	interests
Balance at December 31, 2021	117	$	120,510
Distribution paid to non-controlling interest	—		(3,510)
Accrued distributions to non-controlling interest	—		3,210
Redemption of Series A preferred units	(10)		(10,000)
Balance at December 31, 2022	107	$	110,210

Balance at December 31, 2022	107	$	110,210
Distribution paid to non-controlling interest	—		(3,210)
Accrued distributions to non-controlling interest	—		2,970
Redemption of Series A preferred units	(8)		(8,000)
Balance at December 31, 2023	99	$	101,970

~~Series B Participating Preferred Stock~~Distributions

On August 17, 2017, the Company and the Operating Partnership entered into an underwriting agreement with Raymond James & Associates, Inc. and Jefferies LLC, as representatives of the underwriters, pursuant to which the Company sold 6,037,500 shares of its newly designated Series B Participating Preferred Stock, at a public offering price of $25.00 per share, which is the Initial Liquidation Preference (as defined below) of the Series B Participating Preferred Stock.

Shares of Series B Participating Preferred Stock, which represent equity interests in the Company, generally have no voting rights and rank senior to the Company’s common stock with respect to dividend rights and rights upon liquidation. Each preferred share of Series B Participating Preferred Stock is entitled to receive cumulative preferential cash dividends

~~F-33~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

at a rate of 6.00% per annum of the $25 liquidation preference, which is payable quarterly in arrears on the last day of each March, June, September and December (the “Initial Liquidation Preference”). Upon liquidation, before any payment or distribution of the assets of the Company is made to or set apart for the holders of equity securities ranking junior to the Series B Participating Preferred Stock, the holders of the Series B Participating Preferred Stock will be entitled to receive the sum of:

~~(i)~~

~~the Initial Liquidation Preference,~~

~~(ii)~~

adjusted by an amount equal to 50% of the cumulative change in the estimated value of farmland in the states in which the Company owned farmland as of June 30, 2017 (measured by reference to a publicly available report released annually by the National Agricultural Statistics Board, the Agricultural Statistics Board and the U.S. Department of Agriculture) (the “FVA Adjustment”), and

~~(iii)~~

~~all accrued and unpaid dividends, subject to a 9.0% cap on total return (the “Final Liquidation Preference”).~~

After September 30, 2021, but prior to September 30, 2024, the Company at its option, may redeem all, but not less than all, of the then-outstanding shares of Series B Participating Preferred Stock at any time, for cash or for shares of common stock at a price equal to the Final Liquidation Preference plus an amount equal to ~~the product of:~~

~~(i)~~

~~the Final Liquidation Preference, and~~

~~(ii)~~

~~the average change in land values in~~ ~~states in which the Company owned farmland as of June 30, 2017~~ over the immediately preceding four years and multiplied by a constant percentage of 50% and prorated for the number of days between the most recent release of the publicly available land value report used to calculate the FVA Adjustment (if such amount is positive) (the “Premium Amount”).

At any time on or after September 30, 2024, the Company, at its option, may redeem or convert to shares of common stock all, but not less than all, of the then-outstanding shares of Series B Participating Preferred Stock at the redemption price per share equal to:

~~(i)~~

~~the Initial Liquidation Preference, plus~~

~~(ii)~~

~~the FVA Amount, plus~~

~~(iii)~~

~~any accrued and unpaid dividends.~~

The total rate of return on shares of the Series B Participating Preferred Stock is subject to a cap such that the total rate of return, when considering the Initial Liquidation Preference, the FVA Adjustment and the Premium Amount plus accrued and unpaid dividends, will not exceed 9.0%.

In connection with the issuance of the Series B Participating Preferred Stock, the sole general partner of the Operating Partnership entered into Amendment No. 2 to the Partnership Agreement in order to provide for the issuance, and the designation of the terms and conditions, of newly classified 6.00% Series B participating preferred units of limited partnership interest in the Operating Partnership (“Series B participating preferred units”), the economic terms of which are identical to those of the Series B Participating Preferred Stock. The Company contributed the net proceeds from the offering of the Series B Participating Preferred Stock to the Operating Partnership in exchange for 6,037,500 Series B participating preferred units.

The shares of Series B Participating Preferred Stock are accounted for as mezzanine equity on the consolidated balance sheet as the Series B Participating Preferred Stock is convertible and redeemable for common shares at a determinable price and date at the option of the Company but upon the occurrence of an event not solely within the control of the Company.

~~F-34~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

During the year ended December 31, 2017 and 2016, the balance recorded in mezzanine equity relating to the Series B Participating Preferred Stock was $144.2 million and $0.0 million, respectively. During the year ended December 31, 2017, the Company declared and paid dividends relating to the Series B Participating Preferred Stock of $3.3 million.

~~Distributions~~

The Company’s Board of Directors declared and ~~and the Company~~ paid the following distributions to common stockholders and holders of Common units for the years ended December 31, ~~2017, 2016~~2023 and ~~2015:~~2022:

Fiscal Year

Declaration Date

Record Date

Payment Date

Distributions per Common Share / Common Unit
2017

February 22, 2017

April 1, 2017

April 14, 2016

$
0.1275

May 8, 2017

June 30, 2017

July 14, 2017

0.1275

July 19, 2016

October 2, 2017

October 13, 2017

0.1275

November 8, 2017

January 2, 2018

January 16, 2018

0.1275

$
0.5100

2016

March 8, 2016

April 1, 2016

April 15, 2016

$
0.1275

May 9, 2016

July 1, 2016

July 15, 2016

0.1275

August 3, 2016

September 30, 2016

October 14, 2016

0.1275

November 3, 2016

January 2, 2017

January 13, 2017

0.1275

$
0.5100
2015

February 25, 2015

April 1, 2015

April 15, 2015

$
0.1160

June 2, 2015

July 1, 2015

July 15, 2015

0.1275

August 12, 2015

October 1, 2015

October 15, 2015

0.1275

November 20, 2015

January 4, 2016

January 15, 2016

0.1275

$
0.4985


Fiscal Year	Declaration Date	Record Date	Payment Date	Distributions per Common Share/OP unit
2023	October 24, 2022	January 2, 2023	January 17, 2023	$	0.0600
	February 21, 2023	April 3, 2023	April 17, 2023	$	0.0600
	May 3, 2023	July 3, 2023	July 17, 2023	$	0.0600
	July 25, 2023	October 2, 2023	October 16, 2023	$	0.0600
				$	0.2400

2022	October 26, 2021	January 3, 2022	January 18, 2022	$	0.0500
	February 22, 2022	April 1, 2022	April 15, 2022	$	0.0500
	May 2, 2022	July 1, 2022	July 15, 2022	$	0.0600
	July 26, 2022	October 1, 2022	October 17, 2022	$	0.0600
				$	0.2200

Additionally, ~~in connection with the 3.00% cumulative preferential distribution on the Series A preferred units, the Company accrued $3.5 million in distributions payable~~ as of December 31, ~~2017 which was paid on~~2023, the Company accrued $13.3 million in dividends payable to common stockholders and holders of Common units (paid in January ~~15, 2018. The distributions are payable annually in arrears on January 15 or the next business day,~~2024), including $10.3 million as a one-time special dividend of ~~each year.~~$0.21 per share related to

F-29

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

asset appreciation. In general, common stock cash dividends declared by the Company will be considered ordinary income to stockholders for income tax purposes. From time to time, a portion of the Company’s dividends may be characterized as qualified dividends, capital gains or return of capital. ~~During~~For income tax purposes, 2023 common stock dividends were $0.41 per share (which includes a portion of the ~~years ended~~$0.21 per share one-time special dividend mentioned above) all of which are considered capital gains as defined by I.R.C. Section 857(b)(3).

In connection with the 3.00% cumulative preferential distribution on the Series A preferred units, the Company had accrued $3.0 million in distributions payable as of December 31, ~~2017, 2016 and 2015 52%, 100% and 100% respectively,~~2023. The distributions are payable annually in arrears on January 15 of ~~the income distributed in the form of dividends was characterized as ordinary income.~~each year.

Share Repurchase Program

On March 15, 2017, the Company’s Board of Directors approved a program to repurchase up to ~~$25~~$25.0 million in shares of the Company’s common stock. On August 1, 2018, the Board of Directors increased the authority under the share repurchase program by an aggregate of $30.0 million. On November 7, 2019, the Board of Directors increased the authority under the program by an additional $50.0 million. On May 3, 2023, the Company’s Board of Directors approved a $75.0 million increase resulting in total availability under the share repurchase program of approximately $88.0 million as of such date. On November 1, 2023, the Company’s Board of Directors approved a $40.0 million increase in the total authorization available under the program, increasing the total availability under the share repurchase program to approximately $85.0 million as of such date. Repurchases under this program may be made from time to time, in amounts and prices as the Company deems appropriate. Repurchases may be made in open market or privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors. ~~In November 2017, the Board of Directors approved repurchases of the Company’s Series B Participating Preferred Stock from time to time under the share repurchase program.~~ This share repurchase program does not obligate the Company to acquire any particular amount of common stock ~~or Series B Preferred Stock~~ and it may be modified or suspended at any time at the Company’s discretion. The Company ~~expects to fund~~funds repurchases under the program using cash on its balance sheet.

During the year ended December 31, 2023, the Company repurchased 6,551,087 shares of its common stock at a weighted average price of $11.00 per share. As of December 31, ~~2017,~~2023, the Company had ~~repurchased 1,122,597 shares at an average price per share~~approximately $83.3 million of ~~$8.93~~capacity remaining under the stock repurchase plan. In addition, the Company redeemed 34,000 Common units in exchange for ~~a total cost~~cash of approximately ~~$10.0~~$0.4 million.

Equity Incentive Plan

~~F-35~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

On May ~~3, 2017,~~7, 2021, the Company’s stockholders approved the ~~Second~~Third Amended and Restated 2014 Equity Incentive Plan (as amended and restated, the “Plan”), which increased the aggregate number of shares of the Company’s common stock reserved for issuance under the Plan to approximately ~~1.3~~1.9 million shares. As of December 31, ~~2017,~~2023, there were ~~0.7~~0.4 million of shares available for future grants under the Plan.

The Company may issue equity-based awards to officers, non-employee directors, employees, independent contractors and other eligible persons under the Plan. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other ~~equity based~~equity-based awards, including LTIP units, which are convertible on a one-for-one basis into Common units. The ~~Plan provides for a maximum of 1.3 million shares of common stock for issuance. The~~ terms of each grant are determined by the ~~Compensation Committee~~compensation committee of the Board of Directors.

~~During 2017~~From time to time, the Company ~~granted 0.2 million~~may award restricted shares of its common stock under the Plan, as compensation to officers, employees, non-employee directors and non-employee consultants. The shares of restricted stock vest generally over a period of time as determined by the compensation committee of the Company’s Board of Directors at the date of grant. The Company recognizes compensation expense for awards issued to officers, employees and non-employee directors for restricted shares of common stock ~~with an aggregate grant date~~on a straight-line basis over the vesting period based upon the fair market value of ~~$2.3 million,~~the shares on the date of issuance, adjusted for forfeitures. The Company recognizes compensation expense for awards issued to ~~employees~~non-employee consultants in the same period and ~~directors. The restricted shares vest ratably over a one, three or five-year vesting period, subject to continued service. During 2016~~in the same manner as if the Company ~~granted 0.1 million restricted shares~~paid cash for the underlying services.

F-30

Table of ~~common stock, with an aggregate grant date fair value of $1.3 million,~~Contents

Farmland Partners Inc.

Notes to employees and newly appointed directors. The restricted shares vest ratably over a three or five year vesting period, subject to continued service. During 2015 the Company granted $0.1 million restricted shares of common stock, with an aggregate grant date fair value of $0.1 million, to employees and directors. The restricted shares vest ratably over a three vesting period, subject to continued service.Consolidated Financial Statements (continued)

During 2017, 8,848 restricted shares of common stock were forfeited by independent directors and employees. The Company had recorded $30,078 in stock based compensation and paid $3,659 in dividends with respect to such restricted shares. In connection with the forfeiture of restricted shares, the Company reversed $16,771 in previously recorded compensation expense, net of the dividends paid. During 2016, 5,032 restricted shares of common stock were forfeited by independent directors and employees. The Company had recorded $4,167 in stock based compensation and paid $815 in dividends with respect to such restricted shares. In connection with the forfeiture of restricted shares, the Company reversed $3,352 in previously recorded compensation expense, net of the dividends paid. During 2015, 8,312 restricted shares of common stock were forfeited by independent directors and employees. The Company had recorded $18,231 in stock based compensation and paid $2,541 in dividends with respect to such restricted shares. In connection with the forfeiture of restricted shares, the Company reversed $15,690 in previously recorded compensation expense during 2017, net of the dividends paid.

A summary of the non-vested restricted shares as of December 31, ~~2017, 2016~~2023 and ~~2015~~2022 is as follows:

Weighted

Number of

Average Grant


Shares

Date Fair Value
Unvested at January 1, 2015

214

$
14.00
Granted

9

10.83
Vested

(70)

14.00
Forfeited

(8)

12.63
Unvested at December 31, 2015

145

13.87

Granted

119

10.78
Vested

(70)

13.96
Forfeited

(5)

11.09
Unvested at December 31, 2016

189

11.98

Granted

205

11.30
Vested

(108)

12.84
Forfeited

(9)

11.00
Unvested at December 31, 2017

277

$
11.16


		Weighted
	Number of	average grant
(shares in thousands)	shares	date fair value
Unvested at December 31, 2021	297	$	8.87
Granted	150		11.78
Vested	(177)		8.22
Forfeited	(10)		11.24
Unvested at December 31, 2022	260	$	10.88

Unvested at December 31, 2022	260	$	10.88
Granted	226		10.92
Vested	(138)		10.28
Forfeited	(1)		12.26
Unvested at December 31, 2023	347	$	11.15

~~F-36~~

~~Table~~The Company recognized stock-based compensation and incentive expense related to restricted stock awards of ~~Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~For~~$1.9 million and $2.0 million, for the years ended December 31, ~~2017, 2016~~2023 and ~~2015, the~~2022, respectively. The Company recognized $~~1.4 million,~~ $~~1.2~~$0.0 million and ~~$0.9~~$0.4 million, during the years ended December 31, 2023 and 2022, respectively, ~~of stock-based compensation expense~~ related to ~~these restricted stock awards.~~stock-based incentive expense in connection with the November 2021 acquisition of Murray Wise Associates, LLC, which are included in the amounts above. As of December 31, ~~2017, 2016~~2023 and ~~2015,~~2022, there ~~was $2.1 million, $1.2~~were $2.3 million and ~~$1.2~~$1.7 million,, respectively, of total unrecognized compensation costs related to ~~non-vested~~nonvested stock awards, which are expected to be recognized over a weighted-average ~~periods~~period of ~~1.4~~1.7 years.

At-the-Market Offering Program (the “ATM Program”)

On May 6, 2022, the Company entered into equity distribution agreements under which the Company may issue and sell from time to time, through sales agents, shares of its common stock having an aggregate gross sales price of up to $100.0 million (the “ATM Program”). During the year ended December 31, 2023, the Company sold no shares under the ATM Program and had a remaining capacity of $50.5 million in shares of common stock available for issuance.

Earnings (Loss) per Share

The computation of basic and diluted earnings (loss) per share is as follows:


	For the years ended
	December 31,
(in thousands, except per share amounts)	2023		2022
Numerator:
Net income attributable to Farmland Partners Inc.	$	30,913	$	11,674
Less: Nonforfeitable distributions allocated to unvested restricted shares		(157)		(63)
Less: Distributions on redeemable non-controlling interests in Operating Partnership, preferred		(2,970)		(3,210)
Net income attributable to common stockholders	$	27,786	$	8,401

Denominator:
Weighted-average number of common shares - basic		50,243		50,953
Unvested restricted shares ⁽¹⁾		—		—
Redeemable non-controlling interest ⁽²⁾		8,049		—
Weighted-average number of common shares - diluted		58,292		50,953

Income per share attributable to common stockholders - basic	$	0.55	$	0.16
Income per share attributable to common stockholders - diluted	$	0.53	$	0.16

For the year ended December 31,
($ in thousands)

2017

2016

2015
Numerator:

Net income attributable to Farmland Partners Inc.

$
7,914

$
4,302

$
1,227
Less: Nonforfeitable distributions allocated to unvested restricted shares

(151)

(96)

(80)
Less:  Distributions on redeemable non-controlling interests in Operating Partnership, Common units

—

(113)

(338)
Less:  Distributions on redeemable non-controlling interests in Operating Partnership, Series A Preferred units

(3,510)

(2,915)

—
Less:  Dividends on Series B Participating Preferred Stock

(3,346)

—

—
Net income attributable to common stockholders

$
907

$
1,178

$
809

Denominator:

Weighted-average number of common shares - basic

31,210

13,204

9,619
Conversion of Series A preferred units(1)

—

—

—
Conversion of Series B participating preferred stock (1)

—

—

—
Unvested restricted shares(2)

—

—

10
Weighted-average number of common shares - diluted

31,210

13,204

9,629

Income per share attributable to common stockholders - basic

$
0.03

$
0.09

$
0.08
Income per share attributable to common stockholders - diluted

$
0.03

$
0.09

$
0.08

~~(1)~~

Anti-dilutive for the years ended December 31, 2023 and 2022.

~~Anti-dilutive~~Dilutive for the year ended December 31, ~~2017, 2016~~2023 and ~~2015.~~

~~(2)~~

~~Anti-dilutive~~anti-dilutive for the year ended December 31, ~~2017 and 2016 and dilutive for the year ended December 31, 2015.~~

2022.

~~The limited partners’ outstanding Common units (which may be redeemed for~~Numerator:

Unvested shares of the Company’s restricted common ~~stock)~~stock are considered participating securities, which requires the use of the two-class method for the computation of basic and ~~Excess Units have been excluded from the~~ diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income would also be added back to net income. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation.share. Unvested share-based payment awards that contain ~~non-forfeitable~~non-

F-31

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested restricted shares (participating securities) have been ~~excluded,~~subtracted, as applicable, from net income or loss attributable to common stockholders utilized in the basic and diluted earnings per share calculations. ~~Net income or loss figures are presented net of non-controlling interests in~~

Denominator:

Any anti-dilutive shares have been excluded from the diluted earnings per share ~~calculations.~~calculation.

The outstanding Series A preferred units are non-participating securities and thus are included in the computation of diluted earnings per share on an as-if converted basis if they are dilutive. For the year ended December 31, 2023, these shares were included in the diluted earnings per share calculation. For the year ended December 31, 2022, these shares were not included in the diluted earnings per share calculation as they would be anti-dilutive.

For the years ended December 31, 2023 and 2022, diluted weighted average common shares do not include the impact of 0.3 million unvested compensation-related shares, for each period, as they would have been anti-dilutive.

The limited partners’ outstanding Common units, or the non-controlling interests, (which may be redeemed for shares of common stock) have not been included in the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income would also be added back to net income, therefore increasing both net income and shares. The weighted average number of Common units held by the non-controlling interest was ~~5.9~~1.2 million and ~~5.4~~1.3 million for the years ended December 31, ~~2017~~2023 and ~~2016,~~2022, respectively. ~~The weighted average number of Excess~~

Outstanding Equity Awards and Units ~~held by the non-controlling interest was 0.0 million for the year ended December 31, 2017. There were 0.4 million Excess Units outstanding during the year ended December 31, 2016.~~

For the year ended December 31, 2017, diluted weighted average common shares do not include the impact of 0.3 million shares of unvested compensation-related shares because the effect of these items on diluted earnings per share would be anti-dilutive. For the year ended December 31, 2016, diluted weighted average common shares do not include the impact of 0.2 million shares of unvested compensation-related shares because the effect of these items on diluted earnings per share would be anti-dilutive

~~F-37~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

The following equity awards and units ~~are~~were outstanding as of December 31, ~~2017, 2016~~2023 and ~~2015,~~2022, respectively.


(in thousands)	December 31, 2017	December 31, 2016	December 31, 2015

				December 31, 2023	December 31, 2022
Shares	33,058	17,163	11,834	47,656	54,058
Common Units	4,739	5,692	3,294	1,203	1,237
Redeemable Common Units	—	—	884
Unvested Restricted Stock Awards	276	188	145	347	260
	38,073	23,043	16,157
				49,206	55,555

Note 10—Hedge Accounting

Cash Flow Hedging Strategy

The Company manages economic risks, including interest rate, liquidity, and credit risk, by managing the amount, sources, duration and interest rate exposure of its financing sources. The Company may also use interest rate derivative financial instruments, primarily interest rate swaps. As of December 31, 2023, the Company was a party to one interest rate swap, designated as a hedging instrument, to add stability to interest expense and to manage its exposure to adverse interest rate movements.

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the entire change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of stockholders’ equity in the Company’s consolidated balance sheets.

On March 26, 2020, the Company terminated its existing swap agreement and entered into a new interest rate swap agreement to obtain a more favorable interest rate and to manage interest rate risk exposure, which was effective April 1, 2020. An interest rate swap agreement utilized by the Company effectively modified the Company’s exposure to interest rate risk by converting the Company’s floating-rate debt to a fixed rate basis for the next six years on 50% of the outstanding amount to Rabobank at the time of the agreement, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. The fair value of the de-designated swap was $2.6 million on the termination date. The Company amortized the de-designated swap over the original term utilizing a forward curve analysis of determining monthly amortization out of Other Comprehensive Income through the

F-32

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

original termination date (March 1, 2023). Amortization for the years ended December 31, 2023 and 2022 was $0.2 million and $0.6 million, respectively. The Company’s $2.6 million termination fee was rolled into the new swap and will be paid through March 1, 2026. Termination fees paid during the years ended December 31, 2023 and 2022 were $0.4 million, for each year.

The Company determines the hedge effectiveness of its interest rate swaps at inception by applying a quantitative evaluation of effectiveness using regression analysis. On an ongoing basis the Company applies an initial qualitative assessment of on-going effectiveness and reviews hedge effectiveness through assessing the hedge relationship by comparing the current terms of the swap and the associated debt to ensure they continue to coincide through the continued ability of the Counterparty to the swap to honor its obligations under the swap contract. The qualitative assessment may indicate that the hedge relationship is not highly effective, the Company would then perform a quantitative evaluation using regression analysis. The Company concluded the hedge was highly effective at inception and remained highly effective as of December 31, 2023.

As of December 31, 2023, the total notional amount of the Company’s receive-variable/pay-fixed interest rate swap was $33.2 million.

The fair value of the Company’s derivative instrument on a recurring basis is set out below:


($ in thousands)
Instrument	Balance sheet location	Level 2 Fair Value
Interest rate swap	Derivative asset	$	1,707

The effect of derivative instruments on the consolidated statements of operations for the years ended December 31, 2023 and 2022 is set out below:


Cash flow hedging relationships		Location of Gain (Loss) reclassified from Accumulated OCI into income
Interest rate contracts		Interest expense

For the years ended December 31, 2023 and 2022, the amount of noncash loss recognized in net income was $1.7 million and $2.1 million, respectively. The net change associated with current period hedging transactions was ($0.8) million and $3.0 million for the years ended December 31, 2023 and 2022, respectively. The amortization of frozen Accumulated Other Comprehensive Income was $0.2 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively.

The fair values of the Company’s interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts, which is considered a Level 2 measurement under the fair value hierarchy. Level 2 is defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2023. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The following table outlines the movements in the other comprehensive income account as of December 31, 2023 and 2022:


($ in thousands)	December 31, 2023		December 31, 2022
Beginning accumulated derivative instrument gain or loss	$	3,306	$	279
Net change associated with current period hedging transactions		(813)		2,433
Amortization of frozen AOCI on de-designated hedge		198		594
Difference between a change in fair value of excluded components		—		—
Closing accumulated derivative instrument gain or loss	$	2,691	$	3,306

F-33

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Note 11—Income Taxes

The TRS income/(loss) before provision for income taxes consisted of the following:


	For the years ended
($ in thousands)	December 31, 2023		December 31, 2022
United States	$	(2,722)	$	3,212
International		—		—
Total	$	(2,722)	$	3,212

The federal and state income tax provision (benefit) is summarized as follows:


	For the years ended
($ in thousands)	December 31, 2023		December 31, 2022
Current:
Federal	$	(144)	$	189
State		(41)		43
Total Current Tax (Benefit) Expense	$	(185)	$	232
Deferred:
Federal		19		(5)
Total Tax (Benefit) Expense	$	(166)	$	227

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising the TRS’s deferred taxes as of December 31, 2023 are as follows:


($ in thousands)	December 31, 2023		December 31, 2022
Deferred tax assets:
Net operating loss	$	1,996	$	434
Realized capital losses		—		76
Stock Compensation		5		—
Deferred Revenue		3		—
Charitable Contributions		4		—
Total deferred tax assets	$	2,008		510
Deferred tax liabilities:
Fixed assets	$	(15)	$	(18)
Intangible Assets		(181)		(32)
Total deferred tax liabilities	$	(196)	$	(50)
Valuation Allowance		(1,851)		(480)
Net deferred taxes	$	(39)	$	(20)

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the TRS’s ability to generate sufficient taxable income within the carryforward period. Because of the TRS’s recent history of operating losses, and management’s inability to accurately project future taxable income, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $1.4 million during the year ended December 31, 2023. The amount of the valuation allowance for deferred tax assets associated with excess tax deduction from stock-based incentive arrangements that is allocated to contributed capital if the future tax benefits are subsequently recognized is $0.0 million.

Net operating losses and tax credit carryforwards as of December 31, 2023 are as follows:

($ in thousands)

December 31, 2023

Expiration Year

Net operating losses, federal (Post-December 31, 2017)

7,703

Does not expire

Net operating losses, state

5,433

Various

F-34

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

The effective tax rate of the TRS’s provision (benefit) for income taxes differs from the federal statutory rate as follows:


($ in thousands)	December 31, 2023				December 31, 2022
Statutory Rate	$	(571)	21.00	%	$	675	21.00	%
State Tax		(191)	7.02	%		110	3.43	%
Valuation Allowance		596	(21.92)	%		(558)	(17.37)	%
Total	$	(166)	6.10	%	$	227	7.07	%

Note 12—Quarterly Financial Information (unaudited)

The following table reflects the quarterly results of operations for the years ended December 31, ~~2017~~2023 and ~~2016.~~ 2022.


	Quarter Ended
($ in thousands except per share data)	March 31, 2023		June 30, 2023		September 30, 2023		December 31, 2023
Operating revenues	$	12,672	$	11,584	$	11,618	$	21,592
Operating expenses		7,835		8,828		11,603		11,201
Other expenses ⁽¹⁾		3,114		(5,146)		(4,109)		(7,375)
Net income before income tax expense		1,723		7,902		4,124		17,766
Income tax expense		(9)		(4)		191		(12)
Net income	$	1,714	$	7,898	$	4,315	$	17,754
Net income available to common stockholders of Farmland Partners Inc.	$	857	$	7,001	$	3,446	$	16,482

Basic net income (loss) per share available to common stockholders ⁽²⁾	$	0.02	$	0.14	$	0.07	$	0.35
Diluted net income (loss) per share available to common stockholders ⁽²⁾	$	0.02	$	0.12	$	0.07	$	0.30
Basic weighted average common shares outstanding		54,007		50,860		48,432		47,762
Diluted weighted average common shares outstanding		54,007		59,112		48,432		55,635


	Quarter Ended
	March 31, 2022		June 30, 2022		September 30, 2022		December 31, 2022
Operating revenues	$	13,890	$	12,357	$	13,140	$	21,823
Operating expenses		9,570		8,902		8,415		9,349
Other expenses ⁽¹⁾		3,181		366		3,573		5,667
Net income before income tax expense		1,139		3,089		1,152		6,807
Income tax expense		—		(96)		(33)		(98)
Net income	$	1,139	$	2,993	$	1,119	$	6,709
Net income available to common stockholders of Farmland Partners Inc.	$	213	$	2,060	$	350	$	5,778

Basic net income (loss) per share available to common stockholders ⁽²⁾	$	0.00	$	0.04	$	0.01	$	0.11
Diluted net income (loss) per share available to common stockholders ⁽²⁾	$	0.00	$	0.04	$	0.01	$	0.09
Basic weighted average common shares outstanding		45,781		50,362		53,495		54,056
Diluted weighted average common shares outstanding		45,781		50,362		53,495		62,633

Quarter Ended
($ in thousands)

March 31, 2017

June 30, 2017

September 30, 2017

December 31, 2017
Operating revenues

$
7,150

$
11,460

$
12,046

$
15,563
Operating expenses

6,442

5,909

5,932

5,408
Other expenses

2,709

3,530

3,504

3,627
Net (loss) income before income tax

(2,001)

2,021

2,610

6,528
Income tax expense

—

—

—

—
Net (loss) income

$
(2,001)

$
2,021

$
2,610

$
6,528
Net (loss) available to common stockholders of Farmland Partners Inc.

$
(2,547)

$
772

$
221

$
2,461

Basic net (loss) per share available to common stockholders(1)

$
(0.10)

$
0.02

$
0.01

$
0.08
Diluted net (loss) per share available to common stockholders(1)

$
(0.10)

$
0.02

$
0.01

$
0.07
Basic weighted average common shares outstanding

26,699

32,457

32,862

32,738
Diluted weighted average common shares outstanding

26,699

32,457

32,862

45,591

(1)

~~(1)~~

Other expenses for the quarters ended March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023 included $1.8 million, $11.1 million, $10.3 million, $12.9 million, respectively, related to gain on disposition of assets. Other expenses for the quarters ended March 31, 2022, June 30, 2022, September 30, 2022 and December 31, 2022 included $0.7 million, $3.3 million, ($0.1) million, ($1.3) million, respectively, related to gain (loss) on disposition of assets.

(2)

The basic and diluted net (loss) income for the quarters do not equal full year results due to issuance of common stock throughout the year and rounding.

Quarter Ended
($ in thousands)

March 31, 2016

June 30, 2016

September 30, 2016

December 31, 2016
Operating revenues

$
4,692

$
6,031

$
6,946

$
13,332
Operating expenses

2,796

2,797

4,756

5,020
Other expenses

3,826

1,917

1,993

1,886
Net (loss) income before income tax

(1,930)

1,317

197

6,426
State income tax expense

—

—

97

(86)
Net (loss) income

$
(1,930)

$
1,317

$
100

$
6,512
Net (loss) income available to common stockholders of Farmland Partners Inc.

$
(1,780)

$
(38)

$
(841)

$
3,837

Note ~~11—~~13—Subsequent Events

We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through ~~March 2, 2017,~~ the day the financial statements were issued.

~~See “Note 8—Commitments and Contingencies” for real estate acquisitions that occurred subsequent to December 31, 2017.~~Dividends

Subsequent to December 31, 2017, the Company entered into a purchase agreement with an unrelated third party to acquire one property in South Carolina. This acquisition closed on February 23, 2018 for cash consideration of $0.4 million. This acquisition is expected to be accounted for as an asset acquisition.

On ~~January 18, 2018 the Company issued a new loan under the FPI loan program for $5.3 million.~~

~~F-38~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

On February ~~13, 2018~~27, 2024, the Company’s Board of Directors declared a quarterly cash dividend of ~~$0.1275~~$0.06 per share of common ~~stock. The dividend is~~stock and Common unit payable on April 15, 2024 to ~~the Company’s~~ stockholders and unitholders of record as of April ~~2, 2018, and is expected~~1, 2024.

F-35

Table of Contents

Farmland Partners Inc.

Notes to ~~be paid~~Consolidated Financial Statements (continued)

Real Estate Acquisitions

Subsequent to December 31, 2023, the Company completed two farm acquisitions in the Corn Belt region. Aggregate consideration for the acquisitions totaled $15.2 million.

Borrowings on ~~April 16, 2018.~~Credit Facilities, Net of Repayments

~~On February 13, 2018,~~Subsequent to December 31, 2023, the Company made borrowings, net of repayments, of $25.0 million against the Company’s ~~board~~lines of ~~directors declared a quarterly cash dividend of $0.375 per share of 6.00% Series B Participating Preferred Stock payable on April 2, 2018 to stockholders of record as of March 15, 2018.~~credit.

~~F-39~~F-36

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation

December 31, ~~2017~~2023

($ In Thousands)

Initial Cost to Company
Cost Capitalized Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period

Life on Which
Description
Encumbrances
Land
Improvements
Total
Improvements
Land
Improvements
Land
Improvements
Total
Accumulated

Depreciation
Date of
Construction
Date Acquired
Depreciation in
Latest Income
Statements is
Computed
California
(m)
44,994
-
44,994
-
-
44,994
-
44,994
-

2017
-
North Carolina
(d)
41,906
-
41,906
-
-
41,906
-
41,906
-

2015
-
California
(m)
33,482
-
33,482
-
-
33,482
-
33,482
-

2017
-
Louisiana
(g)
30,584
1,180
31,764
(31)
-
30,584
1,149
31,733
100
2017
2016
30
California
(m)
31,567
-
31,567
-
-
31,567
-
31,567
-

2017
-
California
(p), (s)
19,925
11,521
31,446
75
-
19,925
11,596
31,521
1,027
2017
2017
12
Illinois
(k)
29,627
431
30,058
1,186
-
29,627
1,617
31,244
55
2017
2017
14
Illinois
(k)
22,937
1,484
24,421
604
39
22,976
2,088
25,064
54
2017
2017
23
South Carolina
(t)
12,057
1,474
13,531
5,715
52
12,109
7,189
19,298
252
2017
2014
24
California
(r)
7,647
11,518
19,165
41
-
7,647
11,559
19,206
446
2017
2017
20
California
(s)
9,998
8,116
18,114
-
-
9,998
8,116
18,114
503
2017
2017
14
California
(s)
10,947
6,878
17,825
64
-
10,947
6,942
17,889
365
2017
2017
21
South Carolina
(l)
14,866
906
15,772
236
-
14,866
1,142
16,008
31
2017
2017
29
California
(s)
11,888
3,398
15,286
(58)
-
11,888
3,340
15,228
224
2017
2017
15
California
(q)
8,326
6,075
14,401
-
-
8,326
6,075
14,401
205
2017
2017
25
California
(p)
9,043
4,546
13,589
-
-
9,043
4,546
13,589
252
2017
2017
17
California
(q), (s)
10,167
2,902
13,069
412
-
10,167
3,314
13,481
220
2017
2017
13
Florida
(q)
10,715
1,508
12,223
-
-
10,715
1,508
12,223
104
2017
2017
16
Colorado
(t)
10,716
70
10,786
-
-
10,716
70
10,786
7

2014
39
California
(p)
7,492
2,889
10,381
-
-
7,492
2,889
10,381
194
2017
2017
12
Florida
(a)
9,295
202
9,497
729
-
9,295
931
10,226
14
2017
2016
38
Illinois
(f)
9,689
420
10,109
-
-
9,689
420
10,109
42

2016
21
Michigan
(l)
7,800
2,051
9,851
9
-
7,800
2,060
9,860
66
2017
2017
25
California
(r)
9,534
263
9,797
2
-
9,534
265
9,799
24
2017
2017
14
Illinois
(o)
9,506
35
9,541
-
-
9,506
35
9,541
3
2017
2017
11
California
(s)
6,191
2,772
8,963
-
-
6,191
2,772
8,963
153
2017
2017
11
South Carolina
(d)
8,633
133
8,766
130
-
8,633
263
8,896
16
2017
2015
25
California
(q)
4,710
3,317
8,027
-
-
4,710
3,317
8,027
130
2017
2017
15
Virginia
(d)
7,277
-
7,277
-
-
7,277
-
7,277
-

2015
-
North Carolina
(d)
7,239
-
7,239
-
-
7,239
-
7,239
-

2015
-
Arkansas
(t)
6,914
287
7,201
7
-
6,914
294
7,208
38
2017
2014
24
South Carolina
(t)
4,679
25
4,704
2,354
103
4,782
2,379
7,161
181
2017, 2016, 2015
2014
33
Florida
(o)
6,402
593
6,995
35
-
6,402
628
7,030
58
2017
2017
12
Mississippi
(t)
6,654
133
6,787
3
-
6,654
136
6,790
16

2014
25
South Dakota
(l)
6,731
-
6,731
-
-
6,731
-
6,731
-

2017
-
Georgia
(q)
3,574
2,922
6,496
-
-
3,574
2,922
6,496
444
2017
2017
11
Texas
(n)
4,188
1,929
6,117
323
-
4,188
2,252
6,440
198
2016
2016
27
Florida
(q)
2,674
3,565
6,239
-
-
2,674
3,565
6,239
237
2017
2017
12
Arkansas
(i)
5,924
244
6,168
-
-
5,924
244
6,168
31

2015
21
Illinois
(f)
6,086
-
6,086
-
-
6,086
-
6,086
-

2016
-
North Carolina
(d)
5,750
-
5,750
-
-
5,750
-
5,750
-

2015
-
Arkansas
(o)
5,532
101
5,633
(1)
-
5,532
100
5,632
9
2017
2017
9
Mississippi
(i)
5,338
238
5,576
-
-
5,338
238
5,576
40

2015
15
Illinois
(f)
5,453
105
5,558
-
-
5,453
105
5,558
8

2016
23
Colorado
(j)
792
4,731
5,523
3
-
792
4,734
5,526
119
2017
2016
16
Illinois
(f)
5,493
-
5,493
3
-
5,493
3
5,496
34
2017
2016
10
Colorado
(l)
4,156
1,280
5,436
(2)
-
4,156
1,278
5,434
40
2017
2017
26
Arkansas

5,169
185
5,354
-
-
5,169
185
5,354
8
2017
2017
15
Louisiana
(t)
5,100
52
5,152
154
-
5,100
206
5,306
39
2017, 2016, 2015
2014
17
Illinois
(f)
4,920
4
4,924
152
-
4,920
156
5,076
2
2017
2016
50
Arkansas
(t)
4,536
50
4,586
81
-
4,536
131
4,667
9
2017
2014
17
Illinois
(o)
4,575
-
4,575
-
-
4,575
-
4,575
-

2017
-
Illinois
(f)
4,522
4
4,526
-
-
4,522
4
4,526
-

2016
10
California

2,461
1,974
4,435
-
-
2,461
1,974
4,435
73
2017
2017
17
Illinois
(f)
4,350
-
4,350
-
-
4,350
-
4,350
-

2016
-


		Initial Cost to Company			Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at Close of Period						Life on Which Depreciation in Latest Income
Description	Encumbrances	Land	Improvements	Total	Land	Improvements	Total	Land	Improvements	Total	Accumulated Depreciation	Date of Construction	Date Acquired	Statements is Computed
California	(j)	44,994	—	44,994	—	—	—	44,994	—	44,994	—		2017		—
North Carolina	(l)	41,906	—	41,906	1,187	5	1,192	43,093	5	43,098	1	2018	2015		40
California	(j)	33,482	—	33,482	—	—	—	33,482	—	33,482	—		2017		—
California	(q)	19,925	11,521	31,446	—	1,765	1,765	19,925	13,286	33,211	5,387	2017, 2019, 2022, 2023	2017		16
Illinois	(o)	29,677	431	30,108	—	2,429	2,429	29,677	2,860	32,537	592	2017, 2018, 2023	2017		25
California	(j)	31,567	—	31,567	—	—	—	31,567	—	31,567	—		2017		—
Illinois	(h)	22,887	1,484	24,371	39	1,820	1,859	22,926	3,304	26,230	562	2017, 2018, 2019, 2023	2017		26
Louisiana	(m)	24,882	128	25,010	131	195	326	25,013	323	25,336	51	2021, 2022	2021		6
California	(q)	7,647	11,518	19,165	—	859	859	7,647	12,377	20,024	2,987	2017, 2018, 2020, 2021, 2022	2017		25
South Carolina	(p)	12,057	1,474	13,531	53	6,079	6,132	12,110	7,553	19,663	1,798	2014, 2017, 2018, 2019, 2020, 2021	2014		25
California	(q)	9,998	8,116	18,114	—	163	163	9,998	8,279	18,277	3,377	2017, 2021	2017		16
California	(q)	10,935	6,878	17,813	—	243	243	10,935	7,121	18,056	2,424	2017, 2021, 2023	2017		27
North Carolina	(k)	17,627	—	17,627	—	—	—	17,627	—	17,627	—		2018		—
California	(q)	11,888	3,398	15,286	—	741	741	11,888	4,139	16,027	1,482	2017, 2021, 2022, 2023	2017		20
South Carolina	(i)	14,866	906	15,772	—	228	228	14,866	1,134	16,000	252	2017, 2018	2017		27
Florida	(l)	9,295	202	9,497	3,439	2,531	5,970	12,734	2,733	15,467	387	2016, 2017, 2019, 2020, 2021	2016		37
California	(q)	8,326	6,075	14,401	—	33	33	8,326	6,108	14,434	1,480	2017, 2018, 2019, 2021, 2022	2017		27
Texas	(d)	5,773	6,338	12,111	—	63	63	5,773	6,401	12,174	501	2022, 2023	2022		11
Nebraska	(d)	11,325	309	11,634	—	171	171	11,325	480	11,805	93	2022, 2023	2022		8
Louisiana		10,771	—	10,771	—	237	237	10,771	237	11,008	7	2023	2023		9
California	(q)	8,340	4,546	12,886	—	(2,072)	(2,072)	8,340	2,474	10,814	967	2017, 2020, 2021, 2023	2017		18
Colorado	(p)	10,716	70	10,786	—	—	—	10,716	70	10,786	17	2014	2014		39
California	(q)	9,534	263	9,797	—	(29)	(29)	9,534	234	9,768	137	2017	2017		16
California	(q)	6,191	2,772	8,963	—	(94)	(94)	6,191	2,678	8,869	1,028	2017	2017		14
Oklahoma	(n)	8,181	—	8,181	—	681	681	8,181	681	8,862	32	2023	2023		10
South Carolina	(l)	7,904	133	8,037	—	62	62	7,904	195	8,099	31	2015, 2017, 2020	2015		24
Arkansas	(p)	6,914	287	7,201	16	224	240	6,930	511	7,441	141	2014, 2017, 2018, 2021, 2022	2014		23
Illinois		7,359	420	7,779	1	(350)	(349)	7,360	70	7,430	38	2016	2016		15
North Carolina	(l)	7,223	—	7,223	—	—	—	7,223	—	7,223	—		2015		—
Illinois	(o)	6,097	—	6,097	—	450	450	6,097	450	6,547	67	2018	2016		40
Missouri	(d)	6,493	15	6,508	—	—	—	6,493	15	6,508	4	2021	2021		15
Illinois	(o)	6,429	—	6,429	—	—	—	6,429	—	6,429	—		2016		—
Arkansas	(f)	5,924	244	6,168	—	—	—	5,924	244	6,168	105	2015	2015		21
Illinois	(e)	5,502	—	5,502	—	338	338	5,502	338	5,840	245	2016	2016		10
California	(d)	5,446	390	5,836	—	—	—	5,446	390	5,836	99	2021, 2023	2021		11
North Carolina	(l)	5,750	—	5,750	29	—	29	5,779	—	5,779	—		2015		—
California	(q)	3,559	3,317	6,876	—	(1,122)	(1,122)	3,559	2,195	5,754	560	2017	2017		27
Colorado	(g)	793	4,731	5,524	—	178	178	793	4,909	5,702	585	2016, 2017, 2019, 2021, 2022	2016		21
Arkansas	(q)	5,532	101	5,633	15	41	56	5,547	142	5,689	70	2017, 2019, 2020	2017		15
Colorado	(d)	3,388	147	3,535	—	2,068	2,068	3,388	2,215	5,603	340	2021	2021		7
Illinois	(e)	5,463	105	5,568	—	7	7	5,463	112	5,575	33	2016	2016		23
Louisiana	(p)	5,100	52	5,152	—	282	282	5,100	334	5,434	124	2014, 2015, 2016, 2017, 2021, 2022, 2023	2014		17
Colorado	(i)	4,156	1,280	5,436	—	(3)	(3)	4,156	1,277	5,433	358	2017	2017		26
Arkansas	(d)	5,169	185	5,354	—	—	—	5,169	185	5,354	99	2017	2017		15
Illinois	(e)	4,928	4	4,932	—	148	148	4,928	152	5,080	20	2017	2016		50
Illinois	(d)	4,819	20	4,839	—	—	—	4,819	20	4,839	6	2022	2022		5
Arkansas	(p)	4,536	50	4,586	27	81	108	4,563	131	4,694	54	2014, 2017	2014		17
Illinois	(q)	4,575	—	4,575	—	—	—	4,575	—	4,575	—		2017		—
Illinois	(o)	4,530	4	4,534	—	—	—	4,530	4	4,534	3	2016	2016		10
California	(k)	2,461	1,974	4,435	—	(2)	(2)	2,461	1,972	4,433	372	2017, 2018, 2022, 2023	2017		20
Mississippi	(p)	4,330	133	4,463	—	(35)	(35)	4,330	98	4,428	37	2014, 2015	2014		23
Illinois	(o)	4,358	—	4,358	—	—	—	4,358	—	4,358	—		2016		—
North Carolina	(l)	4,242	—	4,242	14	—	14	4,256	—	4,256	—		2015		—
Colorado	(p)	3,566	359	3,925	—	94	94	3,566	453	4,019	142	2014, 2016, 2017, 2018, 2021	2014		21
Illinois	(o)	3,818	—	3,818	1	—	1	3,819	—	3,819	—		2016		—
Louisiana	(n)	3,612	20	3,632	—	165	165	3,612	185	3,797	18	2021, 2022	2021		19
Illinois	(d)	2,981	—	2,981	—	634	634	2,981	634	3,615	293	2009, 2015	2014		38
Mississippi	(b)	3,471	41	3,512	—	63	63	3,471	104	3,575	26	2015, 2017	2015		35

~~F-40~~F-37

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation (continued)

December 31, 2023

($ In Thousands)


		Initial Cost to Company			Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at Close of Period						Life on Which Depreciation in Latest Income
Description	Encumbrances	Land	Improvements	Total	Land	Improvements	Total	Land	Improvements	Total	Accumulated Depreciation	Date of Construction	Date Acquired	Statements is Computed
Illinois	(o)	3,547	—	3,547	—	—	—	3,547	—	3,547	—		2016		—
Illinois	(d)	1,290	—	1,290	—	2,199	2,199	1,290	2,199	3,489	736	2011, 2015, 2017	2014		38
Illinois	(o)	3,476	—	3,476	—	4	4	3,476	4	3,480	2	2016	2016		12
Illinois	(d)	3,401	16	3,417	—	—	—	3,401	16	3,417	3	2022	2022		10
Nebraska	(p)	1,882	55	1,937	—	1,422	1,422	1,882	1,477	3,359	563	2012, 2013, 2015, 2017	2014		35
Illinois	(o)	3,002	68	3,070	—	253	253	3,002	321	3,323	227	2016, 2018	2016		16
Illinois	(e)	3,218	—	3,218	—	95	95	3,218	95	3,313	14	2018	2016		40
Illinois	(o)	3,282	—	3,282	—	—	—	3,282	—	3,282	—		2016		—
South Carolina	(b)	1,959	344	2,303	—	970	970	1,959	1,314	3,273	258	2015, 2017, 2021	2015		34
Arkansas	(l)	2,808	184	2,992	88	100	188	2,896	284	3,180	88	2015, 2017, 2018, 2020, 2021, 2022	2015		23
Illinois	(q)	3,163	—	3,163	—	—	—	3,163	—	3,163	—		2017		—
Illinois	(o)	3,063	—	3,063	—	—	—	3,063	—	3,063	—		2016		—
Illinois	(o)	3,036	—	3,036	—	—	—	3,036	—	3,036	—		2016		—
Illinois	(d)	2,912	89	3,001	—	—	—	2,912	89	3,001	17	2022	2022		7
Illinois	(o)	2,687	—	2,687	3	204	207	2,690	204	2,894	27	2017	2016		50
Illinois	(e)	2,875	42	2,917	—	(42)	(42)	2,875	—	2,875	—	2016	2016		12
Nebraska	(c)	2,601	114	2,715	—	133	133	2,601	247	2,848	60	2015, 2016, 2018, 2019	2015		29
Illinois	(d)	2,572	—	2,572	—	236	236	2,572	236	2,808	33	2017	2014		50
North Carolina	(k)	2,768	—	2,768	—	—	—	2,768	—	2,768	—		2018		—
Arkansas	(p)	2,666	40	2,706	—	46	46	2,666	86	2,752	41	2014, 2018, 2019	2014		18
Illinois	(o)	2,723	—	2,723	—	—	—	2,723	—	2,723	—		2016		—
Illinois	(d)	2,661	—	2,661	—	—	—	2,661	—	2,661	—		2021		—
South Carolina	(i)	1,321	91	1,412	246	955	1,201	1,567	1,046	2,613	123	2017, 2018, 2020, 2023	2017		34
Nebraska	(d)	2,473	120	2,593	—	5	5	2,473	125	2,598	26	2022, 2023	2022		12
Nebraska	(c)	2,539	78	2,617	—	(23)	(23)	2,539	55	2,594	21	2016	2015		20
Arkansas	(b)	2,153	165	2,318	97	162	259	2,250	327	2,577	137	2014, 2015, 2016, 2017, 2023	2014		26
Illinois	(o)	2,547	—	2,547	—	—	—	2,547	—	2,547	—		2016		—
Colorado	(b)	1,995	84	2,079	—	466	466	1,995	550	2,545	216	2015, 2016, 2017, 2018	2015		17
Illinois	(i)	2,525	—	2,525	—	—	—	2,525	—	2,525	—		2017		—
California	(q)	967	1,357	2,324	—	175	175	967	1,532	2,499	443	2017, 2018	2017		28
Arkansas	(p)	2,358	82	2,440	—	4	4	2,358	86	2,444	28	2014, 2015	2014		27
Illinois	(d)	2,416	22	2,438	—	—	—	2,416	22	2,438	2	2022	2022		20
Illinois	(o)	2,428	—	2,428	—	—	—	2,428	—	2,428	—		2016		—
Illinois	(e)	2,406	—	2,406	—	—	—	2,406	—	2,406	—		2016		—
Colorado	(p)	2,328	—	2,328	—	—	—	2,328	—	2,328	—		2014		—
Arkansas	(p)	2,316	—	2,316	—	3	3	2,316	3	2,319	—	2018	2014		40
Nebraska	(c)	2,316	126	2,442	—	(126)	(126)	2,316	—	2,316	—		2015		—
Illinois		2,028	28	2,056	—	225	225	2,028	253	2,281	38	2018	2016		40
Illinois	(o)	2,019	—	2,019	—	216	216	2,019	216	2,235	32	2016, 2019	2016		34
Illinois	(e)	2,104	—	2,104	—	98	98	2,104	98	2,202	17	2018	2016		40
North Carolina	(k)	2,177	—	2,177	—	—	—	2,177	—	2,177	—		2018		—
South Carolina	(k)	1,090	—	1,090	230	847	1,077	1,320	847	2,167	122	2018, 2019, 2021	2018		39
Illinois	(m)	2,128	34	2,162	—	—	—	2,128	34	2,162	5	2022	2022		7
Illinois		2,146	—	2,146	—	—	—	2,146	—	2,146	—		2023		—
Arkansas	(p)	2,006	96	2,102	—	31	31	2,006	127	2,133	52	2014, 2021	2014		24
Indiana	(n)	2,125	—	2,125	—	—	—	2,125	—	2,125	—		2022		—
Illinois	(d)	1,700	—	1,700	—	346	346	1,700	346	2,046	86	2013, 2017	2014		35
Illinois		2,041	—	2,041	—	—	—	2,041	—	2,041	—		2022		—
Colorado	(p)	1,810	210	2,020	—	21	21	1,810	231	2,041	170	2014, 2016, 2021	2014		15
Nebraska	(d)	1,986	36	2,022	—	—	—	1,986	36	2,022	11	2022	2022		5
Colorado	(g)	1,760	—	1,760	—	248	248	1,760	248	2,008	58	2017, 2023	2016		23
Illinois	(e)	1,999	—	1,999	—	—	—	1,999	—	1,999	—		2016		—
Illinois	(e)	1,877	105	1,982	—	—	—	1,877	105	1,982	33	2016	2016		25
Illinois	(e)	1,975	—	1,975	—	—	—	1,975	—	1,975	—		2016		—
Illinois	(e)	1,960	—	1,960	—	—	—	1,960	—	1,960	—		2016		—
Illinois	(e)	1,949	—	1,949	—	—	—	1,949	—	1,949	—		2016		—
Illinois	(g)	1,905	—	1,905	—	—	—	1,905	—	1,905	—		2016		—
Illinois	(e)	1,863	—	1,863	—	—	—	1,863	—	1,863	—		2016		—

F-38

Louisiana
(t)
3,781
87
3,868
455
-
3,781
542
4,323
37
2017, 2016
2014
22
North Carolina
(d)
4,242
-
4,242
-
-
4,242
-
4,242
-

2015
-
Arkansas
(j)
4,035
38
4,073
76
-
4,035
114
4,149
3
2017
2016
28
South Carolina
(t)
2,235
-
2,235
1,557
244
2,479
1,557
4,036
114
2017, 2016, 2015
2014
28
Colorado
(t)
3,566
359
3,925
56
-
3,566
415
3,981
47
2017
2014
21
North Carolina
(d)
3,864
-
3,864
-
9
3,873
-
3,873
-

2015
-
Illinois
(f)
3,821
-
3,821
-
1
3,822
-
3,822
-

2016
-
Arkansas
(b)
3,264
165
3,429
201
97
3,361
366
3,727
40
2017, 2016
2014
27
Georgia
(i)
3,306
368
3,674
16
-
3,306
384
3,690
37
2017
2015
22
Alabama
(q)
1,719
1,883
3,602
-
-
1,719
1,883
3,602
77
2017
2017
16
Mississippi
(b)
3,471
41
3,512
66
-
3,471
107
3,578
6
2017
2015
34
Illinois
(f)
3,541
-
3,541
-
-
3,541
-
3,541
-

2016
-
Illinois
(f)
3,500
28
3,528
-
-
3,500
28
3,528
4

2016
15
Illinois
(h)
1,290
-
1,290
2,199
-
1,290
2,199
3,489
285
2017, 2015, 2011
2007
38
Illinois
(h)
2,981
-
2,981
507
-
2,981
507
3,488
164
2017, 2009
2007 & 2010
38
Illinois
(f)
3,470
-
3,470
-
-
3,470
-
3,470
-

2016
-
Arkansas
(t)
3,277
145
3,422
14
27
3,304
159
3,463
26
2017
2014
21
Illinois
(o)
3,455
-
3,455
-
-
3,455
-
3,455
-

2017
-
Nebraska
(t)
1,881
55
1,936
1,477
-
1,881
1,532
3,413
281
2017, 2015, 2012
2012
30
Illinois
(f)
2,997
68
3,065
237
-
2,997
305
3,302
41
2017, 2016
2016
10
Illinois
(f)
3,277
-
3,277
-
-
3,277
-
3,277
-

2016
-
South Carolina
(b)
1,959
344
2,303
965
-
1,959
1,309
3,268
67
2017, 2015
2015
35
Illinois
(f)
3,232
-
3,232
-
-
3,232
-
3,232
-

2016
-
Illinois
(f)
3,212
-
3,212
-
-
3,212
-
3,212
-

2016
-
Illinois
(f)
3,186
-
3,186
-
-
3,186
-
3,186
-

2016
-
Illinois
(o)
3,163
-
3,163
-
-
3,163
-
3,163
-

2017
-
Arkansas
(t)
2,985
156
3,141
7
-
2,985
163
3,148
31

2014
16
Colorado
(t)
3,099
-
3,099
-
-
3,099
-
3,099
-

2014
-
South Carolina
(t)
2,199
138
2,337
669
55
2,254
807
3,061
37
2017
2014
30
Illinois
(f)
3,058
-
3,058
-
-
3,058
-
3,058
-

2016
-
Arkansas
(e)
2,808
184
2,992
43
7
2,815
227
3,042
35
2017
2015
18
Illinois
(f)
3,030
-
3,030
-
-
3,030
-
3,030
-

2016
-
Illinois
(o)
2,966
-
2,966
-
-
2,966
-
2,966
-

2017
-
Illinois
(f)
2,882
42
2,924
-
-
2,882
42
2,924
6

2016
12
Illinois
(f)
2,847
42
2,889
-
-
2,847
42
2,889
5

2016
15
Illinois
(f)
2,682
-
2,682
204
3
2,685
204
2,889
3
2017
2016
50
Georgia
(l)
1,905
-
1,905
779
125
2,030
779
2,809
10
2017
2017
32
Illinois
(h)
2,573
-
2,573
236
-
2,573
236
2,809
4
2017
2010
50
Nebraska
(c)
2,601
114
2,715
77
-
2,601
191
2,792
14
2017, 2016
2015
27
Illinois
(f)
2,718
-
2,718
-
-
2,718
-
2,718
-

2016
-
Arkansas
(t)
2,645
40
2,685
-
-
2,645
40
2,685
13

2014
10
Nebraska
(c)
2,539
78
2,617
55
-
2,539
133
2,672
13

2015
20
California
(s)
967
1,357
2,324
339
-
967
1,696
2,663
71
2017
2017
16
Michigan
(i)
904
1,654
2,558
-
-
904
1,654
2,558
167
2017
2015
23
Colorado
(b)
1,995
84
2,079
466
-
1,995
550
2,545
49
2017, 2016
2015
18
Illinois
(f)
2,542
-
2,542
-
-
2,542
-
2,542
-

2016
-
Illinois
(l)
2,525
-
2,525
-
-
2,525
-
2,525
-

2017
-
Nebraska
(e)
693
1,785
2,478
7
-
693
1,792
2,485
165

2014
19
Nebraska
(c)
2,280
44
2,324
124
-
2,280
168
2,448
14
2017, 2016
2015
22
Nebraska
(c)
2,316
126
2,442
-
-
2,316
126
2,442
9

2015
-
Illinois
(f)
2,423
-
2,423
-
-
2,423
-
2,423
-

2016
-
Illinois
(f)
2,402
-
2,402
-
-
2,402
-
2,402
-

2016
-
Arkansas
(t)
2,262
82
2,344
-
-
2,262
82
2,344
13

2014
27
Mississippi
(n)
2,321
15
2,336
-
-
2,321
15
2,336
2

2016
10
Colorado
(t)
2,328
-
2,328
-
-
2,328
-
2,328
-

2014
-
Arkansas
(t)
2,316
-
2,316
-
-
2,316
-
2,316
-

2014
-
South Carolina
(t)
1,803
158
1,961
290
23
1,826
448
2,274
41

2014
26
Colorado

637
1,604
2,241
-
-
637
1,604
2,241
4
2017
2017
50
Illinois
(o)
2,234
-
2,234
-
-
2,234
-
2,234
-

2017
-
South Carolina

1,406
806
2,212
-
-
1,406
806
2,212
7
2017
2017
31
Illinois
(f)
2,103
105
2,208
-
-
2,103
105
2,208
7
2017
2016
25
Colorado
(b)
1,365
663
2,028
101
-
1,365
764
2,129
57

2015
21
Arkansas
(t)
2,014
96
2,110
7
-
2,014
103
2,117
16

2014
21
Illinois
(f)
2,100
-
2,100
-
-
2,100
-
2,100
-

2016
-
Illinois
(f)
2,075
-
2,075
-
-
2,075
-
2,075
-

2016
-
Illinois
(h)
1,700
-
1,700
347
-
1,700
347
2,047
23
2017
2012
35
Colorado
(e)
1,301
699
2,000
42
-
1,301
741
2,042
46
2017
2015
24
Colorado
(t)
1,817
210
2,027
1
-
1,817
211
2,028
64

2014
14
Illinois
(f)
2,015
-
2,015
-
-
2,015
-
2,015
2
2017
2016
-

~~F-41~~

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation (continued)

December 31, 2023

($ In Thousands)


		Initial Cost to Company			Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at Close of Period						Life on Which Depreciation in Latest Income
Description	Encumbrances	Land	Improvements	Total	Land	Improvements	Total	Land	Improvements	Total	Accumulated Depreciation	Date of Construction	Date Acquired	Statements is Computed
Illinois	(e)	1,856	—	1,856	—	—	—	1,856	—	1,856	—		2016		—
Illinois	(q)	1,825	—	1,825	—	—	—	1,825	—	1,825	—		2018		—
Illinois	(d)	1,815	—	1,815	—	—	—	1,815	—	1,815	—		2022		—
Illinois	(o)	1,696	—	1,696	—	109	109	1,696	109	1,805	15	2017	2016		50
North Carolina	(l)	1,770	—	1,770	25	—	25	1,795	—	1,795	—		2015		—
Illinois	(o)	1,772	—	1,772	—	—	—	1,772	—	1,772	—		2016		—
Illinois	(d)	1,750	—	1,750	—	—	—	1,750	—	1,750	—		2014		—
Illinois	(q)	1,735	—	1,735	—	—	—	1,735	—	1,735	—		2017		—
Illinois	(e)	1,734	—	1,734	—	—	—	1,734	—	1,734	—		2016		—
Illinois	(o)	1,646	88	1,734	—	—	—	1,646	88	1,734	30	2016	2016		23
Illinois	(o)	1,721	—	1,721	—	—	—	1,721	—	1,721	—		2016		—
Nebraska	(p)	1,608	32	1,640	—	80	80	1,608	112	1,720	35	2014, 2015	2014		28
Illinois	(o)	1,617	94	1,711	—	—	—	1,617	94	1,711	32	2016	2016		23
South Carolina	(l)	1,303	225	1,528	—	175	175	1,303	400	1,703	88	2016, 2017, 2020, 2023	2016		34
Nebraska	(p)	1,637	46	1,683	—	9	9	1,637	55	1,692	15	2014, 2015	2014		31
Illinois	(e)	1,678	4	1,682	—	(4)	(4)	1,678	—	1,678	—		2016		—
Illinois	(d)	1,496	—	1,496	—	159	159	1,496	159	1,655	—	2023	2021		30
Illinois	(o)	1,526	—	1,526	—	126	126	1,526	126	1,652	17	2017	2016		50
Illinois	(o)	1,623	—	1,623	—	—	—	1,623	—	1,623	—		2016		—
Nebraska	(p)	1,539	—	1,539	—	70	70	1,539	70	1,609	16	2011, 2015	2014		45
Illinois	(o)	1,606	—	1,606	—	—	—	1,606	—	1,606	—		2016		—
South Carolina	(i)	1,032	170	1,202	13	389	402	1,045	559	1,604	105	2017, 2018, 2020, 2023	2017		25
Illinois	(e)	1,591	—	1,591	—	—	—	1,591	—	1,591	—		2016		—
Nebraska	(b)	1,244	69	1,313	—	269	269	1,244	338	1,582	81	2014, 2015	2014		22
Illinois	(p)	1,500	—	1,500	—	26	26	1,500	26	1,526	4	2015	2014		50
Illinois	(d)	1,423	60	1,483	—	38	38	1,423	98	1,521	68	2006	2014		35
Illinois	(o)	1,484	—	1,484	—	—	—	1,484	—	1,484	—		2016		—
Illinois		1,475	—	1,475	—	—	—	1,475	—	1,475	—		2022		—
Illinois	(q)	1,471	—	1,471	—	—	—	1,471	—	1,471	—		2018		—
Illinois	(o)	1,438	—	1,438	—	—	—	1,438	—	1,438	—		2016		—
Illinois	(d)	1,437	—	1,437	—	—	—	1,437	—	1,437	—		2021		—
Illinois	(l)	1,403	—	1,403	—	—	—	1,403	—	1,403	—		2019		—
Nebraska	(b)	1,100	28	1,128	—	243	243	1,100	271	1,371	44	2014, 2015, 2018	2014		29
Nebraska	(k)	1,149	—	1,149	—	202	202	1,149	202	1,351	35	2018	2018		33
Illinois	(e)	1,231	—	1,231	—	116	116	1,231	116	1,347	17	2018	2016		40
Illinois	(e)	1,322	—	1,322	—	—	—	1,322	—	1,322	—		2016		—
Illinois		1,321	—	1,321	—	—	—	1,321	—	1,321	—		2022		—
Illinois	(e)	1,132	35	1,167	—	103	103	1,132	138	1,270	9	2016, 2022	2016		30
Illinois	(p)	801	97	898	—	364	364	801	461	1,262	57	2006, 2016, 2023	2014		40
Illinois	(e)	1,261	—	1,261	—	—	—	1,261	—	1,261	—		2016		—
Illinois	(b)	1,120	—	1,120	—	138	138	1,120	138	1,258	22	2016	2014		50
Illinois	(e)	1,256	—	1,256	—	—	—	1,256	—	1,256	—		2016		—
Illinois	(o)	1,221	—	1,221	—	—	—	1,221	—	1,221	—		2016		—
Illinois	(p)	1,147	—	1,147	—	60	60	1,147	60	1,207	9	2016	2014		50
Illinois	(e)	1,173	—	1,173	—	—	—	1,173	—	1,173	—		2016		—
North Carolina	(k)	1,161	—	1,161	—	—	—	1,161	—	1,161	—		2018		—
Illinois	(e)	1,160	—	1,160	—	—	—	1,160	—	1,160	—		2016		—
Illinois	(e)	1,117	28	1,145	—	9	9	1,117	37	1,154	16	2016, 2018	2016		20
Nebraska	(d)	1,109	40	1,149	—	—	—	1,109	40	1,149	22	2012	2014		20
Illinois	(e)	1,077	—	1,077	—	70	70	1,077	70	1,147	10	2018	2016		40
Illinois	(e)	1,128	44	1,172	—	(37)	(37)	1,128	7	1,135	2	2016	2016		30
Illinois	(e)	1,121	—	1,121	—	—	—	1,121	—	1,121	—		2016		—
Colorado	(p)	1,030	170	1,200	—	(87)	(87)	1,030	83	1,113	16	2014, 2016, 2017, 2021	2014		24
Colorado	(p)	1,105	—	1,105	—	—	—	1,105	—	1,105	—		2014		—
Illinois	(e)	1,082	—	1,082	—	—	—	1,082	—	1,082	—		2016		—
Illinois	(o)	991	—	991	—	77	77	991	77	1,068	11	2018	2016		40
Illinois	(e)	1,060	—	1,060	—	—	—	1,060	—	1,060	—		2016		—
Illinois	(e)	997	—	997	—	58	58	997	58	1,055	8	2017	2016		50

F-39

Illinois
(f)
1,675
4
1,679
335
-
1,675
339
2,014
9
2016
2016
-
Colorado
(j)
1,760
-
1,760
239
-
1,760
239
1,999
5
2017
2016
24
Illinois
(f)
1,996
-
1,996
-
-
1,996
-
1,996
-

2016
-
South Carolina
(t)
1,568
-
1,568
359
64
1,632
359
1,991
34

2014
30
Illinois
(f)
1,972
-
1,972
-
-
1,972
-
1,972
-

2016
-
Illinois
(f)
1,956
-
1,956
-
-
1,956
-
1,956
-

2016
-
Illinois
(f)
1,945
-
1,945
-
-
1,945
-
1,945
-

2016
-
Kansas
(i)
1,915
-
1,915
-
-
1,915
-
1,915
-

2015
-
Illinois
(j)
1,905
-
1,905
-
-
1,905
-
1,905
-

2016
-
Colorado
(t)
1,079
812
1,891
-
-
1,079
812
1,891
55

2014
31
Illinois
(f)
1,891
-
1,891
-
-
1,891
-
1,891
-

2016
-
South Carolina
(l)
1,321
91
1,412
459
-
1,321
550
1,871
10
2017
2017
31
Illinois
(f)
1,859
-
1,859
-
-
1,859
-
1,859
-

2016
-
Illinois
(f)
1,853
-
1,853
-
-
1,853
-
1,853
-

2016
-
Texas
(n)
925
875
1,800
29
-
925
904
1,829
69
2017
2016
24
Illinois
(o)
1,803
-
1,803
-
-
1,803
-
1,803
-

2017
-
Illinois
(f)
1,693
-
1,693
109
-
1,693
109
1,802
2
2017
2016
50
Illinois
(o)
1,792
-
1,792
-
-
1,792
-
1,792
-

2017
-
South Carolina
(t)
1,078
-
1,078
555
138
1,216
555
1,771
37
2017
2014
28
North Carolina
(d)
1,770
-
1,770
-
-
1,770
-
1,770
-

2015
-
Illinois
(f)
1,769
-
1,769
-
-
1,769
-
1,769
-

2016
-
Illinois
(h)
1,750
-
1,750
-
-
1,750
-
1,750
-

2009
-
Illinois
(o)
1,735
-
1,735
-
-
1,735
-
1,735
-

2017
-
Illinois
(f)
1,731
-
1,731
-
-
1,731
-
1,731
-

2016
-
Illinois
(f)
1,643
88
1,731
-
-
1,643
88
1,731
7
2017
2016
23
Nebraska
(t)
1,610
32
1,642
81
-
1,610
113
1,723
12

2014
24
Illinois
(f)
1,718
-
1,718
-
-
1,718
-
1,718
-

2016
-
Illinois
(f)
1,614
94
1,708
-
-
1,614
94
1,708
7
2017
2016
23
Nebraska
(t)
1,639
46
1,685
10
-
1,639
56
1,695
6

2014
22
Colorado
(t)
1,305
376
1,681
10
-
1,305
386
1,691
127

2014
16
South Carolina
(n)
1,303
225
1,528
133
-
1,303
358
1,661
17
2017
2016
34
Illinois
(f)
1,523
-
1,523
126
-
1,523
126
1,649
2
2017
2016
50
Michigan
(i)
779
851
1,630
-
-
779
851
1,630
124
2017
2016
19
Illinois
(f)
1,620
-
1,620
-
-
1,620
-
1,620
-

2016
-
Illinois
(t)
1,500
-
1,500
108
-
1,500
108
1,608
1
2017
2008
50
Illinois
(f)
1,603
-
1,603
-
-
1,603
-
1,603
-

2016
-
Illinois
(f)
1,590
-
1,590
-
-
1,590
-
1,590
-

2016
-
Nebraska
(b)
1,244
69
1,313
269
-
1,244
338
1,582
24
2015
2014
22
Nebraska
(t)
1,539
-
1,539
33
-
1,539
33
1,572
3
2017
2012
45
Colorado
(t)
1,353
184
1,537
-
-
1,353
184
1,537
80

2014
9
Illinois
(h)
1,423
60
1,483
30
-
1,423
90
1,513
61
2017
2007
27
Illinois
(f)
1,481
-
1,481
-
-
1,481
-
1,481
-

2016
-
Mississippi
(e)
1,437
33
1,470
-
-
1,437
33
1,470
2

2015
29
Illinois
(f)
1,439
-
1,439
-
-
1,439
-
1,439
-

2016
-
Illinois
(f)
1,435
-
1,435
-
-
1,435
-
1,435
-

2016
-
Georgia
(j)
1,330
72
1,402
-
-
1,330
72
1,402
5

2016
18
Nebraska
(c)
1,346
34
1,380
-
-
1,346
34
1,380
2

2015
-
Nebraska
(c)
1,314
65
1,379
-
-
1,314
65
1,379
19

2015
20
Illinois
(f)
1,320
-
1,320
-
-
1,320
-
1,320
-

2016
-
Nebraska
(i)
1,232
56
1,288
-
31
1,263
56
1,319
4

2015
24
South Carolina
(l)
1,032
170
1,202
107
-
1,032
277
1,309
6
2017
2017
31
Nebraska
(c)
1,279
23
1,302
2
-
1,279
25
1,304
7
2017
2015
12
Illinois
(h)
1,003
-
1,003
289
-
1,003
289
1,292
35
2017
2008
45
Nebraska
(c)
1,242
37
1,279
-
-
1,242
37
1,279
4

2015
23
Illinois
(f)
1,259
-
1,259
-
-
1,259
-
1,259
-

2016
-
Illinois
(b)
1,120
-
1,120
138
-
1,120
138
1,258
6
2017
2008
50
Illinois
(f)
1,256
-
1,256
-
-
1,256
-
1,256
-

2016
-
Illinois
(f)
1,254
-
1,254
-
-
1,254
-
1,254
-

2016
-
Colorado
(t)
1,238
-
1,238
-
-
1,238
-
1,238
-

2014
-
Colorado
(t)
1,030
170
1,200
31
-
1,030
201
1,231
95

2014
11
Illinois
(f)
1,229
-
1,229
-
-
1,229
-
1,229
-

2016
-
Illinois
(f)
1,219
-
1,219
-
-
1,219
-
1,219
-

2016
-
Illinois
(t)
1,147
-
1,147
59
-
1,147
59
1,206
2
2017
2013
50
Nebraska
(b)
1,100
28
1,128
73
-
1,100
101
1,201
13

2014
18
Nebraska
(c)
1,077
33
1,110
74
-
1,077
107
1,184
9
2016
2015
28
Illinois
(f)
1,171
-
1,171
-
-
1,171
-
1,171
-

2016
-
Illinois
(f)
1,126
44
1,170
-
-
1,126
44
1,170
2

2016
31
Illinois
(f)
1,130
35
1,165
-
-
1,130
35
1,165
4

2016
23
Colorado
(t)
1,128
68
1,196
(32)
-
1,128
36
1,164
34

2014
3

~~F-42~~

Table of Contents

Nebraska
(h)
1,109
40
1,149
-
-
1,109
40
1,149
10

2012
20
Nebraska
(c)
1,136
11
1,147
-
-
1,136
11
1,147
5

2015
6
Illinois
(f)
1,115
28
1,143
-
-
1,115
28
1,143
3

2016
23
Colorado
(t)
747
393
1,140
-
-
747
393
1,140
36

2014
26
Illinois
(f)
1,119
-
1,119
-
-
1,119
-
1,119
-

2016
-
Colorado
(h)
819
94
913
204
-
819
298
1,117
29
2017
2010
22
Illinois
(f)
1,063
27
1,090
17
-
1,063
44
1,107
4
2016
2016
22
Colorado
(t)
1,105
-
1,105
-
-
1,105
-
1,105
-

2014
-
Colorado
(t)
773
323
1,096
-
-
773
323
1,096
35

2014
21
Colorado
(t)
579
513
1,092
2
-
579
515
1,094
169

2014
14
Illinois
(f)
1,083
-
1,083
-
-
1,083
-
1,083
-

2016
-
Illinois
(f)
1,080
-
1,080
-
-
1,080
-
1,080
-

2016
-
Illinois
(f)
1,075
-
1,075
-
-
1,075
-
1,075
-

2016
-
Illinois
(t)
801
97
898
172
-
801
269
1,070
25
2017
2004, 2006, 2016
50
Colorado
(t)
554
443
997
70
-
554
513
1,067
38
2017
2014
23
Nebraska
(i)
848
197
1,045
22
-
848
219
1,067
29

2014
25
Illinois
(f)
1,058
-
1,058
-
-
1,058
-
1,058
-

2016
-
Nebraska
(t)
994
20
1,014
41
-
994
61
1,055
8

2014
27
Illinois
(f)
995
-
995
58
-
995
58
1,053
1
2017
2016
50
Colorado
(e)
809
141
950
64
-
809
205
1,014
19

2015
26
Illinois
(f)
1,005
-
1,005
-
-
1,005
-
1,005
-

2016
-
Illinois
(h)
991
-
991
-
-
991
-
991
-

2012
-
Illinois
(f)
950
40
990
-
-
950
40
990
2

2016
32
Illinois
(f)
989
-
989
-
-
989
-
989
-

2016
-
Kansas
(t)
805
178
983
-
-
805
178
983
64

2014
14
Illinois
(f)
980
-
980
-
-
980
-
980
-

2016
-
Illinois
(h)
923
53
976
-
-
923
53
976
2
2017
2011
50
Illinois
(f)
975
-
975
-
-
975
-
975
-

2016
-
Illinois
(f)
972
-
972
-
-
972
-
972
-

2016
-
Illinois
(f)
968
-
968
-
-
968
-
968
-

2016
-
Georgia
(i)
795
65
860
106
-
795
171
966
7
2017
2016
31
Georgia
(n)
756
202
958
-
-
756
202
958
10

2016
36
Illinois
(f)
939
-
939
-
-
939
-
939
-

2016
-
Illinois
(t)
902
34
936
-
-
902
34
936
18

2008
21
Illinois
(f)
800
130
930
-
-
800
130
930
8
2017
2016
27
Illinois
(f)
855
55
910
-
-
855
55
910
4

2016
28
Illinois
(f)
845
63
908
-
-
845
63
908
6
2017
2016
22
Illinois
(f)
879
-
879
-
-
879
-
879
-
2017
2016
-
Illinois
(i)
815
-
815
60
-
815
60
875
1
2017
2015
50
Colorado
(t)
481
373
854
15
-
481
388
869
126

2014
15
Illinois
(f)
864
-
864
-
-
864
-
864
-

2016
-
Georgia
(j)
718
144
862
-
-
718
144
862
9

2016
25
Nebraska
(b)
862
-
862
-
-
862
-
862
-

2015
-
Illinois
(f)
857
-
857
-
-
857
-
857
-

2016
-
Illinois
(f)
854
-
854
-
-
854
-
854
-

2016
-
Illinois
(o)
850
-
850
-
-
850
-
850
-

2017
-
Illinois
(h)
668
-
668
178
-
668
178
846
32
2017
2007
50
Illinois
(f)
844
-
844
-
-
844
-
844
-

2016
-
Illinois
(i)
762
-
762
75
-
762
75
837
7
2017
2015
20
Nebraska
(t)
742
-
742
94
-
742
94
836
18

2012
25
Illinois
(l)
825
-
825
-
-
825
-
825
-

2017
-
Illinois
(f)
823
-
823
-
-
823
-
823
-

2016
-
Illinois
(f)
774
47
821
-
-
774
47
821
4
2017
2016
25
Illinois
(b)
700
110
810
-
-
700
110
810
27
2017
2004
50
Illinois
(o)
805
-
805
-
-
805
-
805
-

2017
-
Colorado
(t)
803
-
803
-
-
803
-
803
-

2014
-
Illinois
(h)
644
93
737
61
-
644
154
798
26
2017
2000
50
Illinois
(f)
775
-
775
-
-
775
-
775
-

2016
-
Nebraska
(t)
702
72
774
-
-
702
72
774
6

2014
35
Illinois
(f)
671
96
767
-
-
671
96
767
4
2017
2016
28
Illinois
(f)
762
-
762
-
-
762
-
762
-

2016
-
Illinois
(o)
748
-
748
-
-
748
-
748
-

2017
-
Illinois
(f)
746
-
746
-
-
746
-
746
-

2016
-
Illinois
(f)
744
-
744
-
-
744
-
744
-

2016
-
Kansas
(t)
737
-
737
-
-
737
-
737
-

2014
-
Nebraska
(i)
711
22
733
-
-
711
22
733
2

2015
20
Illinois
(f)
732
-
732
-
-
732
-
732
-

2016
-
Illinois
(f)
729
-
729
-
-
729
-
729
-

2016
-
Illinois
(f)
727
-
727
-
-
727
-
727
-

2016
-

Farmland Partners Inc.

~~F-43~~Schedule III – Real Estate and Accumulated Depreciation (continued)

December 31, 2023

($ In Thousands)


		Initial Cost to Company			Cost Capitalized Subsequent to Acquisition			Gross Amount at Which Carried at Close of Period						Life on Which Depreciation in Latest Income
Description	Encumbrances	Land	Improvements	Total	Land	Improvements	Total	Land	Improvements	Total	Accumulated Depreciation	Date of Construction	Date Acquired	Statements is Computed
Illinois	(e)	1,065	27	1,092	—	(44)	(44)	1,065	(17)	1,048	—		2016		—
Colorado	(l)	809	141	950	—	62	62	809	203	1,012	58	2015	2015		31
Illinois	(e)	1,007	—	1,007	—	—	—	1,007	—	1,007	—		2016		—
Florida	(d)	935	67	1,002	—	—	—	935	67	1,002	16	2021	2021		10
Illinois	(e)	952	40	992	—	—	—	952	40	992	10	2016	2016		32
Illinois	(e)	982	—	982	—	—	—	982	—	982	—		2016		—
Illinois	(e)	977	—	977	—	—	—	977	—	977	—		2016		—
Illinois	(e)	974	—	974	—	—	—	974	—	974	—		2016		—
Colorado	(d)	819	94	913	—	58	58	819	152	971	73	2010, 2014, 2017, 2018	2014		22
Illinois	(e)	970	—	970	—	—	—	970	—	970	—		2016		—
Illinois	(e)	846	—	846	—	112	112	846	112	958	11	2019	2016		40
Illinois	(d)	923	53	976	—	(29)	(29)	923	24	947	6	2011	2014		50
North Carolina	(l)	936	—	936	9	—	9	945	—	945	—		2015		—
Illinois	(e)	940	—	940	—	—	—	940	—	940	—		2016		—
Illinois	(e)	847	63	910	—	—	—	847	63	910	25	2016	2016		22
Illinois		878	33	911	—	—	—	878	33	911	4	2022	2022		13
Colorado	(p)	527	373	900	—	(2)	(2)	527	371	898	323	2014, 2016	2014		17
Illinois	(e)	881	—	881	—	4	4	881	4	885	1	2016	2016		20
Illinois	(l)	866	18	884	—	—	—	866	18	884	1	2020	2020		48
Illinois	(f)	815	—	815	—	60	60	815	60	875	8	2017	2015		50
Illinois	(e)	865	—	865	—	—	—	865	—	865	—		2016		—
Other	(r)	46,995	1,313	48,308	10	1,230	1,240	47,002	2,411	49,413	607
Totals		$ 864,178	$ 87,479	$ 951,657	$ 5,673	$ 32,857	$ 38,530	$ 869,848	$ 120,204	$ 990,052	$ 33,048

~~Table of Contents~~

Illinois
(h)
725
-
725
-
-
725
-
725
-

2010
-
Illinois
(f)
708
-
708
-
-
708
-
708
-

2016
-
Illinois

701
-
701
-
-
701
-
701
-

2017
-
Illinois
(j)
667
30
697
-
-
667
30
697
2
2017
2016
24
Illinois
(h)
693
-
693
-
-
693
-
693
-

2008
-
Illinois
(h)
684
-
684
-
-
684
-
684
-

2007
-
South Carolina
(l)
477
57
534
148
-
477
205
682
4
2017
2017
32
Illinois
(i)
681
-
681
-
-
681
-
681
-

2015
-
Illinois
(f)
630
-
630
43
-
630
43
673
1
2016
2016
-
Illinois
(i)
667
-
667
-
-
667
-
667
-

2016
-
Georgia
(i)
555
106
661
-
1
556
106
662
8

2015
30
Illinois
(h)
448
100
548
110
-
448
210
658
29
2017
2003
50
Illinois
(f)
612
38
650
-
-
612
38
650
2
2017
2016
29
Georgia
(i)
482
142
624
-
2
484
142
626
8

2016
27
Illinois
(f)
617
-
617
-
-
617
-
617
-

2016
-
Illinois
(h)
610
-
610
-
-
610
-
610
-

2012
-
Nebraska
(b)
607
-
607
-
-
607
-
607
-

2015
-
Nebraska
(b)
561
-
561
-
41
602
-
602
-

2014
-
Illinois
(f)
601
-
601
-
-
601
-
601
-

2016
-
Colorado
(t)
374
201
575
2
-
374
203
577
66

2014
11
Georgia
(n)
469
108
577
-
-
469
108
577
5

2016
36
Illinois
(f)
576
-
576
-
-
576
-
576
-

2016
-
Illinois
(t)
527
37
564
-
-
527
37
564
5
2017
2011
50
Illinois
(j)
563
-
563
-
-
563
-
563
-

2016
-
Illinois
(f)
552
-
552
-
-
552
-
552
-

2016
-
Illinois
(f)
536
-
536
-
-
536
-
536
-

2016
-
Illinois
(f)
534
-
534
-
-
534
-
534
-

2016
-
Georgia
(i)
475
53
528
-
-
475
53
528
6

2015
21
Illinois
(f)
487
-
487
41
-
487
41
528
1
2017
2016
50
Illinois
(f)
499
22
521
-
-
499
22
521
2
2017
2016
29
Nebraska
(c)
500
10
510
-
-
500
10
510
5

2015
5
Illinois
(f)
507
-
507
-
-
507
-
507
-

2016
-
Illinois
(f)
505
-
505
-
-
505
-
505
-

2016
-
Kansas
(l)
319
181
500
-
-
319
181
500
8
2017
2017
20
Illinois
(h)
442
38
480
-
-
442
38
480
15

2009
24
Illinois
(f)
466
-
466
-
-
466
-
466
-

2016
-
Illinois
(f)
447
-
447
-
-
447
-
447
-

2016
-
Illinois
(f)
442
-
442
-
-
442
-
442
-

2016
-
Illinois
(f)
421
-
421
-
-
421
-
421
1
2017
2016
50
Colorado
(t)
419
-
419
-
-
419
-
419
-

2014
-
Illinois
(h)
290
38
328
81
-
290
119
409
14
2017
2006
50
Illinois
(i)
371
-
371
38
-
371
38
409
1
2017
2016
50
Illinois
(b)
398
-
398
-
-
398
-
398
-

2008
-
Illinois
(h)
322
36
358
20
-
322
56
378
9
2017
2006
47
Illinois
(f)
370
-
370
-
-
370
-
370
-

2016
-
Illinois
(f)
362
-
362
-
-
362
-
362
-

2016
-
Illinois
(t)
102
59
161
201
-
102
260
362
18
2017
2003
50
Illinois
(f)
360
-
360
-
-
360
-
360
-

2016
-
Illinois
(f)
359
-
359
-
-
359
-
359
-

2016
-
Illinois
(f)
353
-
353
-
-
353
-
353
-

2016
-
Nebraska
(t)
342
4
346
-
-
342
4
346
-
2017
2014
27
Illinois
(t)
321
24
345
-
-
321
24
345
2
2017
2011
50
Illinois
(h)
271
73
344
-
-
271
73
344
18
2017
2001
50
Kansas
(j)
235
90
325
3
-
235
93
328
6
2017
2016
21
Illinois
(f)
320
-
320
-
-
320
-
320
-

2016
-
Illinois
(f)
317
-
317
-
-
317
-
317
-

2016
-
Illinois
(f)
296
-
296
-
-
296
-
296
-

2016
-
Illinois
(f)
291
-
291
-
-
291
-
291
-

2016
-
Illinois
(f)
286
-
286
-
-
286
-
286
-

2016
-
Illinois
(f)
282
-
282
-
-
282
-
282
-

2016
-
Colorado
(t)
276
-
276
-
-
276
-
276
-

2014
-
Illinois
(f)
254
-
254
-
-
254
-
254
-

2016
-
Illinois
(h)
252
-
252
-
-
252
-
252
-

2012
-
Illinois
(h)
203
44
247
-
-
203
44
247
4
2017
2006
50
Illinois
(f)
240
-
240
-
-
240
-
240
-

2016
-
Colorado
(i)
236
-
236
-
-
236
-
236
-

2015
-
Illinois
(f)
233
-
233
-
-
233
-
233
-

2016
-
Colorado
(t)
224
-
224
-
-
224
-
224
-

2014
-
Illinois
(h)
200
16
216
-
-
200
16
216
-

2011
-

~~F-44~~

~~Table of Contents~~

Illinois
(f)
216
-
216
-
-
216
-
216
-

2016
-
Georgia

142
39
181
2
-
142
41
183
1
2017
2017
30
Illinois
(f)
179
-
179
-
-
179
-
179
-

2016
-
Illinois
(f)
170
-
170
-
-
170
-
170
-

2016
-
Illinois
(f)
157
-
157
-
-
157
-
157
-

2016
-
Illinois
(f)
153
-
153
-
-
153
-
153
-

2016
-
Illinois

34
86
120
-
-
34
86
120
16

2016
7
Colorado

-
-
-
69
-
-
69
69
1
2017
2017
40
Colorado
(i)
-
-
-
-
-
-
-
-
-

2015
-
Colorado

-
-
-
-
-
-
-
-
-

2017
-
Other
(u)
42,895
2,025
44,920
825
98
42,993
2,850
45,843
319

Farm Credit Bond
$ 5,102

Farmer Mac Bond #6
$ 14,915

Farmer Mac Bond #7
$ 11,160

Farmer Mac Bond #8A
$ 41,700

Farmer Mac Bond #9
$ 6,600

Met Life Bond #1
$ 90,000

Met Life Bond #2
$ 16,000

Met Life Bond #3
$ 21,000

Met Life Bond #4
$ 15,685

Met Life Bond #5
$ 8,379

Met Life Bond #6
$ 27,158

Met Life Bond #7
$ 21,253

Met Life Bond #8
$ 44,000

Prudential Bond
$ 6,481

Rutledge Credit Facility #1
$ 25,000

Rutledge Credit Facility #2
$ 25,000

Rutledge Credit Facility #3
$ 25,000

Rutledge Credit Facility #4
$ 15,000

Rutledge Credit Facility #5
$ 30,000

Rabo Agrifinance Note
$ 66,400

$ 515,833
946,782
116,780
1,063,562
29,476
1,117
947,899
146,256
1,094,155
10,261

(b)

~~(a)~~

isProperties denoted with (b) are part of a collateral pool for the ~~$5.1 million First Farm Credit of Central Florida Bond~~

~~(b)~~

~~is part of a collateral pool for the $14.9~~$13.8 million Farmer Mac Bond #6 .

Farmer Mac Bond #6

$ 13,827

(c)

isProperties denoted with (c) are part of a collateral pool for the $11.2 million Farmer Mac Bond #7.

Farmer Mac Bond #7

	11,160
(d)		isProperties denoted with (d) are part of a collateral pool for the ~~$41.7 milllion~~$30.0 million Farmer Mac ~~Bond #8A~~Facility.										Farmer Mac Facility		30,000

(e)

isProperties denoted with (e) are part of a collateral pool for the ~~$6.6~~$72.6 million ~~Farmer Mac Bond #9~~MetLife Term Loan #1.

MetLife Term Loan #1

72,585

(f)

isProperties denoted with (f) are part of a collateral pool for the ~~$90.0~~$5.8 million ~~Met Life Bond #1~~MetLife Term Loan #4.

MetLife Term Loan #4

5,756

(g)

isProperties denoted with (g) are part of a collateral pool for the ~~$16.0~~$5.2 million ~~Met Life Bond #2~~MetLife Term Loan #5.

MetLife Term Loan #5

5,179

(h)

isProperties denoted with (h) are part of a collateral pool for the ~~$21.0~~$21.7 million ~~Met Life Bond #3~~MetLife Term Loan #6.

MetLife Term Loan #6

21,726

(i)

isProperties denoted with (i) are part of a collateral pool for the ~~$15.7~~$15.4 million ~~Met Life Bond #4~~MetLife Term Loan #7.

MetLife Term Loan #7

15,434

(j)

~~is part of a collateral pool for the $8.4 million Met Life Bond #5~~

~~(k)~~

~~is part of a collateral pool for the $27.2 million Met Life Bond #6~~

~~(l)~~

~~is part of a collateral pool for the $21.3 million Met Life Bond #7~~

~~(m)~~

isProperties denoted with (j) are part of a collateral pool for the $44.0 million ~~Met Life Bond~~MetLife Term Loan #8.

MetLife Term Loan #8

	~~(n)~~44,000
(k)		isProperties denoted with (k) are part of a collateral pool for the ~~$6.6~~$16.8 million ~~Prudential~~MetLife Term Loan

#9.

~~(o)~~

MetLife Term Loan #9

16,800

(l)

Properties denoted with (l) are part of a collateral pool for the ~~$25.0~~$49.0 million ~~Rutledge Credit Facility 1~~

MetLife Term Loan #10.

~~(p)~~

MetLife Term Loan #10

48,986

(m)

Properties denoted with (m) are part of a collateral pool for the ~~$25.0~~$12.8 million ~~Rutledge Credit Facility 2~~

MetLife Term Loan #11.

~~(q)~~

MetLife Term Loan #11

12,750

(n)

Properties denoted with (n) are part of a collateral pool for the ~~$25.0~~$14.4 million ~~Rutledge Credit Facility 3~~

MetLife Term Loan #12.

~~(r)~~

MetLife Term Loan #12

14,359

(o)

Properties denoted with (o) are part of a collateral pool for the ~~$15.0~~$0.0 million ~~Rutledge Credit Facility 4~~

MetLife Facility.

~~(s)~~

MetLife Facility

—

(p)

Properties denoted with (p) are part of a collateral pool for the ~~$30.0~~$45.5 million ~~Rutledge Credit Facility 5~~

Rabobank.

~~(t)~~

Rabobank

45,533

(q)

Properties denoted with (q) are part of a collateral pool for the ~~$66.4~~$5.0 million ~~Agrifinance Note~~

Rutledge Facility.

~~(u)~~

Rutledge Facility

5,000

$ 363,095

(r)

Other category is comprised of 9592 farms in 67 states that on an ~~individual~~aggregate basis make up less than 5% of gross total land plus improvements as of December 31, ~~2017.~~ 2023.

Approximately ~~$2,417~~$3.3 million is part of athe collateral pool for ~~the $14,915~~ Farmer Mac Bond #6 ~~$510~~

Approximately $0.5 million is part of athe collateral pool for ~~the $11,160~~ Farmer Mac Bond #7 ~~$20,464~~

Approximately $7.6 million is part of athe collateral pool for ~~the $90,000 Met Life Bond #1, $6,494~~Farmer Mac Facility

Approximately $18.5 million is part of athe collateral pool for ~~the $21,000 Met Life Bond #3, $4,542~~MetLife Term Loan #1

Approximately $2.5 million is part of athe collateral pool for ~~the $15,685 Met Life Bond~~MetLife Term Loan #4 ~~$1,588~~

Approximately $1.3 million is part of athe collateral pool for ~~the $8,379 Met Life Bond~~MetLife Term Loan #5 ~~$1,182~~

Approximately $1.5 million is part of athe collateral pool for ~~the $21,253 Met Life Bond~~MetLife Term Loan #7 ~~$577~~

Approximately $2.0 million is part of athe collateral pool for ~~the $6,600 Prudential~~MetLife Term Loan ~~$1,553~~#9

Approximately $2.9 million is part of athe collateral pool for ~~the $25,000 Rutledge Credit~~MetLife Facility ~~1, and $5,427~~

Approximately $4.7 million is part of athe collateral pool for ~~the $66,400~~ Rabo Agrifinance ~~Note.~~

Note

~~(v)~~

(s)

all of the above properties listed in Schedule III are farms.

(t)

The aggregate ~~basis~~cost of land and depreciable property for ~~U.S.~~ federal income tax purposes ~~is $534,459.~~was approximately $891.8 million as of December 31, 2023.

~~F-45~~F-40

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation

Reconciliation of “Real Estate and Accumulated Depreciation”

(~~In Thousands)~~

Years ended December 31,

2017

2016

2015
Real Estate:

Balance at beginning of year

$
595,598

$
317,589

$
166,493
Additions during period

Additions through construction of improvements

15,549

4,866

7,722
Disposition of improvements

(671)

(40)

(6)
Non cash acquisitions

-

-

-
Acquisitions through asset acquisitions / business combinations

483,679

273,183

143,380
Balance at end of year

$
1,094,155

$
595,598

$
317,589

Accumulated Depreciation:

Balance at beginning of year

$
3,215

$
1,668

$
777
Disposition of improvements

(80)

(8)

(1)
Additions charged to costs and expenses

7,126

1,555

892
Balance at end of year

$
10,261

$
3,215

$
1,668

Real Estate balance per schedule

$
1,094,155

$
595,598

317,589
Construction in progress

8,137

1,615

286
Other non-real estate

71

74

33
Balance per consolidated balance sheet

$
1,102,363

$
597,287

317,908

Accumulated depreciation per schedule

$
10,261

$
3,215

1,668
Other non-real estate

24

9

3
Balance per consolidated balance sheet

$
10,285

$
3,224

1,671

in thousands)


	Years ended December 31,
	2023		2022
Real Estate:
Balance at beginning of year	$	1,129,485	$	1,092,693
Additions during period
Additions through construction of improvements		10,424		729
Disposition of property and improvements		(165,335)		(23,387)
Acquisitions through business combinations and/or asset acquisitions		22,171		59,450
Impairment of assets		(6,693)		—
Balance at end of year	$	990,052	$	1,129,485

Accumulated Depreciation:
Balance at beginning of year	$	38,433	$	38,254
Disposition of improvements		(12,010)		(6,771)
Additions charged to costs and expenses		7,478		6,950
Impairment of assets		(853)		—
Balance at end of year	$	33,048	$	38,433

Real Estate balance per schedule	$	990,052	$	1,129,485
Construction in progress		4,453		14,810
Other non-real estate		109		68
Balance per consolidated balance sheet	$	994,614	$	1,144,363

Accumulated depreciation per schedule	$	33,048	$	38,433
Other non-real estate		35		14
Balance per consolidated balance sheet	$	33,083	$	38,447

~~F-46~~F-41

PART I
Item 1	Business	4
~~Item 1A~~	~~Risk Factors~~	15
~~Item 1B~~	~~Unresolved Staff Comments~~	38
~~Item 2~~	~~Properties~~	38
~~Item 3~~	~~Legal Proceedings~~	38
~~Item 4~~	~~Mine Safety Disclosures~~	38
~~PART II~~		6
Item 51A	Risk Factors	16
Item 1B	Unresolved Staff Comments	39
Item 1C	Cybersecurity Disclosure	39
Item 2	Properties	41
Item 3	Legal Proceedings	41
Item 4	Mine Safety Disclosures	41
PART II
Item 5	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	38 41
Item 6	~~Selected Financial Data~~[Reserved]	41 44
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42 45
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	63 60
Item 8	Financial Statements and Supplementary Data	63 60
Item 9	Changes and Disagreements with Accountants on Accounting and Financial Disclosure	63
~~Item 9A~~	~~Controls and Procedures~~	64
~~Item 9B~~	~~Other Information~~	64
~~PART III~~		60
Item 109A	Controls and Procedures	60
Item 9B	Other Information	61
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	61
PART III
Item 10	Directors, Executive Officers and Corporate Governance	65 61
Item 11	Executive Compensation	65 61
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65 61
Item 13	Certain Relationships and Related Transactions, and Director Independence	65 61
Item 14	Principal Accountant Fees and Services	65
~~PART IV~~		62
PART IV
Item 15	Exhibits and Financial Statement Schedules	65 62
Item 16	Form 10-K Summary	66 62
Signatures		70 66


($ in thousands)
Lease Type or Status - as of the date of this Annual Report	2018 Rent		%
Leases in place with third parties
Fixed rent (1)	$	37,801	70.6	%
Variable rent (2)		14,532	27.1	%

Leases being negotiated (3)		1,213	2.3	%
	$	53,546	100.0	%
Tenant reimbursements		3,228
	$	56,774


	High		Low		Distributions Declared
January 1, 2017 – March 31, 2017	$	11.76	$	10.43	$	0.1275
April 1, 2017 – June 30, 2017	$	11.17	$	8.73	$	0.1275
July 1, 2017 – September 30, 2017	$	9.58	$	8.06	$	0.1275
October 1, 2017 – December 31, 2017	$	9.68	$	8.25	$	0.1275

January 1, 2016 – March 31, 2016	$	11.22	$	9.54	$	0.1275
April 1, 2016 – June 30, 2016	$	11.64	$	10.55	$	0.1275
July 1, 2016 – September 30, 2016	$	11.98	$	10.36	$	0.1275
October 1, 2016 – December 31, 2016	$	11.97	$	10.00	$	0.1275


				Total Number	Approximate
				of Shares	Dollar Value of
				Purchased as	Shares that May
				Part of	Yet Be
				Publically	Purchased
		Average		Announced	Under the Share
	Total Shares	Price Paid		Plans or	Repurchase
	Purchased	per Share		Programs	Program
October 1, 2017 - October 31, 2017	279	$	9.15	279	$	15,000,000
November 1, 2017 - November 30, 2017	—		—	—		15,000,000
December 1, 2017 - December 31, 2017	—		—	—		15,000,000
Total	279	$	9.15	279	$	15,000,000



		% of				% of
($ in thousands)	Approximate	Approximate		Annual		Annual
Year Ending December 31,	Acres	Acres		Cash Rents		Cash Rents
2018	36,057	24.3	%	$	6,915	21.5	%
2019	60,444	40.7	%		11,573	36.0	%
2020	28,854	19.4	%		10,038	31.2	%
2021	13,489	9.1	%		2,329	7.2	%
2022	1,216	0.8	%		333	1.0	%
2023 and beyond	8,556	5.7	%		955	3.1	%
	148,616	100.0	%	$	32,143	100.0	%


	For the Years Ended December 31,
($ in thousands)	2016		2015		$ Change		% Change
OPERATING REVENUES:
Rental income	$	29,668	$	13,548	$	16,120	119.0	%
Tenant reimbursements		263		135		128	94.8	%
Crop sales		846		—		846	NM
Other revenue		224		73		151	206.8	%
Total operating revenues		31,001		13,756		17,245	125.4	%

OPERATING EXPENSES:
Depreciation, depletion and amortization		1,554		893		661	74.0	%
Property operating expenses		2,379		1,104		1,275	115.5	%
Acquisition and due diligence costs		2,521		260		2,261	869.6	%
General and administrative expenses		7,023		4,192		2,831	67.5	%
Legal and accounting		1,447		1,090		357	32.8	%
Other operating expenses		445		—		445	NM
Total operating expenses		15,369		7,539		7,830	103.9	%
OPERATING INCOME		15,632		6,217		9,415	151.4	%

OTHER (INCOME) EXPENSE:
Other income		(337)		(98)		(239)	243.9	%
Interest expense		9,959		4,616		5,343	115.7	%
Total other expense		9,622		4,518		5,104	113.0	%

Net income before income tax expense		6,010		1,699		4,311	253.7	%

Income tax expense		11		10		1	10.0	%

NET INCOME	$	5,999	$	1,689	$	4,310	255.2	%


($ in thousands)	Payments Due by Period
Contractual Obligations	2018		2019-2021		2022-2024		2025 & beyond		Total
Principal Payments of
Long-Term Indebtedness	$	306	$	55,367	$	124,210	$	335,950	$	515,833
Interest Payments on
Fixed-Rate Long-Term Indebtedness		11,077		31,261		27,942		48,550		118,830
Variable-Rate Long-Term Indebtedness (1)		5,735		17,204		10,696		9,482		43,117
Commitment on Mortgage Note Receivable		-		-		-		-		-
Lease Payments		126		74		-		-		200
Capital Commitments		3,578		-		-		-		3,578
Total	$	20,822	$	103,906	$	162,848	$	393,982	$	681,558