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 ~~2019~~, 2022


☐		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 every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

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 ☐☑	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, ~~2019,~~2022, 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 ~~$210,402,661~~$680,814,251 based on the closing sales price of ~~$7.05~~$13.80 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 9, 2020,~~February 17, 2023, the registrant had ~~29,851,685~~54,340,190 shares of common stock ~~(31,755,477~~(55,577,529 on a fully diluted basis, including ~~1,903,792~~1,237,339 Common Units of limited partnership interests in the registrant’s ~~operating partnership)~~Operating Partnership) held by non-affiliates of the registrant outstanding for an aggregate market value of ~~$176,423,458~~$622,412,632 ($~~187,674,869~~637,891,743 on a fully diluted basis) based on the closing sales price of ~~$5.91~~$12.51 on the New York Stock Exchange on ~~March 9, 2020.~~February 17, 2023.

Documents Incorporated by Reference

Portions of the registrant’s Definitive Proxy Statement relating to its ~~2020~~2023 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, ~~2019.~~2022.

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, ~~and the outcomes of~~ 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 its impact on our tenant’s businesses and the farm economy generally, 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 our Annual Report on Form 10-K for the year ended December 31, 2022, 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, 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 to 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.

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•

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 and supply chain disruptions, 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.

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•

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, including the COVID-19 pandemic, which may have a material adverse effect on our business. The nature and extent of future impacts are highly uncertain and unpredictable.

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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.~~partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013. All of 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, 2022, FPI owned a 97.8% interest in 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”), 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 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.

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

Our primary strategic objective is to utilize our position as a leading institutional acquirer, owner and manager of high-quality farmland ~~real estate investment trust~~located in ~~the nation, with~~agricultural markets throughout North America to deliver strong risk adjusted returns to investors through a ~~portfolio spanning approximately 158,500 acres across 17 states. Our company is currently diversified across more than 100 tenant farmers who grow more than 26 major commercial crops.~~ combination of cash dividends and asset appreciation. As of December 31, 2022, we owned farms with an aggregate of approximately 165,200 acres in Alabama, Arkansas, California, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Louisiana, Michigan, Mississippi, Missouri, Nebraska, North Carolina, South Carolina, Texas, and Virginia. In addition, as of December 31, 2022, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag-Pro Ohio, LLC (“Ag Pro”) under the ~~date~~John Deere brand and served as property manager for approximately 30,900 acres, including farms in Iowa (see “Note 4—Related Party Transactions”). As of ~~this Annual Report on Form 10-K,~~December 31, 2022, 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, 2022, approximately 70% of our ~~farmland~~owned portfolio (by value) iswas used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, and ~~the remaining~~approximately 30% iswas used to ~~grow~~produce specialty crops, such as almonds, citrus, blueberries, ~~vegetables~~ 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 ~~reflects~~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, ~~under the FPI~~we offer a loan program (the “FPI Loan ~~Program,~~Program”) pursuant to which we make 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 ~~purposes.~~projects.

~~All of our assets are held by, and our 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 94.0% of the 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”) or shares of our 6.00% Series B Participating Preferred Stock (the “Series B Participating Preferred Stock”). Unlike holders of our common stock, holders of Common units, Series A preferred units, and Series B Participating Preferred Stock, generally do not have voting rights or the power to direct our affairs. See Note 9 to our consolidated financial statements for additional information regarding the Series A preferred units and our Series B Participating Preferred Stock.

In addition to farmland, we own the improvements on our farms, such as irrigation, drainage and grain storage facilities. We also may acquire properties related to farming, such as grain storage facilities, grain elevators, feedlots, processing plants and distribution centers, as well as livestock farms or ranches. In 2019 we had lease options on nineteen of our farms for solar and wind production. In addition, during 2019, we engaged directly in farming through 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, 2022, the TRS performed direct farming operations on 2,175 acres ~~(approximately 1,857~~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.

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As of December 31, 2022, 20 of our farms, which collectively comprised approximately 13,345 acres, ~~during 2019) relying on custom farming contracts with local farm operators.~~had leases for operational or under-construction renewable energy production, and 23 of our farms, which collectively comprise approximately 15,211 acres, had options for potential future solar or wind development and operating lease. Refer to “– Environmental, Social and Governance–Environmental 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 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.

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Full Year ~~2019 and Recent~~2022 Highlights

During ~~2019:~~2022:

●

Operating ~~revenues decreased 4.5%~~revenue increased 18.3% from ~~2018~~$51.7 million for ~~a total of $53.6~~the year ended December 31, 2021 to $61.2 million ~~as compared to 2018 operating revenues of $56.1 million;~~

for the year ended December 31, 2022;

●

~~Net operating income decreased 11.3% from 2018 for a total of $26.3 million as compared to 2018 net operating income of $29.7 million;~~

Net income increased ~~5.8%~~16.6% from ~~2018~~$10.3 million for ~~a total of $14.9~~the year ended December 31, 2021 to $12.0 million ~~as compared to 2018 net income of $14.0 million;~~

for the year ended December 31, 2022;

●

Adjusted Funds from ~~Operations (“AFFO”~~Operation ("AFFO") ~~decreased 51.3%~~increased from ~~2018~~$0.4 million for ~~a total of $4.4~~the year ended December 31, 2021 to $15.8 million ~~as compared to 2018 AFFO of $9.0 million;~~

for the year ended December 31, 2022;

●

Total indebtedness decreased 14.4% from $513.4 million at December 31, 2021 to $439.5 million at December 31, 2022;

●

We completed ~~two~~17 acquisitions, consisting of 20 properties, in the Corn Belt and High Plains regions during the year ended December 31, 2022. Aggregate cash consideration for these acquisitions totaled $54.4 million for real estate purchases accounted for as asset acquisitions plus $17.3 million for ~~total gross consideration~~the purchase of ~~$3.3 million;~~

land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand which are accounted for as financing receivables;

●

We completed ~~four~~five dispositions, consisting of ~~seven farms~~five properties, in the Corn Belt, High Plains and Southeast regions. The Company received cash consideration for ~~total gross consideration of $34.1~~these dispositions totaling $17.0 million ~~resulting in~~and recognized an aggregate gain on sale of ~~$7.9~~$2.6 million;

●

We ~~repurchased approximately 3.5 million~~sold 8,594,940 shares of ~~our~~ common stock ~~at a weighted average price of $6.24 per share, or approximately $22.0~~generating $122.7 million in ~~the aggregate;~~gross proceeds and

~~We repurchased approximately 42,000 shares of our Series B Participating Preferred Stock at a weighted average price of $21.60 per share, or approximately $0.9~~ $121.3 million in net proceeds under the ~~aggregate.~~

“at-the-market” equity offering programs; and

●

We increased liquidity to $176.7 million as of December 31, 2022, compared to $30.2 million as of December 31, 2021.

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.”

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 loans to farm

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operators secured by farmland, properties related to farming, crops (growing or stored), and/or agricultural equipment. We may also invest in other agriculture-related business, typically through our TRS.

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 87 million acres. The uses of corn and approximate percent of total uses during the 2021/2022 marketing year (September 2021 to August 2022) are as follows: animal feed and residual products (34%); ethanol and its animal feed byproducts known as distillers’ dried grains with solubles or DDGS (34%); exports (14%); other sugars, starches, cereals, seeds (9%); and ending stocks or inventory (8%).

The second most widely grown crop in the United States is soybeans, at approximately 87 million acres. The uses of soybeans and approximate percent of total uses during the 2021/2022 marketing year (September 2021 to August 2022) are as follows: crushings (48%); exports (46%); seed and residual (3%); and ending stocks or inventory (4%). 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 47 million acres. The uses of wheat and approximate percent of total uses during the 2021/2022 marketing year (June 2021 to May 2022) are as follows: food (40%); exports (32%); seed, feed and residual (5%); and ending stocks or inventory (24%).

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

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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.

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 December 2022, real estate debt on farms is $348 billion, compared to a real estate value of $3.2 trillion, representing an 11% 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.

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We may consider investing in farmland in other countries 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.

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 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 primary crop properties under short-term 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.

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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 going back to 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

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significant percentage of our total revenues, they offer opportunities to enhance returns to stockholders at little or no cost to us.

Family-Owned Properties

According to America’s Farms and Ranches at a Glance 2022 Edition, a USDA report, family farms accounted for approximately 98% of the ~~USDA, as of 2017, 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	1,784,536	89.1	%	45.2	%	17.8	%
Midsize Family Farms	Less than $1,000,000	113,005	5.6	%	17.8	%	18.4	%
Large-Scale Family Farms	Greater than $1,000,000	63,153	3.2	%	26.9	%	46.5	%
Nonfamily Farms		43,058	2.1	%	10.1	%	17.3	%
Total		2,003,752	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.~~farms or ranches.

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.

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●

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

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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 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 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.

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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 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

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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, 2022, we managed approximately 30,900 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 fixed 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 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, 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, 2022, we owned farms with an aggregate of approximately 165,200 acres in Alabama, Arkansas, California, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Louisiana, Michigan, Mississippi, Missouri, Nebraska, North Carolina, South Carolina, Texas, and Virginia. In addition, as of December 31, 2022, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the ~~date of this Annual Report on Form 10-K, we own~~John Deere brand and served as property manager for approximately ~~158,500 total~~30,900 acres, ~~of farmland.~~including farms in Iowa (see “Note 4—Related Party Transactions”). During the year ended December 31, ~~2019,~~2022, the Company completed ~~two~~17 acquisitions, consisting of 20 properties, in ~~Illinois~~the Corn Belt and ~~Colorado, which were~~High Plains regions. Aggregate cash consideration for these acquisitions totaled $54.4 million for real estate purchases accounted for as asset ~~acquisitions. Consideration totaled $3.3~~acquisitions plus $17.3 million for the purchase of land and ~~was comprised of cash and reduction of notes receivable.~~buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand which are accounted for as financing receivables. Also, during the year ended December 31, ~~2019,~~2022, the Company completed ~~four~~five dispositions ~~consisting of seven farms~~ in ~~Illinois, Michigan, Florida,~~the Corn Belt, High Plains and ~~Arkansas. Cash receipts on~~Southeast regions. We received cash consideration for these dispositions ~~totaled $34.1~~totaling $17.0 million ~~with a total~~and recognized an

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aggregate gain on sale of ~~$7.9~~$2.6 million. See ~~“Managements’~~“Management’s Discussion and Analysis of Financial 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⁾	47,182	21,961	69,143
Delta and South	32,878	1,489	34,367
High Plains	33,006	1,380	34,386
Southeast	40,354	6,107	46,461
West Coast	11,752	—	11,752
	165,172	30,937	196,109

(1)
~~Region~~		~~Total Acres~~
Corn Belt		~~43,903~~
includes farms located in Illinois, Indiana, Iowa, Michigan, Missouri and eastern Nebraska. Delta and South		~~27,871~~
includes farms located in Arkansas, Louisiana, and Mississippi. High Plains		~~31,622~~
includes farms located in Colorado, Kansas, western Nebraska and Texas. Southeast		~~43,498~~
includes farms located in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. West Coast		~~11,586~~
		~~158,480~~ includes farms located in California.

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 2020 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

2020 Rent

%

Leases in place with third parties

Fixed rent (1)

$
32,381

72.8
%
Variable rent (2)

11,093

24.9
%

Leases being negotiated (3)

1,029

2.3
%

$
44,503

100.0
%
Tenant Reimbursements

3,882

$
48,385

(2)

~~(1)~~

~~Includes~~In addition, we own land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the ~~fixed rent portion of leases providing for fixed and variable rent components.~~

John Deere brand.

~~(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.

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~~(3)~~

Management’s 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.

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Regulation

~~Regulation~~

Farming Regulations

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

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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.”

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Environmental, Social and Governance (“ESG”)

~~Competition~~

We believe a strong commitment to ESG supports our business model, promotes environmental stewardship, sustains a safe and healthy workplace, and upholds high standards of business ethics and conduct. Our ESG policy is founded on the principle of helping feed the world, especially people in poverty, with the least negative environmental impact possible.

~~Competition~~

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, 2022, we leased acres to support 6 solar energy operational or under-construction projects across 11 farms and 3 wind energy projects across 9 farms, which have the capacity to generate approximately 214 and 47 megawatts of renewable energy, respectively. We own 23 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 formed a partnership with Ducks Unlimited in 2021 to sell approximately 1,268 acres in a three-part conservation transaction to support habitat restoration and protection in Virginia. Many more of our farms provide habitat for waterfowl and other wildlife.

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, both quantitatively and qualitatively. Moreover, we are 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.

Governance Fiduciary Duties and Ethics

We recognize that transparency and employing an array of best practices in corporate governance better serves all stakeholders. As of the date of this Annual Report, we have five independent directors who have diverse backgrounds and bring different perspectives to our board, which promotes better strategic thinking and planning in addition to thoughtful and robust oversight. Our Board of Directors, management team and employees are all subject to a Code of Business Conduct and Ethics and are committed to always maintaining the highest ethical standards across our processes, business practices, and policies.

ESG Leadership and Strategy

ESG is considered a high priority topic at all levels in our organization, with a commitment formulated by the Board of Directors and senior management team. Going forward, we intend to maintain and expand our focus on ESG principles

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already embedded in our culture, policies and practices, gradually implementing efforts to measure, improve and communicate our performance. We expect our ESG objectives and the resources allocated to ESG matters will continue to evolve over time as we assess strategies that are most appropriate for our organization.

ESG Plan and Reporting

In 2023, we intend to adopt written ESG Policies and publish our first ESG-focused report, outlining in more detail our ESG-focused efforts, results and objectives.

Competition

Competition 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 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~~ 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.

~~Employees~~Human Capital Resources

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 9, 2020,~~December 31, 2022, we had 1330 employees, 1228 of which are full time. None of our employees are 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

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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 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

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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.

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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, ~~2019,~~2022, we had approximately ~~$512.9~~$439.5 million of outstanding indebtedness excluding debt issuance costs, most of which is secured by mortgages on our farms. We intend to incur additional debt in connection with ~~refinancings~~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. We have $48.3 million of outstanding indebtedness that matures in June and July of 2020. As of the date of this Annual Report on Form 10-K, we have not secured a financing source to refinance this amount and we can provide no assurances that we will secure a financing source to refinance our near-term maturities. It may be necessary to refinance the debt through new debt or equity financings, which may not be available on acceptable terms or at all and which could be dilutive to our stockholders. In addition, we have sold farms in order to repay indebtedness in the past and may do so in the future. Such dispositions may come at inopportune times or on disadvantageous ~~tems,~~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

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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 ~~we default on our debt coming due in 2020, it could cause the acceleration of a significant portion of our indebtedness as a result of these cross-default provisions 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, ~~2019,~~2022, we had approximately ~~$512.9~~$439.5 million of outstanding mortgage indebtedness excluding debt issuance ~~costs, of which $48.3 million matures in June and July of 2020.~~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.

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:

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restrict our ability to incur additional indebtedness;

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restrict our ability to incur additional liens;

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

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restrict our ability to merge with another company;

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restrict our ability to sell or dispose of assets;

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restrict our ability to make distributions to stockholders; and

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

Over the past year, 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 indicated that it expects to maintain elevated benchmark interest rates during 2023 and 2024 to help curb inflation. Rising interest rates will 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, 2022, $262.0 million of our outstanding indebtedness was subject to interest rates that reset from time to time (excluding our floating rate debt), of which $174.1 million was subject to interest rates that will be reset in 2023. As of December 31, 2022, the weighted average interest rate of the indebtedness subject to interest rate resets in 2023 was 3.23%, which we expect to increase significantly if benchmark interest rate levels remain constant or increase as we expect them to during the course of 2023 (for more information on rate resets see “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable”). These expected 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.

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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 tenant’s 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 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 profitability, either of which would have a material adverse effect on our business or results of operations, financial condition, and ability to make distributions to our stockholders.

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 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. Both domestic and international markets experienced significant inflationary pressures in 2022, and inflation rates in the U.S. are currently expected to continue at elevated levels for the near-term. In addition, the Federal Reserve has raised, and is expected to continue to raise, interest rates in response to concerns about inflation, which, coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. 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 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 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.

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

By value, approximately 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.

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Our ability to expand through 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 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, 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 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 monitor and evaluate the credit risk exposure related to farm-operator tenants on an ongoing basis, we are subject 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 leases with tenants engaged in farming operations have terms customary in the farming 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

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we enter into in the future will have two to seven-year terms. As a result, we are required to frequently re-lease our 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 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 or preferred units) could be dilutive to existing stockholders. Our access to third-party sources of capital depends, in part, on:

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general market 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;

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

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

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the market’s perception of our growth potential;

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our debt levels;

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our current and expected future earnings;

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our cash flow and cash distributions; and

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the market price per share of our common stock.

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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.

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 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.

In addition, the Code imposes restrictions on a 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 we have done in the 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, 2022, we owned 1,959 acres of farmland in Kansas and 815 acres in Missouri, and our ownership of those farms may be challenged under Kansas, or Missouri 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, 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. 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.

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conditions. The costs to control these infestations vary depending on the severity of the damage and the extent of the 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, North Carolina, Colorado and Arkansas, which generate 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 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, 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. 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.

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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.

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, 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 expectations, and we may experience other unanticipated adverse effects, all of which may materially and 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 and the successful implementation of our Chief Executive Officer transition announced in November 2022. Effective following the filing of this Annual Report on Form 10-K, Luca Fabbri will assume the position of Chief Executive Officer and be appointed to the Board of Directors and Paul A. Pittman will continue to serve as Executive Chairman of the Board of Directors. We can provide no assurances that any of our key personnel will continue their employment with us. The loss of the services of Messrs. Pittman or Fabbri 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.

We have entered into joint investments (including our ownership interest in the OZ Fund) and may in the future, 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 our ownership interest in the OZ Fund and any similar arrangements that we may enter into in the future, we are not, and in the future may not be, in a position to exercise any decision-making authority regarding the property, partnership, joint venture or other entity. Such joint investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not otherwise present with a 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

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jeopardize our status as a REIT or require us to ~~satisfy minimum~~pay tax, we may be forced to dispose of our interest in such entity. Disputes 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 suffer if we do not effectively manage properties on behalf of the OZ Fund and MWA clients.

Our ability to 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 launch of a joint asset management platform with 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 new 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 to 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 material adverse effect on the business of 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 ~~coverage ratios, minimum tangible net worth~~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 pursue similar strategic activities if appropriate opportunities arise. Our historical experience in our existing markets in acquiring, owning and leasing farmland does not ensure that we 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 REIT may be jeopardized if the third-party farmland management or agricultural equipment dealership facilities cause us to fail to comply with various tax or other regulatory matters.

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

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. While our Annual Report on Form 10-K for the year ended December 31, 2019 contained an independent auditor’s attestation report pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), we are not required to include such an audit report in this Annual Report. We have identified material weaknesses in the 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. 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, we make loans to third-party farmers (both tenant and non-tenant) to provide financing for borrowers’ working capital requirements and ~~maximum leverage ratios.~~

operational farming activities, farming infrastructure projects, and for other farming and agricultural real estate related purposes. As of the date of this Annual Report on Form 10-K, we have made loans to nine distinct borrowers with original principal amounts totaling $24.9 million. These loans consist of: 12 loan agreements which were originally secured by senior first-lien mortgage loans secured against farmland; 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. The remaining loan balances are secured exclusively by senior first-lien mortgages, with $4.8 million outstanding at December 31, 2022 (representing less than 1% of our total assets as of December 31, 2022), and 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 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

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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.

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 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 ~~are currently~~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 ~~are currently~~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 ~~shareholders,~~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. We are also subject to shareholder litigation and subject to a risk of additional shareholder litigation in the future. Some of the pending and potential future claims against the company may result in significant defense costs and potentially significant judgments against us, some of which are not, may not be, 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 to our Consolidated Financial Statements included in Part IV, Item ~~3, Legal Proceedings, included elsewhere in~~8 of this Annual Report on Form 10-K.

~~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.~~

~~By value, approximately 70% of our portfolio is used for primary crops, such as~~corn, 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.

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

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Our ability to expand through 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 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, 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.~~

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 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.

Our leases with tenants engaged in farming operations have terms customary in the farming industry, ranging mostly from two to three years for row crops and one to seven years for permanent crops, with some permanent crop leases exceeding twenty years. We expect that most of the leases we enter into in the future will have two to seven-year terms.

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As a result, we will be required to frequently re-lease our 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 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 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 leaseincur significant unrecoverable costs if we are ~~forced pursue alternative payment arrangements or litigation with any of our tenants.~~

~~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.

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 or preferred units) could be dilutive to existing stockholders. Our access to third-party sources of capital depends, in part, on:

general market conditions, including conditions that are out of our control, such as the U.S. Presidential election and the impact of health and safety concerns, such as the current coronavirus outbreak;

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

~~the 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.~~

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~~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 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 an 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.

In addition, the Code imposes restrictions on a 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 the case with our acquisition of the Hudye Farm in 2014, 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, 2019, we owned 1,959 acres of farmland in Kansas and 1,690 in South Dakota, and our ownership of those farms may be challenged under Kansas or South Dakota 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, which may affect our tenants' ability to pay rent and thereby have a material adverse effect on our results of operations, financial condition, and our ability to make distributions to stockholders.

In addition, crops are vulnerable to disease and pests. Damages to 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 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

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~~difficult to predict the occurrence or severity of such product recalls, fines or litigation as well as their impact upon our tenants.~~

For example, our tenants’ profitability and, to some degree, our variable rent revenue were negatively impacted by extreme weather events in 2018 and 2019. Specifically, hurricane Michael affected our pecan farms in Alabama and Georgia, and excess rainfall affected several row crop farms in the Corn Belt, Delta and South, and Southeast regions. Furthermore, a heat wave affected an avocado farm in California, with a negative impact on 2019 revenue.

The impacts of trade disputes 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.

Recent trade disputes between the United States and its primary agricultural trade partners have negatively impacted the market prices of certain crops that our tenants grow on our properties. For example, China announced a 25% tariff on agricultural products including soybeans, corn, wheat and other agricultural products, which significantly reduced U.S. agricultural exports to China. Prior to the trade tensions, the U.S. exported 50% of its soybean crop, and 58% of those exports were to China, worth approximately U.S. $14 billion. In light of the trade disputes with the United States, China has been sourcing its agricultural products from other markets. The recently announced “Phase 1” trade deal with China may not lead to increased agricultural exports, and U.S. agricultural exports to China may never reach prior levels. 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 effected. If we are required to remove a tenant, we may not be able to release the property at current rental rates or at all. Furthermore, prolonged trade disputes that lead to a continuation of depressed crop prices could materially and adversely affect the underlying value of our properties.

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If the U.S. Federal Reserve or other central banks embark on a substantial tightening of monetary policy 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. This 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.

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 our business or results of operations, financial condition, and ability to make distributions to our stockholders.

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. We can provide no assurances that any of our key personnel will continue their employment with us. The loss of services of Messrs. Pittman and Fabbri 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.~~

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 any similar arrangement that we may enter into in the future, we may not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present where a third party is not involved, 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 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

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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 will continue to incur costs as a result of being a public company.~~

As a public company, we expect to continue to incur significant legal, accounting, insurance, and other expenses that we did not incur 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 now that we are no longer an emerging growth company, although we are currently unable to estimate these costs with any degree of certainty.

~~We are required to have an independent auditor assess the effectiveness of our internal control over financial reporting.~~

As of December 31, 2019, we are no longer an emerging growth company under the Jumpstart Our Business Startups Act (“JOBS Act”), and management is required to have an independent auditor assess the effectiveness of our internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act. We cannot give any assurances that material weaknesses will not be identified in the futuresuccessful in connection with the litigation we have filed against Sabrepoint.

As described in further detail in Note 8 to our compliance with the provisions of Section 404 of the Sarbanes-Oxley Act. In connection with our audit for the year ended December 31, 2019, our independent registered public accounting firm identified and communicated a material weakness related to the failure of management to timely comply with compensating controls with respect to the separation of dutiesConsolidated Financial Statements included in our accounting IT systems. The material weakness was primarily caused by the Company’s limited staffing. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. We cannot give any assurances that the material weakness identified by our independent registered public accounting firm will be remediated on a timely basis or at all or that additional 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 the material weakness described above has precluded management and our independent auditors from being able to reach a conclusion that we maintained effective internal control over financial reporting. Our management may be required to devote significant time and expense to remediate this material weakness and any other material weaknesses that may be discovered in the future and may not be able to remediate such material weaknesses in a timely manner. The existence of any future 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, any of which could lead to a decline in the per share trading price of our common stock.

Under the FPI Loan Program, we make loans to third-party farmers (both tenant and non-tenant) to provide financing for working capital requirements and operational farming activities, farming infrastructure projects, and for other farming and agricultural real estate related purposes. ~~As of the date~~Part IV, Item 8 of this Annual Report on Form 10-K, ~~we have made~~ ~~seven senior secured first-lien mortgage loans secured~~on July 2, 2021, the Company filed a complaint against ~~farmland or farm related properties~~First Sabrepoint Capital Management, LP, Sabrepoint Capital Partners, LP, Sabrepoint Capital Participation, LP, George Baxter, and ~~one loan secured against crop~~Donald Marchiony (collectively, “Sabrepoint”) seeking relief for Sabrepoint’s alleged role in a “short and distort scheme” to farmers totaling $19.1 million, with $4.8 million outstanding at December 31, 2019 (representing less than 0.01% of our total assets as of December 31, 2019), and we intend to make similar loans under the FPI Loan Programprofit from an artificial decline in the ~~future.~~ ~~Payments~~Company’s stock price stemming from an article posted on ~~such loans depend~~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. We are pursuing an appeal of that order. The parties have briefed the narrowed appeal before the Texas Court of Appeals and oral argument was conducted on the profitable operation or management of the farmland or farmland-related property securing the loan or the maintenance of any equipment securing the loan. The success of the farmland or farm-related propertyNovember 30, 2022. We may not 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~~successful in ~~market prices for agricultural products (both domestically~~this litigation, in which case we would have incurred significant costs 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 loan for whichexpenses. Even if we are

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successful, there can be no assurance that we will be able to recover damages. To the ~~lender,~~extent that any such adverse effects exceed any benefits we may ~~attempt to foreclose on the collateral securing the loan, including by acquiring title to the subject property, crops, or equipment, to protect~~realize from pursuing this litigation, 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 rightsbusiness, prospects, financial condition 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~~may suffer materially.

Table 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 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.Contents

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

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.

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.

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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;

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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

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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.

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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 a group of farms in Colorado and Kansas, ~~we granted~~ 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.

Increases in mortgage rates or unavailability of mortgage debt may make it difficult for us to finance or refinance our debt, which could have a material adverse effect on our financial condition, results of operations, growth prospects 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 the purchase of additional properties or refinance existing debt when it becomes due. If interest rates are higher when we refinance our

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debt, our income and cash flow could 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.

Changes to the base rate on our floating rate indebtedness could increase our borrowing costs.

As of December 31, ~~2019, $181.2~~2022, $59.5 million of our outstanding indebtedness bears interest at floating rates based on the London interbank offered rate (“LIBOR”) and has maturity dates beyond December 31, ~~2021. In July 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it will stop compelling banks to submit rates for the calculation~~2022. The use of LIBOR ~~after 2021. It~~was phased out at the end of 2021, although the phase out of U.S. dollar LIBOR has been delayed until mid-2023. Currently, the Company is ~~not possible~~in process of converting its remaining LIBOR-based indebtedness to ~~predict~~a Secured Overnight Financing Rate (“SOFR”) based instrument. The impact of the ~~effect of these changes, other reforms or the establishment of alternative reference rates. The discontinuation or modification of~~transition from LIBOR on us could result in interest rate increases on our debt, which could adversely affect our cash flow, operating results and ability to make distributions to our stockholders at expected levels or at all.

~~Risks Related to Our Organizational Structure~~

We ~~may be~~are subject to ~~unknown or contingent liabilities related to acquired properties~~risks associated with public health crises, such as pandemics and ~~properties that we~~epidemics, including the COVID-19 pandemic, which may ~~acquire in the future, which could~~ have a material adverse effect on ~~us.~~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, including the COVID-19 pandemic. While many countries around the world have removed or reduced the restrictions taken in response to the COVID-19 pandemic, the emergence of new variants of COVID-19 virus may result in new governmental lockdowns, quarantine requirements or other restrictions to slow the spread of the virus. In addition, any such measures could also impact the global economy more broadly, for example by leading to further economic slowdowns. While COVID-19 case volumes have decreased in the U.S and certain other countries, the global outlook remains uncertain as case counts fluctuate and vaccination and booster rates remain relatively low in many parts of the world. In particular, as COVID-19 cases increase in China, demand for U.S. agricultural products in that market may be reduced, which could reduce our tenants’ profitability.

~~Properties~~Our rental revenue and operating results depend significantly on the ability of our tenants to meet their rent and other obligations to us. While in general our tenants’ businesses were not materially affected, certain sectors of the agricultural industry saw a decreased demand for their products as a result of the economic disruptions caused by COVID-19. Such decreases in demands could further exacerbate, and demand may never recover to its pre-pandemic levels. If the impacts of the pandemic or a future public health crisis continue for an extended period of time, we expect that ~~we have acquired, and properties that we~~certain tenants may ~~acquire~~

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experience greater financial distress, which could result in ~~the future, may be subject to unknown~~late payments, requests for rental relief, business closures, rent concessions or ~~contingent liabilities for which~~other accommodations, as applicable. In some cases, we may have ~~no recourse, or only limited recourse, against the sellers. In general, the representations~~to restructure tenants’ long-term rent obligations and ~~warranties provided under the transaction agreements related to the purchase of properties that we acquire~~ may not ~~survive~~be able to 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 ~~completion~~potential emergence of new variants of the ~~transactions. Furthermore, indemnification under~~COVID-19 virus, the pace at which government restrictions are imposed and lifted, the scope of additional 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 ~~agreements may~~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 highly uncertain and cannot be ~~limited and subject to various materiality thresholds, a significant deductible~~predicted with confidence.

To the extent the COVID-19 pandemic 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 expectations, and we may experience other ~~unanticipated adverse effects, all of which may materially and~~public health crises adversely affect ~~us.~~our operations and global economic conditions more generally, it may also have the effect of heightening many of the other risks described herein.

Risks Related to Our Organizational Structure

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 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.

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.

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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

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

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:

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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

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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.

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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, 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

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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:

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"“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

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

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redemption rights;

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

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transfer restrictions on Common units;

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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

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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 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 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:

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

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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

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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.

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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, 2022, we owned approximately ~~94.0%~~97.8% 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.

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 2018 estimated average value per acre of farmland in the 17 states in which we owned farmland as of June 30, 2018 weighted by the percentage of the total unaudited book value of our properties held in each of the 17 states as of June 30, 2019. 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 2018 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

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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.

If we fail to qualify as a REIT for any taxable year, we will be subject to U.S. federal income tax ~~(including, for periods prior to 2018, any applicable alternative minimum 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

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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 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.

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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 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.

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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.

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.

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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 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,

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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%.

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

In recent years, numerous legislative, judicial and administrative changes have been made to the U.S. federal income tax laws applicable to investments in real estate and ~~REITs, including the passage of the Tax Cuts and Jobs Act of 2017, the full impact of which may not become evident for some period of time.~~REITs. There can be no assurance that future changes to the U.S. federal income tax laws or regulatory changes will not be proposed or enacted that could impact our business and financial results. The REIT rules are regularly under review by persons involved in the legislative process and by the 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 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 federal tax laws on an investment in our shares.

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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.

Continued increases in market interest rates may have an adverse effect on the market price of our common stock.

One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution yield, which is our distribution rate as a percentage of the share price of our common stock, relative to market interest rates. If market interest rates continue to increase, prospective investors may desire a higher distribution yield on our common stock or ~~Series B Participating Preferred Stock.~~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 be significant.

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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 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;

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changes in our funds from operations or earnings estimates;

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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;

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sustained decreases in agricultural commodity and crop prices;

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

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

changes in market valuations of similar companies;

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

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additions or departures of key management personnel;

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actions by institutional stockholders;

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speculation in the press or investment community;

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

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the extent of investor interest in our securities;

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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;

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our underlying asset value;

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investor confidence in the stock and bond markets generally;

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changes in tax laws;

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future equity issuances;

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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

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●

general market and economic conditions, including conditions that are outside of our control, such as the ~~upcoming U.S. Presidential election and the~~ impact of public health and safety concerns, such as the ~~current~~ongoing coronavirus ~~outbreak.~~

pandemic and efforts to mitigate its spread.

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

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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.

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, ~~2019,~~2022, approximately ~~30.0~~54.3 million shares of our common stock were outstanding. In addition, as of the date of this Annual Report on Form 10-K, other than the Common units held by us, approximately ~~1.9~~1.2 million Common units in our ~~operating partnership~~Operating Partnership were outstanding, ~~1.9~~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 ~~1.9~~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.

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

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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.

Our Series B Participating Preferred Stock is subordinate to our existing and future debt and other liabilities, and could be diluted by the issuance of additional preferred stock and by other transactions.

Our Series B Participating Preferred Stock is subordinate to all of our existing and future debt. Our existing debt restricts, and our future debt may include restrictions on, our ability to pay dividends to preferred stockholders in the event of a default under the debt facilities. Additionally, the issuance of additional shares of preferred stock on parity with or senior to the Series B Participating Preferred Stock would dilute the interests of the holders of the Series B Participating Preferred Stock, and any issuance of shares of preferred stock senior 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.

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 in the event of a highly leveraged or other transaction, 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 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 properties and our related distributions to stockholders, and not from the underlying appraised 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 our Series B Participating Preferred Stock, and such effects could be significant. For instance, if interest rates rise without an increase in our distribution rate, the market price of our common stock 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.

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.

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Item 3. Legal Proceedings

~~On July 11, 2018, a purported class action lawsuit, captioned~~ ~~Kachmar v. Farmland Partners, Inc.~~ ~~(the~~ ~~Kachmar~~ ~~Action”),was filed~~For information regarding legal proceedings as of December 31, 2022, see Note 8 to our Consolidated Financial Statements included in the United States District Court for the District of Colorado against the Company and certain of our officers by a purported Company stockholder. The complaint alleges, among other things, that our disclosure related to the FPI Loan Program was materially false and misleading in violation of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. On August 17, 2018, a second purported class action, captioned ~~Mariconda v. Farmland Partners Inc.~~ ~~(the “Mariconda~~ ~~Action”) was filed in the United States District Court for the District of Colorado, alleging substantially identical claims as the~~ ~~Kachmar~~ ~~Action. Several purported shareholders moved to consolidate the~~ ~~Kachmar~~ ~~Action and the~~ ~~Mariconda~~ ~~Action and for appointment as Lead Plaintiff. On November 13, 2018, the plaintiff in the~~ ~~Kachmar~~ ~~action voluntarily dismissed the~~ ~~Kachmar~~ ~~Action. On December 3, 2018, the court appointed two purported stockholders of the Company, the Turner Insurance Agency, Inc. and Cecilia Turner (the “Turners”), as lead plaintiffs in the~~ ~~Mariconda~~ ~~Action.~~ ~~On March 11, 2019, the court-appointed lead plaintiffs and additional plaintiff Obelisk Capital Management filed an amended complaint in the~~ ~~Turner~~ ~~Action. On April 15, 2019, the defendants moved to dismiss the amended complaint in the~~ ~~Turner~~ ~~Action. On June 18, 2019, the court denied the defendants’ motion to dismiss the amended complaint in the~~ ~~Turner~~ Action. The defendants answered the amended complaint on July 2, 2019. On December 6, 2019, plaintiffs voluntarily dismissed Obelisk Capital Management from the case. In connection with Obelisk Capital Management’s dismissal from the case, defendants filed a motion for judgment on the pleadings on December 10, 2019, which automatically stayed discovery in the action pending the court’s determination of the motion. On December 16, 2019, plaintiffs filed a motion for class certification. On December 27, 2019, plaintiffs filed a motion for leave to file a second amended complaint. Defendants filed a response opposing the motion for leave to file a second amended complaint on January 17, 2020, and filed a motion to adjourn the class certification briefing schedule in light of the discovery stay on January 29, 2020. These motions remain pending and discovery remains stayed pending decision on defendants’ motion for judgment on the pleadings. At this time, no class has been certified in the ~~Turner~~ ~~Action and we do not know the amount of damages or other remedies being sought by the plaintiffs. The Company can provide no assurances as to the outcome~~Part IV, Item 8 of this ~~litigation or provide an estimate of related expenses at this time.~~

~~On December 18, 2018, a purported stockholder of the Company, Jack Winter, filed~~ ~~a complaint in the~~ ~~Circuit Court for Montgomery County, Maryland (the “Winter~~ ~~Action”), purporting to assert breach of fiduciary duty claims derivatively~~Annual Report on ~~the Company’s behalf against the Company’s directors and certain of the Company’s officers. The~~ ~~Winter~~ Action alleges, among other things, that the Company’s directors and certain of the Company’s officers breached their fiduciary duties to the Company by allowing the Company to make allegedly false and misleading disclosures related to the FPI Loan Program, as alleged in the ~~Turner~~ ~~Action. On April 26, 2019, Winter voluntarily dismissed his complaint in the Circuit Court for Montgomery County Maryland.~~ ~~On May 14, 2019, Winter re-filed his complaint in the United States District Court for the District of Colorado. The~~ ~~Winter~~ ~~Action has been stayed pending further proceedings in the~~ ~~Turner~~ ~~Action.~~

~~On November 25, 2019, another purported shareholder, Shawn Luger, filed a complaint derivatively on behalf of the Company and against certain of our officers in the~~ ~~Circuit Court for Baltimore City, Maryland~~ ~~(the “Luger~~ ~~Action”). The~~ ~~Luger~~ ~~Action complaint makes similar claims to those in the~~ ~~Turner~~ ~~and~~ ~~Winter~~ ~~Actions. The parties to the~~ ~~Luger~~ ~~Action stipulated to a stay of the case pending further proceedings in the~~ ~~Turner~~ ~~Action and filed a joint motion to stay on February 7, 2020.~~

On November 26, 2019, another purported shareholder, Anna Barber, filed a complaint derivatively on behalf of the Company and against certain of our officers in the United States District Court for the District of Colorado (the “~~Barber~~ ~~Action”). The~~ ~~Barber~~ ~~Action complaint makes similar claims to those in the~~ ~~Turner~~, ~~Winter, and~~ ~~Luger~~ ~~Actions. The~~ ~~Barber~~ ~~Action has been stayed pending further proceedings in the~~ ~~Turner~~ ~~Action.~~

~~On February 14, 2020, another purported shareholder, Brent Hustedde, filed a complaint derivatively on behalf of the Company and against certain of our officers in Maryland state court (the “Hustedde~~ ~~Action”). The~~ ~~Hustedde~~ ~~Action complaint makes similar claims to those in the~~ ~~Turner~~, ~~Winter~~, ~~Luger, and~~ ~~Barber~~ ~~Actions. None of the defendants have yet been served in the~~ ~~Hustedde~~ ~~Action.~~

Form 10-K.

3439

~~The Company believes that costs associated with the~~ ~~Turner~~, ~~Winter~~, ~~Luger~~, ~~Barber, and~~ ~~Hustedde~~ ~~Actions in excess of $0.35 million will be covered by insurance.~~

On July 24, 2018, we filed a lawsuit in the District Court, Denver County, Colorado, against “Rota Fortunae” (a pseudonym) and numerous co-conspirators (collectively, “Wheel of Fortune”) in response to an article posted on Seeking Alpha that makes numerous allegations about the Company that we believe to be false or materially misleading. We believe that as a consequence of Wheel of Fortune’s internet posting and related postings on social media, the trading price of our common stock declined by approximately 40%. We believe that Wheel of Fortune’s internet posting was made in connection with a “short and distort” scheme to profit from a decline in our stock price based on false and misleading information. The lawsuit that we filed alleges that Wheel of Fortune disseminated material false, misleading and defamatory information about us that has harmed us and our stockholders. The Company does not expect insurance proceeds to cover a substantial portion of the costs related to the lawsuit we filed against Wheel of Fortune. The case is currently in the discovery phase with numerous motions pending before the court.

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.” ~~On December 31, 2019 and March 9, 2020, the closing price of our common stock as reported on the NYSE was $6.78 and $5.91, 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, 2019.~~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
Index
12/31/14
12/31/15
12/31/16
12/31/17
12/31/18
12/31/19
Farmland Partners Inc.
100.00
110.24
117.39
96.41
52.91
81.39
S&P 500 Index
100.00
101.38
113.51
138.29
132.23
173.86
SNL U.S. REIT Equity Index
100.00
102.76
111.89
121.25
115.57
148.45
SNL U.S. REITs < $250M Implied Cap Index
100.00
94.87
123.64
130.12
104.49
73.27


	Period Ending
Index	12/31/2017	12/31/2018	12/31/2019	12/31/2020	12/31/2021	12/31/2022
Farmland Partners Inc.	100.00	54.88	84.42	111.49	155.76	165.29
S&P 500 Index	100.00	95.61	125.70	148.81	191.48	156.77
Dow Jones Equity All REIT Index	100.00	95.90	123.46	117.54	165.97	124.47

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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, beginning with the third quarter of 2018, we significantly reduced distribution amounts on our common stock, and~~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, 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

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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 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 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. See “Risk Factors — Certain aspects of our Series A preferred units may limit our ability to make distributions to our common stockholders.” Holders of shares of our Series B Participating Preferred Stock ~~are entitled to receive~~received 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— Certain aspects~~ until the Company converted all outstanding shares of ~~our Series A preferred units and~~ Series B Participating Preferred ~~Units may limit our ability to make distributions to our~~Stock into shares of common ~~stockholders.”~~stock on October 4, 2021.

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.

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Stockholder Information

As of ~~March 9, 2020,~~February 17, 2023, there were approximately 4661 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 9, 2020,~~February 17, 2023, there were approximately 1811 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 9, 2020,~~February 17, 2023, there were six holders of our Series A preferred units. As of March 9, 2020, 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.

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Issuer Purchases of Equity Securities

Share Repurchase Program

On March 15, 2017, our Board of Directors approved a program to repurchase up to ~~$25,000,000~~$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 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 participating preferred~~ stock, and it may be modified or suspended at any time at our discretion. We expect to fund repurchases under the program using cash on our balance sheet. ~~Our repurchase activity for the three months ended December 31, 2019 under the share repurchase program is presented in the following table.~~ 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. Our repurchase activity for the three months ended December 31, 2022 under the share repurchase program is presented in the following table. As of the date of this report, we had ~~$1.0~~$40.5 million of availability under the ~~program:~~program.

Total Number

Approximate

of Shares

Dollar Value of

Purchased as

Shares that May

Part of

Yet Be

Total

Publically

Purchased

Total

Average

Preferred

Announced

Under the Share

Common Shares

Price Paid

Shares

Average Price

Plans or

Repurchase
(in thousands except per share amounts)

Purchased


per Share

Repurchased

Paid Per Share

Programs

Program
October

—

$
—

—

$
—

—

$
1,843
November

—

$
—

—

$
—

—

1,843
December

122

$
6.74

—

$
—

122

1,020
Total

122

$
6.74

—

$
—

122

$
1,020


(in thousands except per share amounts)	Total Number of Common Shares Purchased	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, 2022 - October 31, 2022	—	$	—	—	$	—	—	$	40,456
November 1, 2022 - November 30, 2022	—		—	—		—	—		40,456
December 1, 2022 - December 31, 2022	—		—	—		—	—		40,456
Total	—	$	—	—	$	—	—	$	40,456

~~From January 1, 2020 through the date of this report,~~Subsequent to December 31, 2022, the Company ~~has repuchased 127,269~~did not repurchase any shares of common ~~stock under the share repurchase program for an aggregate of $0.9 million at a weighted average price of $6.83 per share.~~or preferred stock.

Item 6. [Reserved]

3842

Item ~~6. Selected Financial Data~~

The following selected financial data as of and for the years ended December 31, 2019, 2018, 2017, 2016 and 2015 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.~~

As of and for the years ended December 31, 2019
($ in thousands)

2019

2018

2017

2016

2015
Operating Data

Total operating revenues

$
53,564

$
56,069

$
46,219

$
31,001

$
13,756
Net income (loss)

$
14,850

$
14,040

$
9,158

$
5,999

$
1,689
Per Share Data

Basic net income (loss) available to common stockholders

$
0.04

$
(0.01)

$
0.03

$
0.09

$
0.08
Diluted net income (loss) available to common stockholders

$
0.04

$
(0.01)

$
0.03

$
0.09

$
0.08
Distributions declared per common share

$
0.20

$
0.36

$
0.51

$
0.51

$
0.50
Basic weighted average common shares outstanding

30,169

32,162

31,210

13,204

9,619
Diluted weighted average common shares outstanding

30,169

32,162

31,210

13,204

9,629
Supplemental Data

EBITDAre(1)

$
34,917

$
38,501

$
30,711

$
17,523

$
7,208
Adjusted EBITDAre(1)

$
36,444

$
40,335

$
33,931

$
21,624

$
8,678
FFO(1)

$
15,329

$
19,702

$
17,150

$
7,553

$
2,582
AFFO(1)

$
4,370

$
8,973

$
13,514

$
11,011

$
4,052
Balance Sheet Data

Total assets

$
1,102,553

$
1,139,509

$
1,166,086

$
655,529

$
344,954
Total gross indebtedness

$
512,852

$
525,326

$
515,833

$
309,862

$
187,225
Total liabilities

$
525,636

$
535,968

$
530,402

$
320,020

$
196,726
Redeemable non-controlling interest in operating partnership, common units

$
—

$
—

$
—

$
—

$
9,694
Redeemable non-controlling interest in operating partnership, preferred units

$
120,510

$
120,510

$
120,510

$
119,915

$
—
Series B Participating Preferred Stock

142,861

143,758

144,223

—

—
Total equity (deficit)

$
313,546

$
339,273

$
370,951

$
215,594

$
138,534

~~(1)~~

For definitions and reconciliations of net income to earnings before interest, taxes, depreciation and amortization, or EBITDAre, Adjusted EBITDAre, funds from operations, or FFO, and Adjusted FFO, or AFFO, as well as a statement disclosing the reasons why our management believes that EBITDAre, Adjusted EBITDAre, 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, 2022, we ~~own~~owned farms with an aggregate of approximately ~~158,500~~165,200 acres in Alabama, Arkansas, California, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Louisiana, Michigan, Mississippi, Missouri, Nebraska, North Carolina, South Carolina, ~~South Dakota,~~ Texas, and Virginia. In addition, as of December 31, 2022, 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 30,900 acres, including farms in Iowa. As of ~~the date of this Annual Report on Form 10-K,~~December 31, 2022, approximately 70% of our portfolio (by value) iswas 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, under the FPI Loan Program, we make 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 ~~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 94.0%~~December 31, 2022, FPI owned 97.8% 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, 2019, we owned 94.0% 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

~~2019~~2022 Completed Acquisitions and Dispositions

During ~~2019,~~2022, we completed ~~two~~17 asset ~~acquisitions.~~acquisitions, consisting of 20 properties, in the Corn Belt and High Plains regions. Aggregate cash consideration for ~~the two~~these acquisitions totaled ~~$3.3~~$54.4 million for real estate purchases accounted for as asset acquisitions plus $17.3 million for the purchase of land and ~~consisted of cash and reduction of notes receivable.~~buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand which are accounted for as financing receivables. No intangible assets were acquired through these acquisitions. We also completed ~~four~~five dispositions consisting of ~~seven farms~~five properties in the Corn Belt, High Plains and Southeast regions. The Company received cash consideration for ~~total~~these dispositions totaling $17.0 million in cash consideration and recognized an aggregate gain on sale of ~~$34.1~~$2.6 million.

ATM Sales

During the year ended December 31, 2022, we sold 8,594,940 shares of common stock and generated $122.7 million ~~for a total gain over~~and $121.3 million in gross and net ~~book value~~proceeds, respectively, under our at-the-market equity offering program (“ATM Program”). $50.5 million remains available under the $100.0 million ATM Program as of ~~$7.9~~December 31, 2022 and we have an effective shelf registration statement with approximately $100 million of capacity whereby we could issue additional

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equity or ~~22.4%~~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”.

~~Stock Repurchases~~Deleveraging and Enhanced Liquidity Position

During ~~2019,~~the year ended December 31, 2022, we ~~repurchased 3,523,509~~reduced our overall indebtedness by $73.9 million, largely with proceeds from the sale of shares of common ~~shares~~stock under the ATM Program.

In addition, in 2022, we entered into credit agreements 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”) for revolving credit facilities in an aggregate principal amount of $262.0 million. As of December 31, 2022, $169.0 million remains available under these facilities. For more information on our deleveraging efforts and liquidity please see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources”.

Impact of COVID-19 on Our Business

The COVID-19 pandemic and related stay-at-home orders caused significant declines in gasoline consumption, dining out, and other consumer spending patterns, which impacted demand for agricultural products. Though demand for food, fuel, and agricultural products in general has recovered since 2020, some experts believe the stimulus programs funded by the United States government of approximately $4 trillion in response to the COVID-19 pandemic have contributed to elevated inflation levels in the United States in recent quarters. Inflation in food products is generally favorable for our tenants, while inflation in fuel, nutrients, agricultural chemicals, and other products is generally unfavorable for our tenants. We are unable to quantify the ultimate impact of the COVID-19 pandemic, related government responses, and inflation on our business.

Impact of the War in Ukraine

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 variety of agricultural products (e.g., 34% of global wheat exports, according to the 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).

In July 2022, Ukraine and Russia reached an agreement to allow exports of grain and other agricultural products from Ukrainian Black Sea ports to resume after months of Russian blockade. The agreement was reached at a ~~weighted average price per share~~time when storage capacity was reaching its limits. There is a great deal of ~~$6.24~~uncertainty surrounding this agreement, as less than 24 hours after it was signed, Russian rockets struck port facilities in Odessa, damaging grain loading facilities and casting doubts on insurers’ willingness to cover ships operating in the region.

The Russian Federation is also a major exporter of fertilizers and trade restrictions have hampered the flow of fertilizers to countries dependent on imports from the Black Sea region. United States farmers, including our tenants, however, generally source fertilizers from the United States and 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 high demand for primary crops, which are the core of our business, together with high commodity prices, will enhance 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 regions in which we operate.

Inflation and Interest Rates

Most of our farming leases have lease terms of 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 ~~total cost~~result, we believe that the effect on us of ~~$22.0 million~~inflationary increases in

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operating expenses may be offset in part by the operating expenses that are passed through to our tenants and ~~41,528 shares~~by contractual rent increases because many of ~~Series B preferred stock at a weighted average price per share~~our leases will be renegotiated every one to five years. Furthermore, high levels of ~~$21.60~~inflation are causing the Federal Reserve to increase interest rates which may increase interest expense for ~~a total cost of $0.9 million.~~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, farmland fundamentals and economic conditions in the markets in which we own farmland and our ability to increase or maintain rental revenues while controlling expenses. We are currently in an environment of appreciating land values, driven by, among other things, inflation, strong commodity prices (further exacerbated by the war in Ukraine) and a positive outlook for farmer profitability. Rapidly rising 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-~~

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~~lived~~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 more scarce.

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. We anticipate these factors will lead to either higher crop 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.

According to “How to Feed the World in 2050,” a report by 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 to feed a global population in excess of 9 billion. The projected growth in grain production represents 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, we 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, rental rates on our farmland and the value of our farmland will increase over the ~~long-term.~~long term. Global demand for corn and soybeans as inputs in the production of biofuels such as ethanol and soy 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~~The success of our long-term 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 will be more significant drivers of global demand for primary crops over the long term.

~~Supply~~Despite advances in income, according to “The State of Food Security and Nutrition in the World 2022,” a report by the UN FAO, almost 3.1 billion people were unable to afford a healthy diet, reflecting the rising consumer food prices coming out of the pandemic. The ongoing war in Ukraine has disrupted supply chains and affected the prices of grain, fertilizer, and energy, further stressing food supplies for developing countries that are dependent on food imports.

Supply

Global supply of agricultural commodities is driven by two primary factors, the number of ~~tillable~~arable acres available for crop production and the productivity of the acres being farmed. Although the amount of global cropland in use has

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gradually increased over time, growth has plateaued over the last 20 years. Typically, additions to cropland are in areas of marginal productivity, while cropland loss, driven by urban development, tends to affect primarily highly productive areas. 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 to 2050, an approximate 5% increase. In comparison, world population is expected to grow over the same period to 9.1 billion, a nearly 40% increase. According to the World Bank Group arable land per capita has decreased by approximately 50% from 1961 to ~~2015.~~2018. While we expect growth in the global supply of arable land, we also expect that landowners will only put that land into production if ~~increases in~~ commodity prices and the value 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 to urban development disproportionately impacts higher quality farmland. 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 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 nutrients and ~~chemical fertilizers and pesticides.~~pest control. Furthermore, 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. The supply and farmability of arable land is also impacted by international conflicts, as we are seeing with the ongoing war in Ukraine.

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Conditions in Our Existing Markets

Our portfolio spans numerous farmland markets and crop types, which provides us broad diversification across conditions in these markets. 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 continue, with modest but consistent annual increases that compound into significant appreciation in the long term. Under certain market conditions, as in 2021 and 2022, with strong commodity prices and farmer profitability, there are periods of accelerating appreciation in farmland values. Leases being renegotiated under the robust market conditions experienced in 2021 and 2022, the first leasing ~~dynamics, we~~cycles since the farm economy improved, reflected significant rent increases.

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~~We renewed approximately 95% of row crop ~~farmland,~~fixed farm rent leases expiring in 2022 (representing approximately 13% of 2022 total revenue) at average rent increases of approximately 16%. As the farm economy continues to be very strong, we ~~see flat~~expect to ~~modestly higher~~benefit from rent ~~rates in connection with 2020 lease renewals.~~growth into 2023. This is consistent with ~~on the one hand, headwinds~~robust prices 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 is ~~under some pressure. Participating lease structures are common in many specialty crops and base lease rates are consistent with or somewhat lower than 2019.~~ recovering.

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Lease Expirations

Farm leases are ~~often short-term~~generally one to three years in ~~nature among row crop farms, and longer term in nature among permanent crop farms in our portfolio.~~duration. As of December 31, ~~2019~~2022, our portfolio had the following lease expirations as a percentage of approximate acres leased and ~~annualized~~annual minimum ~~cash~~fixed rents:

% of

% of

($ in thousands)

Approximate

Approximate

Annual

Annual

Year Ending December 31,

Acres

Acres


Cash Rents

Cash Rents

2020

41,163

28.4
%

$
10,225

19.5
%
2021

46,424

32.1
%

9,396

17.9
%
2022

20,156

13.9
%

4,516

8.6
%
2023

14,126

9.8
%

2,671

5.1
%
2024

10,933

7.6
%

727

1.4
%
2025 and beyond

11,863

8.2
%

25,033

47.6
%

144,665

100
%

$
52,568

100
%


($ in thousands)
Year Ending December 31,	Approximate Acres	% of Approximate Acres		Annual Fixed Rents		% of Annual Fixed Rents
2023	48,372	29.3	%	$	9,236	27.5	%
2024	37,852	22.9	%		10,687	31.8	%
2025	31,221	18.9	%		6,828	20.3	%
2026	7,118	4.3	%		1,788	5.3	%
2027	17,606	10.7	%		1,700	5.1	%
Thereafter	23,003	13.9	%		3,361	10.0	%
	165,172	100.0	%	$	33,600	100.0	%

~~As of the date of this report, 674 total acres are unleased and we are currently negotiating leases for all of them.~~

Rental Revenues

Our revenues are primarily generated from renting farmland to operators of farming businesses. Our leases generally have terms ranging from one to 25three years, with ~~three being the most common.~~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 tenants for quality farmland; accordingly, we do not believe that re-leasing farmland upon the expiration of existing leases is a significant risk for FPI.

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~~

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~~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.

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 and managing farmland assets, including, among others, costs associated with ~~employing~~ our personnel, our Board of Directors, compliance, legal and ~~compliance costs. We incur costs associated with~~accounting, due diligence and acquisitions, including, among others, travel expenses, and consulting ~~fees,~~fees. Over the past 12 months, we have resumed

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our growth strategy, and ~~legal~~our continued growth is likely to result in increases in certain general and ~~accounting fees.~~ administrative expenses. Inflation in personnel costs, which is impacting many United States businesses, is also likely to contribute to this increase.

We also incur costs associated with managing our farmland. 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.

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 2021/2022 marketing year (September 2021 to August 2022) increased for both corn and soybeans compared to the previous year, the U.S. Department of Agriculture projects lower yields for the 2022/2023 marketing year (September 2022 to August 2023), partly due to late planting and adverse weather conditions. 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 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 alsosignificantly, as 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,

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~~many farm operators will aggressively pursue rental opportunities in their operable geography, even when the farmer anticipates lower current returns or short-term losses.~~owns.

~~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, as we are seeing in Ukraine, or civil ~~unrest. Prices~~unrest also impact crop prices.

Since late 2020, prices rebounded to, or near, prior highs, driven by increased demand expectations from China and modest adverse weather conditions around the world.

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~~overnight funds. These increases affect all borrowing rates, and for variable rate debt and debt with rates that reset periodically, such increases have a direct and relatively immediate impact.

As of December 31, 2022, $262.0 million of our outstanding indebtedness was subject to interest rates that reset from time to time (excluding our floating rate debt), of which $174.1 million was subject to interest rates that will be reset in ~~2014 and 2015,~~ ~~and have still not recovered~~2023. As of December 31, 2022, the weighted average interest rate of the indebtedness subject to ~~their pre-2014 prices~~interest rate resets in 2023 was 3.23%. We ~~do not believe such declines represent~~have agreed with the lender on a ~~trend over~~reset interest rate of 5.55% with respect to $104.2 million (MetLife Term loans #1, #4 and #6) and 5.63% with respect to $5.2 million (MetLife Term Loan #5). All four loan modifications include an increased ability for the ~~long term. Rather, we believe those declines represented a combination~~Company to prepay these loans without penalty. We have conducted no negotiations yet with respect to the $64.7 million of ~~correction~~remaining loans subject to ~~historical norms (adjusted for inflation) and high yields due to favorable weather patterns. We expect that continued long-term growth trends~~rate resets 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 2019 as U.S. and global consumer demand remains strong and supply is broadly balanced to demand. Although annual rental payments under the majority2023.

At December 31, 2022, $152.5 million, or 34.7%, of our ~~leases are not based expressly on~~debt had variable interest rates, however, as stated in “Note 10—Hedge Accounting” to the ~~quality or profitability~~accompanying consolidated financial statements, the Company has an interest rate swap with Rabobank for $33.2 million, which reduces floating rate exposure. Assuming no increase in the level of our ~~tenants' harvests, any~~variable rate debt spreads, if interest rates increased by 1.0%, our cash flow would decrease by approximately $1.2 million per year. If interest rates decreased by 1.0%, our cash flow would increase approximately $1.2 million per year.

Table 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.~~Contents

~~Interest Rates~~

We expect that future changes in interest rates will impact our overall operating performance by, among other things, 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

~~As trade tensions have increased between~~After a 55% increase in exports of corn for the 2020/2021 marketing year (September 2020 to August 2021), the USDA estimates corn exports will be down 10% for the 2021/2022 marketing year (September 2021 to August 2022) and a further 22% for the 2022/2023 marketing year (September 2022 to August 2023), based on a smaller crop and higher expected prices. After a 35% increase in exports of soybeans for the 2020/2021 marketing year (September 2020 to August 2021), the USDA estimates soybean exports will be down 5% for the 2021/2022 marketing year (September 2021 to August 2022) and a further 8% for the 2022/2023 marketing year (September 2022 to August 2023), based on lower supplies.

According to the USDA Outlook for Agricultural Trade, the top three export countries from the United States are China, Canada, and ~~its key agricultural trading partners, agricultural products have become the target~~Mexico. Exports to China for ~~many international tariff increases. We believe that~~fiscal year 2022 (October 2021 to September 2022) were a ~~prolonged international trade conflict could significantly impact farms~~record of $36.4 billion, up 9% from 2021. Exports to Canada were $28.4 billion, up 17% from 2021. Exports to Mexico were $28.0 billion, up 17% from 2021. Exports to China for fiscal year 2023 are forecast to decrease to $34 billion, while exports to Canada and farmers across the United States and that our tenants’ financial results could be negatively impacted. Specifically, trade tensions have reduced the prices our tenants received for soybeans, almonds, and walnuts, among other crops, with an impact on the variable rents we recognized.

We anticipate that a “Phase 1” trade deal with China will lead to increased volumes of most agricultural goods exported to that country, but we can provide no assurance that volumes will increase or the timing of any increase.

The U.S. Federal government has announced a farmer safety net program to help farmers impacted by other countries’ newly imposed import tariffs. While we believe this program will help farmers in the United States in the short-term, a prolonged trade conflict may lead to adverse financial results for farms despite the implementation of the safety net program.

The short to medium-term impact on the Company’s financial performance due to a trade conflict may be mitigated by the multi-year term structure of many of our leases and limited to contingent rent components. However, a long-term trade conflict would likely impact our rents and thereby negatively impact our business. Additionally, a long-term trade conflict would likely motivate non-US. agricultural businesses to strengthen their logistics and trade infrastructure. This may also lead to the weakening of U.S. agricultural trade relationships that would be difficult for the United States to reestablish in the future.

~~Another potential source of disruption in international trade flows is the outbreak of the novel coronavirus COVID-19. While the demand for U.S. agricultural is not~~Mexico are expected to be ~~materially affected,~~ the ~~outbreak could slow down the~~

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~~flow of products through ports, distribution and retail channels, resulting in an ultimate impact expected to be modest and temporary.~~same for 2023.

~~Impact of Extreme Weather Events~~

~~Our~~ ~~tenants’~~ profitability and, to some degree, our variable rent revenue were negatively impacted by extreme weather events in 2018 and 2019. Specifically, hurricane Michael affected our pecan farms in Alabama and Georgia, and excess rainfall affected several row crop farms in the Corn Belt, Delta and South, and Southeast regions. Furthermore, a heat wave affected an avocado farm in California, with a negative impact on 2019 revenue.

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 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 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,

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

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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 of replacement tenants, probability of lease renewal, estimated down time, and our overall relationship with~~long-lived assets during 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 priorcurrent year were not particularly sensitive to ~~its stated expiration, any unamortized amounts relating to that lease, including (i) above and below~~external or 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~~

~~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

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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.assumptions. 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 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.

Farm leases in place as of December 31, 2019 had terms ranging from one to twenty five years. As of December 31, 2019, we had 97 leases over 214 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~~

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.

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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, 2019, 2018 and 2017.

~~Crop sales revenue~~

We record 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~~

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, 2019, 2018 and 2017.

~~Income Taxes~~

As a REIT, for income tax purposes we are permitted to deduct dividends paid to our 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 we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax (including, for periods prior to 2018, 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 $(0.2) million in taxable income from the TRS for the year ended December 31, 2019, and $(0.2) million in taxable income for the year ended December 31, 2018, and $0.03 million for the year ended December 31, 2017.

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, 2019, 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. We determined that no deferred tax asset or liability was recorded through the asset acquisition that we undertook during the year ended December 31, 2019.

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~~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

This section of this Form 10-K generally discusses ~~2019~~2022 and ~~2018~~2021 items and year-to-year comparisons between ~~2019~~2022 and ~~2018. Discussions of 2017 items and year-to-year~~2021. Year-to-year comparisons between ~~2018~~2021 and ~~2017~~2020 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 the fiscal year ended December 31, ~~2018.~~2021.

Comparison of the year ended December 31, ~~2019~~2022 to the year ended December 31, ~~2018~~2021


	For the years ended December 31,
($ in thousands)	2022		2021		$ Change		% Change
OPERATING REVENUES:
Rental income	$	45,615	$	45,251	$	364	0.8	%
Tenant reimbursements		3,264		3,450		(186)	(5.4)	%
Crop sales		5,372		880		4,492	510.5	%
Other revenue		6,959		2,158		4,801	222.5	%
Total operating revenues		61,210		51,739		9,471	18.3	%

OPERATING EXPENSES
Depreciation, depletion and amortization		6,960		7,629		(669)	(8.8)	%
Property operating expenses		8,190		7,331		859	11.7	%
Cost of goods sold		5,966		1,525		4,441	291.2	%
Acquisition and due diligence costs		111		55		56	101.8	%
General and administrative expenses		12,005		8,208		3,797	46.3	%
Legal and accounting		2,874		10,147		(7,273)	(71.7)	%
Other operating expenses		130		31		99	319.4	%
Total operating expenses		36,236		34,926		1,310	3.8	%
OPERATING INCOME		24,974		16,813		8,161	48.5	%

OTHER (INCOME) EXPENSE:
Other (income)		(663)		(66)		(597)	904.5	%
(Income) from equity method investment		(52)		(19)		(33)	173.7	%
(Gain) on disposition of assets		(2,641)		(9,290)		6,649	(71.6)	%
Interest expense		16,143		15,929		214	1.3	%
Total other expense		12,787		6,554		6,233	95.1	%

Net income before income tax expense		12,187		10,259		1,928	18.8	%

Income tax expense		227		—		227	NM

NET INCOME	$	11,960	$	10,259	$	1,701	16.6	%

For the year ended December 31,

($ in thousands)

2019

2018

$ Change

% Change

OPERATING REVENUES:

Rental income

$
48,119

$
51,185

$
(3,066)

(6.0)
%
Tenant reimbursements

3,146

3,158

(12)

(0.4)
%
Crop Sales

978

410

568

138.5
%
Other revenue

1,321

1,316

5

0.4
%
Total operating revenues

53,564

56,069

(2,505)

(4.5)
%

OPERATING EXPENSES:

Depreciation and depletion

8,320

8,544

(224)

(2.6)
%
Property operating expenses

7,897

7,834

63

0.8
%
Cost of goods sold

927

125

802

NM

Acquisition and due diligence costs

6

180

(174)

(96.7)
%
General and administrative expenses

6,102

7,352

(1,250)

(17.0)
%
Legal and accounting

3,971

2,330

1,641

70.4
%
Other operating expenses

4

11

(7)

NM

Total operating expenses

27,227

26,376

851

3.2
%
OPERATING INCOME

26,337

29,693

(3,356)

(11.3)
%

OTHER (INCOME) EXPENSE:

Other income

(260)

(264)

4

(1.5)
%
Gain on sale of assets

(7,841)

(2,882)

(4,959)

NM

Interest expense

19,588

18,799

789

4.2
%
Total other expense

11,487

15,653

(4,166)

(26.6)
%

Net income before income tax expense

14,850

14,040

810

5.8
%

Income tax expense

—

—

—

NM

NET INCOME

$
14,850

$
14,040

$
810

5.8
%

NM = Not Meaningful

Our ~~rental~~net income for ~~2019~~2022 was ~~impacted~~affected partially by ~~the six acquisitions~~acquisition of 20 properties and five dispositions that took place in ~~2018, in addition to the two acquisitions~~2022, as well as substantially lower legal and four dispositions, consisting of seven farms that took place in 2019. 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 ownedaccounting expense and operated for the entirety of both periods presented, excluding properties that generated one-time revenues such as termination fees. Total rental income under leases for the same-property portfolio decreased 2.2 million, or 4.65%,additional revenue from ~~$48.4 million for the year ended December 31, 2018 to $46.2 million for the year ended December 31, 2019, largely due to a decrease in crop share in the permanent crop portfolio.~~auction and brokerage activities.

Rental income ~~decreased $3.1~~increased $0.4 million, or ~~6.0%~~0.8%, for the year ended December 31, ~~2019 as~~2022 compared to the ~~prior~~ year asended December 31, 2021, resulting primarily from an increase in fixed farm rent of $2.1 million, solar rent of $1.3 million and recreation rent of $0.1 million partially offset by a ~~result of the timing of certain~~decrease in variable rent ~~payments, asset sales, and~~of $3.1 million in part due to certain farms in the ~~impact~~West Coast region converting to direct operations in the second half of ~~lower crop prices and low cyclical yields on participating rents.~~

2021.

4950

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Revenues recognized from tenant reimbursement of property taxes ~~did not change materially during the year ended December 31, 2019 as compared to the prior year. This is the result of~~ a decreased number of supplemental property tax invoices charged to us and reimbursed by tenants, which are largely related to leases on properties in the state of California, offset by an increase in property taxes reimbursed.

~~Crop sales increased $0.6~~$0.2 million, or ~~138.5%~~5.4%, for the year ended December 31, ~~2019 as~~2022 compared to the ~~prior year. The~~year ended December 31, 2021. This decrease is the result of asset dispositions and the conversion of certain farms to direct operations.

Crop sales increased $4.5 million for the year ended December 31, 2022 compared to the year ended December 31, 2021. This increase is the result of a ~~larger number~~higher volume of ~~properties~~crop sold on our directly operated ~~by the Company.~~properties.

Other ~~revenues totaled $1.3~~revenue increased $4.8 million ~~during both~~for the year ended December 31, ~~2019~~2022 compared to the year ended December 31, 2021. This increase was primarily due to increased auction and ~~the prior year.~~brokerage income, crop insurance proceeds from farms under direct operations, management fees, and interest income on loans and financing receivables, partially offset by lower revenue from litigation-related proceeds.

Depreciation, depletion and amortization ~~expense~~ decreased ~~$0.2~~$0.7 million, or ~~2.6%~~8.8%, for the year ended December 31, ~~2019 as~~2022 compared to the ~~prior~~ year asended December 31, 2021. This decrease is a result of ~~selling approximately $5.1 million in~~asset dispositions and more assets becoming fully depreciated partially offset by depreciable assets ~~in 2019.~~being placed into service.

Property operating expenses increased ~~$0.1~~$0.9 million, or ~~0.8%~~11.7%, infor the year ended December 31, ~~2019 as~~2022 compared to the ~~prior year. The increase largely relates to clean up costs on farms in the Southeast region as a result of Hurricane Michael in the fourth quarter of 2018~~year ended December 31, 2021, resulting from higher tax and ~~the initial accounting of a sales-type equipment lease in the third quarter of 2019,~~insurance expenses, partially offset by ~~a reduction due to asset sales.~~lower repairs.

~~Acquisition and due diligence costs~~Cost of goods sold totaled ~~$0.0~~$6.0 million for the year ended December 31, ~~2019 as~~2022 compared to ~~$0.2~~$1.5 million ~~recognized~~for the year ended December 31, 2021. This increase is the result of a higher volume of crop sold as the Company directly operated more farms in the ~~prior year. The decrease is~~year ended December 31, 2022 compared to the year ended December 31, 2021.

Acquisition and due diligence costs increased $0.1 million for the year ended December 31, 2022 compared to the year ended December 31, 2021, This increase was primarily due to ~~a reduction~~an increase in ~~acquisition activity.~~property acquisitions and related costs including travel and due diligence.

General and administrative expenses ~~declined by $1.4~~increased $3.8 million, or ~~18.4%~~46.3%, for the year ended December 31, ~~2019 as~~2022 compared to the ~~prior year.~~year ended December 31, 2021, $2.7 million of this increase was related to the November 2021 acquisition of MWA. The ~~decrease is~~remaining increase was largely ~~due to lower overall payroll~~driven by higher personnel costs ~~for employees.~~and travel.

Legal and accounting expenses ~~increased $1.6~~decreased $7.3 million, or ~~70.4%~~71.7%, for the year ended December 31, ~~2019 as~~2022 compared to the ~~prior year. The increase~~year ended December 31, 2021, which was primarily athe result of lower legal fees incurred in relation to ~~a “short and distort” attack against the Company conducted by anonymous parties under the pseudonym Rota Fortunae,~~litigation, as discussed ~~below~~ under Part III, Item 1 ~~“Legal Proceedings.” The Company is pursuing litigation against Rota Fortunae~~“Note 8—Commitments and is defending stockholder class action lawsuits that are related to the claims made by Rota Fortunae. The Company believes that costs associated with the stockholder class action litigation in excess of $0.35 million will be covered by insurance. However, because the Company is still in negotiations with its insurance carrier regarding the coverage of defense costs incurred to date, the Company has not recognized any receivable for insurance recoveries that the Company believes it will be entitled to upon completion of the claim review process. The Company does not expect insurance proceeds to cover a substantial portion of the costs related to the lawsuit it filed against Rota Fortunae. In addition to the increase in legal fees discussed above, the Company experienced an increase in accounting and audit fees because in 2019 the Company became subject to section 404(b) of the Sarbanes-Oxley Act of 2002.Contingencies—Litigation”.

Other operating expenses increased ~~$0.9~~$0.1 million for the year ended December 31, ~~2019 as~~2022 compared to ~~the prior year as a result of an increase in cost of crops sold in the period because of an increase in farms operated by the Company.~~

~~Other income totaled $0.3 million during both~~ the year ended December 31, ~~2019 and the prior year.~~2021, This increase was primarily due to increased auction costs.

~~The gain / loss on disposition of assets~~Other income increased ~~$5.0~~$0.6 million for the year ended December 31, ~~2019 as~~2022 compared to the ~~prior~~ year ended December 31, 2021. This increase is primarily due ~~primarly~~ to proceeds from a property insurance claim due to weather-related damage and increased interest income on cash and our swap position, partially offset by a loss on early extinguishment of debt as the ~~gain~~Company reduced its leverage during the year.

Income from equity method investment remained relatively flat at $0.1 million and $0.0 million for the years ended December 31, 2022 and 2021, respectively.

Gain on ~~sales~~disposition of ~~properties in the Corn Belt and the Southeast regions.~~

~~Interest expense increased $0.8~~assets decreased $6.6 million, or ~~4.2%~~71.6%, for the year ended December 31, ~~2019~~2022 compared to the year ended December 31, 2021, primarily due to fewer property dispositions in 2022 as compared to 2021, as well as the ~~prior year.~~Company incurring $1.3 million in losses on grape vine and citrus tree removal as part of redevelopment projects on certain properties during the year ended December 31, 2022.

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Interest expense increased $0.2 million, or 1.3%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This increase is the result of ~~increased~~an increase in interest ~~rates.~~rates on our variable rate debt, significantly offset by a lower outstanding balance of debt.

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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~~ In addition, high levels of inflation are causing the Federal Reserve to increase interest rates which may increase interest expense for many businesses, including the Company. We expect to meet our liquidity requirements consist primarily of funds necessary to acquire additional farmland, pay legal fees in relation to the Rota Fortunae litigation in excess of the Company’s insurance coverage, 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 lines of credit, 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.

~~In addition, we have $48.3 million of outstanding indebtedness that matures in June and July of 2020.~~ We do not have the cash on hand to repay this indebtedness when it comes due. We have been in advanced discussions with lenders regarding the refinancing of this debt prior to maturity. However, we have not entered into ~~a definitive agreement~~equity distribution agreements on October 29, 2021 in connection with ~~respect~~the ATM Program, under which we were authorized to issue and sell from time to time, through the ~~refinancing as~~sales agents, shares of ~~the date of this report. If we are unable to refinance this debt, we may be required to dispose of farms to repay it at maturity.~~

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. In light of the level at which our common stock ~~has traded in recent years,~~having an aggregate gross sales price of up to $75.0 million (the “$75.0 million ATM Program”). In connection with our entry into the distribution agreements, we ~~have not been able to access~~terminated the equity distribution agreements, each dated as of May 14, 2021, for our prior $50.0 million ATM Program. On May 6, 2022, we entered into equity distribution agreements under which we may issue and sell from time to time, through sales agents, shares of our common stock having an aggregate gross sales price of up to $100.0 million (the “$100.0 million ATM Program”). During the year ended December 31, 2022, the Company generated $73.2 million in gross proceeds and $72.4 million in net proceeds under the $75.0 million ATM Program and $49.5 million in gross proceeds and $48.9 million in net proceeds under the $100.0 million ATM Program for a total of $122.7 million and $121.3 million in gross and net proceeds, respectively. As of December 31, 2022, we had $0.0 million in availability under the $75.0 million ATM Program and $50.5 million in availability under the $100.0 million ATM Program. The ATM Program is intended to provide cost-effective financing alternatives in the capital ~~markets in order~~markets. We intend to ~~fund our liquidity needs and we will not be able~~continue to ~~do so unless and until our stock price recovers significantly. Furthermore, because of~~utilize the ~~trading~~ATM Program when the market price of our common stock remains at levels which are deemed appropriate by our Board of Directors. The Company may increase the size of the ATM Program in the future. In addition, in 2022, we ~~have been unable~~entered into credit agreements with Farmer Mac, MetLife and Rutledge for revolving credit facilities in an aggregate principal amount of $262.0 million. As of December 31, 2022, $169.0 million remains available under these credit facilities and the Company has no material debt maturities due before 2025.

During the year ended December 31, 2022, we reduced our overall indebtedness by $73.9 million, largely with proceeds from the sale of shares of common stock under the ATM Program. We believe that the use of proceeds from the ATM Program in the manner discussed above has substantially strengthened our balance sheet, positioned us to ~~fund acquisitions~~take advantage of ~~farmland with Common units. We expect~~growth opportunities that we believe will arise over the coming several quarters and will be significantly accretive to ~~meet our long-term liquidity requirements through various sources of capital, including net~~ cash ~~provided by operations, long-term mortgage indebtedness~~flow and ~~other secured and unsecured borrowings, asset dispositions and, if our stock price recovers, future equity issuances (including issuances of Common units).~~to shareholder value.

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. ~~Our ability to access the equity capital markets will depend on a number of factors as well, including general market conditions for REITs and market perceptions about us.~~

We manage our liquidity position and expected liquidity needs taking into consideration current cash balances and reasonably expected cash receipts. Our business model, and the business model of real estate investment companies in general, relies on debt as a structural source of financing. When debt becomes due, it is generally refinanced rather than repaid using our cash flow from operations. As of December 31, 2019, we had liquidity requirements that are not anticipated to be funded from ongoing operating cash flows in the foreseeable future which were largely impacted by debt repayments which are coming due in 2020. 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. ~~Furthermore,~~Our ability to access the equity capital markets will depend on a number of factors as well, including general market conditions. We have an effective shelf registration statement with approximately $100 million of capacity whereby we could issue additional equity or debt securities, which we have a large portfolio of high-quality real estate assets which we believe could be selectively and readily liquidated if necessary to fund our immediate liquidity needs. Our first course of action is to work with our lenders to refinance debt which is coming due on terms acceptable to us. Indone successfully in the event that we are unsuccessful in refinancing our debt on terms acceptable to us, we would look to liquidate certain assets to fund our liquidity shortfall. We believe our plans are sufficient to overcomepast as mentioned above.

During the ~~liquidity pressures which existed at~~year ended December 31, ~~2019.~~2022, the Company repurchased no shares of its common stock. We currently have authority to repurchase up to an aggregate of $40.5 million in additional shares of our common stock or shares.

5152

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, ~~2019, 2018~~2022 and ~~2017:~~2021:

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

2019

2018

2017
Net cash provided by operating activities

$
17,994

$
20,003

$
929
Net cash used in investing activities

$
31,052

$
(15,864)

$
(234,107)
Net cash provided by (used in) financing activities

$
(53,376)

$
(40,784)

$
239,548


	For the years ended December 31,
(in thousands)	2022		2021
Net cash and cash equivalents provided by operating activities	$	17,051	$	7,856
Net cash and cash equivalents (used in) investing activities	$	(60,398)	$	(18,769)
Net cash and cash equivalents provided by financing activities	$	20,830	$	13,867

Comparison of the year ended December 31, ~~2019~~2022 to the year ended December 31, ~~2018~~2021

As of December 31, ~~2019,~~2022, we had ~~$12.6~~$7.7 million of cash and cash equivalents compared to ~~$16.9~~$30.2 million at December 31, ~~2018.~~2021.

Cash Flows from Operating Activities

Net cash and cash equivalents provided by operating activities ~~decreased $2.0~~increased by $9.2 million primarily as a result of the following:

●

Receipt of $35.8 million in fixed rents, $9.5 million in variable rent and $2.2 million in tenant reimbursements for the year ended December 31, 2022 as compared to the receipt of $34.4 million in fixed rents, $9.4 million in variable rents, and $4.7 million in tenant reimbursements in the year ended December 31, 2021;

~~Decrease~~●

Stock-based compensation and incentive during the year ended December 31, 2022 of $1.9 million as compared to $1.3 million during the year ended December 31, 2021;

●

Gain on disposition of assets during the year ended December 31, 2022 of $2.6 million as compared to $9.3 million during the year ended December 31, 2021;

●

A change in accounts receivable of $(2.3) million for the year ended December 31, 2022 compared to $(1.0) million for the year ended December 31, 2021;

●

A change in other assets of $(0.1) million for the year ended December 31, 2022 compared to $(0.6) million for the year ended December 31, 2021;

●

A change in accrued interest of ~~$2.4~~$1.4 million ~~in 2019 as~~for the year ended December 31, 2022 compared to $(0.5) million for the ~~same period of 2018;~~

year ended December 31, 2021;

●

~~Increase~~A change in ~~net income~~accrued expenses of ~~$0.8~~$(1.5) million ~~in 2019 as~~for the year ended December 31, 2022 compared to $0.1 million for the ~~same period in 2018;~~

year ended December 31, 2021; and

●

~~Increase in gain on disposition of assets of $5.0 million as compared to the same period in 2018 and~~

~~Decrease~~A change in deferred revenue of ~~$3.8~~$0.1 million ~~from 2018~~for the year ended December 31, 2022 compared to ~~2019~~

$(0.1) million for the year ended December 31, 2021.

Cash Flows from Investing Activities

Net cash and cash equivalents used ~~for~~in investing activities increased ~~$46.9~~by $41.6 million primarily as a result of the following:

●

~~Completing two asset~~Property acquisitions ~~in 2019 for cash consideration of $1.4 million, and principal receipt on notes receivable of $6.7 million, as compared to six acquisitions for aggregate cash consideration of $33.2 million in 2018;~~

~~Investing of $6.6 million in real estate improvements~~ during the year ended December 31, ~~2019,~~2022 of $54.4 million as compared to ~~$12.8~~$81.2 million ~~in 2018;~~

~~Receiving $34.1 million from~~during the ~~sale of property in 2019 compared to $31.9 million in 2018: and~~

~~Decrease of $0.1 million in casualty loss insurance proceeds for the twelve months~~year ended December 31, ~~2019.~~

2021;

●

Property dispositions during the year ended December 31, 2022 for cash consideration of $17.0 million as compared to $70.6 million during the year ended December 31, 2021;

●

An increase of $1.5 million in real estate improvements as compared to the year ended December 31, 2021;

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●

Collections on notes receivable under the FPI Loan Program and financing receivables of $2.8 million during the year ended December 31, 2022 as compared to $0.0 million during the year ended December 31, 2021; and

●

Issuances of notes receivable under the FPI Loan Program and financing receivables of $20.8 million during the year ended December 31, 2022, including $17.3 million for the purchase of land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand which are accounted for as financing receivables, as compared to $3.7 million during the year ended December 31, 2021.

Cash Flows from Financing Activities

Net cash ~~used in~~and cash equivalents provided by financing activities increased ~~$12.6~~by $7.0 million primarily as a result of the following:

●

Borrowings from mortgage notes payable during the year ended December 31, 2022 of $223.0 million as compared to $41.1 million during the year ended December 31, 2021;

●

Repayments on mortgage notes payable during the year ended December 31, 2022 of $296.9 million as compared to $35.9 million during the year ended December 31, 2021;

●

Net proceeds from the ATM Program during the year ended December 31, 2022 of $121.3 million as compared to $27.2 million during the year ended December 31, 2021;

●

A decrease of $0.7 million in participating preferred stock repurchases as compared to the year ended December 31, 2021;

●

Redemption of Series A preferred units during the year ended December 31, 2022 of $10.2 million as compared to $0.0 million during the ~~twelve months~~year ended December 31, ~~2019,~~2021;

●

Dividends on common stock during the year ended December 31, 2022 of $11.1 million as compared to ~~borrowings of $21.0~~$6.4 million induring the ~~twelve months~~year ended December 31, ~~2018;~~

2021; and

●

~~Debt repayments~~Distributions on Series B participating preferred stock during the year ended December 31, 2022 of ~~$11.4~~$0.0 million ~~during 2019,~~ as compared to ~~$11.5 million in 2018;~~

~~Repurchase of $22.0 million in common stock during 2019 compared to $20.6 million in 2018;~~

~~Dividend payments of $9.0 million to Series B Participating Preferred Stockholders made in 2019, compared to $9.1~~$6.5 million during ~~2018;~~

~~Dividend payments of $3.5 million to Series A Preferred Unit holders made in 2019, compared to $3.5 million during 2018; and~~

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~~Distributions of $0.4 million to holders of Common Units (other than~~ the ~~Company) in 2019 compared to $1.9 million in 2018.~~

~~Dividend payments of $6.2 million on common stock in 2019, compared to $14.4 million in 2018.~~

~~Contractual Obligations~~

~~The following table sets forth our contractual obligations and commitments as of December 31, 2019:~~

($ in thousands)

Payments Due by Period
Contractual Obligations

2020

2021-2023

2024-2026

2027 & beyond

Total
Principal Payments of

Long-Term Indebtedness

$
48,574

$
116,615

$
171,914

$
175,749

$
512,852
Interest Payments on

Fixed-Rate Long-Term Indebtedness

11,167

30,836

29,455

32,501

103,959
Variable-Rate Long-Term Indebtedness

6,311

11,174

6,708

2,605

26,798
Commitment on Mortgage Note Receivable

-

-

-

-

-
Lease Payments

75

-

-

-

75
Capital Commitments

-

-

-

-

-
Total

$
66,127

$
158,625

$
208,077

$
210,855

$
643,684

~~(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, ~~2019.~~

2021.

~~Off-Balance Sheet Arrangements~~

~~As of December 31, 2019, 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), 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.

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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

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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 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 of the realized economic impact of our leases, which is useful in assessing the sustainability of our operating performance. ~~Acquisition~~The Company incurred an immaterial amount of acquisition and due diligence costs ~~totaled $0.0 million, $0.1 million and $0.9 million for~~during the years ended December 31, ~~2019, 2018~~2022 and 2017, respectively. 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 $0.0 million, $0.0 million and $0.2 million for the years ended December 31, 2019, 2018 and 2017, 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.2021. 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. 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 ~~over each~~across reporting ~~period and of our Company with other real estate operators. Prior to this date the company did not incur indirect offering costs.~~

periods.

●

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 the previously outstanding shares of Series B Participating Preferred Stock, which ~~may be redeemed for cash or~~were converted into shares of common stock on ~~or after September 30,~~October 4, 2021, ~~have~~had a fixed

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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.

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●

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, 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.

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 except per share data)

2019

2018

2017
Net income (loss)

$
14,850

$
14,040

$
9,158
(Gain) loss on disposition of assets

(7,841)

(2,882)

200
Depreciation and depletion

8,320

8,544

7,792
FFO

15,329

19,702

17,150

Stock based compensation

1,527

1,653

1,409
Indirect equity offering costs

—

—

—
Real estate related acquisition and due diligence costs

—

181

1,811
Distributions on preferred units

(12,486)

(12,563)

(6,856)
AFFO

$
4,370

$
8,973

$
13,514

AFFO per diluted weighted average share data:

AFFO weighted average common shares

32,938

37,083

37,358

Net income (loss) available to common stockholders

$
0.04

$
(0.01)

0.03
Income attributable to redeemable non-controlling interest and non-controlling interest in operating partnership

0.40

0.39

0.21
Depreciation and depletion

0.25

0.23

0.21
Stock based compensation

0.05

0.04

0.04
(Gain) loss on disposition of assets

(0.24)

(0.08)

—
Real estate related acquisition and due diligence costs

—

0.01

0.05
Distributions on preferred units

(0.37)

(0.34)

(0.18)
AFFO per diluted weighted average share

$
0.13

$
0.24

0.36


	For the years ended December 31,
(in thousands except per share amounts)	2022		2021
Net income	$	11,960	$	10,259
(Gain) on disposition of assets		(2,641)		(9,290)
Depreciation, depletion and amortization		6,960		7,629
FFO	$	16,279	$	8,598

Stock-based compensation and incentive		1,999		1,263
Deferred impact of interest rate swap terminations		582		546
Real estate related acquisition and due diligence costs		111		55
Distributions on Preferred units and stock		(3,210)		(10,052)
AFFO	$	15,761	$	410

AFFO per diluted weighted average share data:

AFFO weighted average common shares		52,531		36,410

Net income (loss) available to common stockholders of Farmland Partners Inc.	$	0.16	$	(0.17)
Income available to redeemable non-controlling interest and non-controlling interest in operating partnership		0.08		0.48
Depreciation, depletion and amortization		0.13		0.21
Stock-based compensation and incentive		0.04		0.03
(Gain) on disposition of assets		(0.05)		(0.26)
Distributions on Preferred units and stock		(0.06)		(0.28)
AFFO per diluted weighted average share	$	0.30	$	0.01

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)	2019	2018	2017

				For the years ended December 31,
(in thousands)				2022	2021
Basic weighted average shares outstanding	30,169	32,162	31,210	50,953	34,641
Weighted average OP units on an as if converted basis	2,415	4,610	5,870
Weighted average OP units on an as-if converted basis				1,292	1,484
Weighted average unvested restricted stock	354	311	278	286	285
Weighted average redeemable non-controlling interest	—	—	—
AFFO weighted average common shares	32,938	37,083	37,358	52,531	36,410

AsEBITDAre

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 White Paper. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of ~~December 31, 2019, 2018~~depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and ~~2017 we had 31,856,400, 35,176,571~~of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and ~~38,074,221 shares~~adjustments to reflect the entity’s pro rata share of ~~common stock and Common units outstanding on~~EBITDAre of unconsolidated affiliates. EBITDAre is a ~~fully diluted basis, respectively.~~

key financial measure used to evaluate 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. The Company believes that EBITDAre is a useful performance

5556

measure commonly reported and will be widely used by analysts and investors in the Company’s industry. However, while EBITDAre is a performance measure widely used across the Company’s industry, the Company does not believe that it correctly captures the Company’s business operating performance because it includes non-cash expenses and recurring adjustments that are necessary to better understand the Company’s business operating performance. Therefore, in addition to EBITDAre, management uses Adjusted EBITDAre, a non-GAAP measure.

We further adjust EBITDAre for certain additional items such as 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. We believe that Adjusted EBITDAre provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income and EBITDAre, is beneficial to an investor’s understanding of our operating performance.

EBITDAre and Adjusted 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:

●

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

●

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

●

EBITDAre and Adjusted 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 EBITDAre and Adjusted EBITDAre do not reflect any cash requirements for these replacements; and

●

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

Because of these limitations, EBITDAre and Adjusted 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 EBITDAre and Adjusted EBITDAre only as a supplemental measure of our performance.

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

For the years ended

December 31,

(in thousands)

2022

2021

Net income

11,960

10,259

Interest expense

16,143

15,929

Income tax expense

227

—

Depreciation, depletion and amortization

6,960

7,629

(Gain) on disposition of assets

(2,641)

(9,290)

EBITDAre

~~The Company calculates Earnings Before Interest Taxes Depreciation~~$

32,649

24,527

Stock-based compensation and Amortization for real estate (“EBITDAre”) in accordance with the standards established by NAREIT in its September 2017 White Paper. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, 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 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. The Company believes that EBITDAre is a useful performance measure commonly reported and will be widely used by analysts and investors in the Company’s industry. However, while EBITDAre is a performance measure widely used across the Company’s industry, the Company does not believe that it correctly captures the Company’s business operating performance because it includes non-cash expenses and recurring adjustments that are necessary to better understand the Company’s business operating performance. Therefore, in addition to EBITDAre, management uses Adjusted EBITDAre, a non-GAAP measure.incentive

~~We further~~ ~~adjust EBITDAre for certain additional items such as stock based compensation, indirect offering costs, real estate acquisition related audit fees and real~~

1,999

1,263

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. We believe that~~

111

Adjusted EBITDAre provides useful supplemental information to investors regarding our ongoing operating performance that, when considered with net income and EBITDAre, is beneficial to an investor’s understanding of our operating performance.

34,759

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

25,845

Seasonality

We recognize rental revenue from fixed-rate farmland leases on a pro rata basis over the non-cancellable term of the lease in accordance with 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

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

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

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

~~Table of Contents~~

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

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

2019

2018

2017
Net income (loss)

$
14,850

$
14,040

$
9,158
Interest expense

19,588

18,799

13,561
Income tax expense

—

—

—
Depreciation and depletion

8,320

8,544

7,792
(Gain) loss on disposition of assets

(7,841)

(2,882)

200
EBITDAre

$
34,917

$
38,501

$
30,711

Stock based compensation

1,527

1,653

1,409
Real estate related acquisition and due diligence costs

—

181

1,811
Adjusted EBITDAre

$
36,444

$
40,335

$
33,931

~~Inflation~~

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 many of 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 leases on a pro rata basis over the non-cancellable term of the lease in accordance with GAAP.

~~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. 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 not use such derivatives for trading or other speculative purposes.

At December 31, 2019, $181.2 million, or 35%, of our debt had variable interest rates. Of our variable interest rate debt, $33.2 million represents the notional amount on an interest rate swap agreement with one of our lenders that expires in 2023. Assuming no increase in the level of our variable rate debt, if interest rates increased by 1.0%, or 100 basis points, our cash flow would decrease by approximately $0.4 million per year, net of the notional amount on the swap agreement. At December 31, 2019, LIBOR was approximately 190 basis points. Assuming no increase in the level of our variable rate debt, if LIBOR were reduced to 0 basis points, our cash flow would increase by approximately $4.1 million per year, net of the notional amount on the swap agreement.

~~Item 8. Financial Statements and 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.~~

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

~~None.~~

~~Item 9A. Controls and Procedures~~

~~Evaluation of Disclosure Controls and Procedures~~

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.

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 LIBOR and SOFR. We may use fixed interest rate financing to manage our exposure to fluctuations in interest rates. On a limited basis, we also use derivative financial instruments to manage interest rate risk. We do not use such derivatives for trading or other speculative purposes.

At December 31, 2022, $152.5 million, or 34.7%, 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. Assuming no increase in the level of our variable rate debt spreads, if interest rates increased by 1.0%, our cash flow would decrease by approximately $1.2 million per year. If interest rates decreased by 1.0%, our cash flow would increase approximately $1.2 million per year.

Item 8. Financial Statements and 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.

Item 9A. Controls and 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 their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our 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

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inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

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, 2022 based on the 2013 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 controls over financial reporting were effective as of December 31, 2022.

Changes in Internal Controls over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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 2023 Annual Meeting of Stockholders to be filed with the SEC no later than April 28, 2023.

Item 11. Executive Compensation

This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2023 Annual Meeting of Stockholders to be filed with the SEC no later than April 28, 2023.

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

This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2023 Annual Meeting of Stockholders to be filed with the SEC no later than April 28, 2023.

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

This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2023 Annual Meeting of Stockholders to be filed with the SEC no later than April 28, 2023.

Item 14. Principal Accountant Fees and Services

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 2023 Annual Meeting of Stockholders to be filed with the SEC no later than April 28, 2023.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

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

(1)

Financial Statements

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

(2)

Financial Statement Schedules

The following financial statement schedule is included herein at pages F-37 through F-42:

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.

(3)

Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index on pages 61, 62 and 63 of this report, which is incorporated by reference herein.

Item 16. Form 10-K Summary

The Company has elected to not include a summary.

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Exhibit Index


Exhibit No		Description of Exhibit
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		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. (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	*	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	†	Farmland Partners Inc. Third Amended and Restated 2014 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8, filed on May 10, 2021).
10.3	†	Form of Restricted Stock Award Agreement for Executive Officers. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 9, 2018).
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	*	Indemnification Agreement by and between Farmland Partners Inc. and each of its directors and officers listed on Schedule A thereto.
10.6	†	Amended and Restated Employment Agreement, dated December 13, 2018, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Paul A. Pittman. (Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 13, 2019).
10.7	†	Amended and Restated Employment Agreement, dated December 13, 2018, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Luca Fabbri. (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on March 13, 2019).
10.8	†	First Amendment to Amended and Restated Employment Agreement, dated October 9, 2021, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Luca Fabbri. (Incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 28, 2022).
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).
10.10		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).
10.11		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).
10.12		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).
10.13		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).

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10.14	†	Employment Agreement, dated as of October 9, 2021, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and James Gilligan. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 12, 2021).
10.15		Registration Rights Agreement, dated as of February 2, 2017, by and between Farmland 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).
10.16		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).
10.17		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 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 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 Current Report on Form 8-K filed on 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).

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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

List of subsidiaries.

23.1

Consent of Plante & Moran, PLLC.

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

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

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as ~~appropriate,~~adopted pursuant 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 their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2019, due to the existence~~Section 906 of the ~~material weakness in~~Sarbanes-Oxley Act of 2002.

101

The following materials from the ~~Company's internal control over financial reporting described below, the~~ Company’s disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including, our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~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.

~~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, 2019 based on the 2013 framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

~~In connection with the audit of our consolidated financial statements~~Form 10-K for the year ended December 31, ~~2019, our independent registered public accounting firm identified~~2022, were formatted in Inline XBRL (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 ~~communicated the following material weakness in our internal control over financial reporting.~~

•~~Design and implementation of compensating controls~~ –(vi) Notes to Consolidated Financial Statements. The ~~design and implementation of the Company’s compensating controls relating to information technology general controls (ITGCs)~~instance document does not appear in the ~~areas of logical access, user administration, program change and information security policies over certain information technology (IT) systems that support~~Interactive Data File because its XBRL tags are embedded within the ~~Company’s financial reporting processes was inadequate. As a result, certain business process automated and manual controls that were dependent on~~Inline XBRL document.

104

Cover Page Interactive Data File – the ~~affected ITGCs were ineffective.~~

~~Table of Contents~~

~~The material weakness described above was primarily caused by~~cover page XBRL tags are embedded within the ~~Company’s limited staffing during 2019 and did not result in any changes to our consolidated financial statements for any period.~~

As a result of the material weakness described above, management has concluded that, as of December 31, 2019, our internal control over financial reporting was not effective. Despite the existence of the material weakness described above, management believes that the consolidated financial statements and related notes included in this Annual Report on Form 10-K fairly presents in all material respects the Company’s financial position, results of operations and cash flows for the fiscal year ended December 31, 2019.

The Company’s internal control over financial reporting has been audited by Plante Moran LLP, an independent registered public accounting firm, as stated in their report, which is included elsewhere in this report.

~~Remediation of Material Weakness in Internal Controls over Financial Reporting~~

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, and with the oversight of the audit committee of our Board of Directors, has undertaken a plan to remediate the material weakness identified above. Subsequent to December 31, 2019, and prior to the filing of this Annual Report on Form 10-K, we have identified a plan and begun to design and implement controls to adequately address this issue.

~~Changes in Internal Controls over Financial Reporting~~

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~Item 9B. Other Information~~

~~None.~~

~~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 2020 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2020.~~

~~Item 11. Executive Compensation~~

~~This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2020 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2020.~~

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

~~This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2020 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2020.~~

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

~~This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2020 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2020.~~

~~Item 14. Principal Accountant Fees and Services~~

~~This information is incorporated by reference from the Company’s Proxy Statement with respect to the 2020 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2020.~~

~~Table of Contents~~

~~PART IV~~

~~Item 15. Exhibits and Financial Statement Schedules~~

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

~~(1)~~

~~Financial Statements~~

~~Included herein at pages F-1 through F-39.~~

~~(2)~~

~~Financial Statement Schedules~~

~~The following financial statement schedule is included herein at pages F-40 through F-47:~~

~~Schedule III—Combined Real Estate and Accumulated Depreciation~~

~~(3)~~

~~Exhibits~~

~~The exhibits required to be filed by Item 601 of Regulation S-K are listed in the Exhibit Index on pages 66, 67 and 68 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~~

		Inline XBRL.
~~Exhibit No~~		~~Description of Exhibit~~
~~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 (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)~~
~~4.3~~	*	~~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~~	†	~~Farmland Partners Inc. Second Amended and Restated 2014 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8, filed on May 5, 2015)~~
~~10.3~~	†	~~Form of Restricted Stock Award Agreement for Executive Officers. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 9, 2018)~~
~~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~~		Indemnification Agreement by and between Farmland Partners Inc. and each of its directors and officers listed on Schedule A thereto. (Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed March 13, 2019)
~~10.6~~	†	Amended and Restated Employment Agreement, dated December 13, 2018, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Paul A. Pittman. Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 13, 2019)
~~10.7~~	†	Amended and Restated Employment Agreement, dated December 13, 2018, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Luca Fabbri. (Incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on March 13, 2019)
~~10.8~~		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)
~~10.9~~		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)
~~10.10~~		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)
~~10.11~~		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)
~~10.12~~		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)

~~Table of Contents~~

~~10.13~~		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)
~~10.14~~		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)
~~10.15~~		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)
~~10.16~~		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)
~~10.17~~	†	Amended and Restated Employment Agreement, dated as of February 6, 2019, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Erica Borenstein. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 12, 2019)
~~10.18~~		Registration Rights Agreement, dated as of February 2, 2017, by and between Farmland Partneres 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)
~~10.19~~		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)
~~10.20~~		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)
~~10.21~~		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)
~~10.22~~		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)
~~10.23~~		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)
~~10.24~~		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)
~~10.25~~		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)
~~10.26~~		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)
~~10.27~~		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)

~~Table of Contents~~

~~10.28~~

* Filed herewith

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)

~~10.29~~		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)
~~10.30~~		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)
~~10.31~~		~~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)~~
~~10.32~~		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)
~~10.33~~		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).
~~10.34~~		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).
~~16.1~~		Letter of PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated March 12, 2018. (Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on March 12, 2018).
~~16.2~~		~~Letter of Concurrence from EKS&H LLLP, dated October 4, 2018. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 4, 2018).~~
~~21.1~~	*	~~List of subsidiaries.~~
~~23.1~~	*	~~Consent of Plante Moran, PLLC.~~
~~23.2~~	*	~~Consent of PricewaterhouseCoopers, LLP~~
~~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~~	*	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~~	*	~~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~~		XBRL Instance Document*
~~101.SCH~~		XBRL Taxonomy Extension Schema*
~~101.CAL~~		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*

* Filed herewith†

† Management contract or compensatory plan or arrangement.

~~Table of Contents~~

~~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.

~~Date: March 13, 2020~~

Table of Contents

SIGNATURES

FARMLAND PARTNERS INC.


Date: February 23, 2023		/s/ PAUL A. PITTMAN
		Paul A. Pittman
		Executive Chairman 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

/s/ Paul A. Pittman	Executive Chairman and Chief Executive Officer (principal executive officer)	February 23, 2023
Paul A. Pittman

/s/ James Gilligan	Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)	February 23, 2023
James Gilligan

/s/ Chris A. Downey	Director	February 23, 2023
Chris A. Downey

/s/ Joseph W. Glauber	Director	February 23, 2023
Joseph W. Glauber

/s/ John A. Good	Director	February 23, 2023
John A. Good

/s/ Thomas P. Heneghan	Director	February 23, 2023
Thomas P. Heneghan

/s/ Danny D. Moore	Director	February 23, 2023
Danny D. Moore

/s/ Murray R. Wise	Director	February 23, 2023
Murray R. Wise

Table of Contents

Farmland Partners Inc.

FORM 10-K FOR THE YEAR ENDED

December 31, 2022

TABLE OF CONTENTS

		Page

	~~By:~~	~~/s/ Paul A. Pittman~~
		~~Paul A. Pittman~~
		~~Executive Chairman and Chief Executive Officer~~


~~Signature~~	~~Title~~	~~Date~~

~~/s/ Paul A. Pittman~~	~~Executive Chairman, President and Chief Executive Officer (principal executive officer)~~	~~March 13, 2020~~
~~Paul A. Pittman~~

~~/s/ Luca Fabbri~~	~~Chief Financial Officer (principal financial officer and principal accounting officer)~~	~~March 13, 2020~~
~~Luca Fabbri~~

~~/s/ Chris A. Downey~~	~~Director~~	~~March 13, 2020~~
~~Chris A. Downey~~

~~/s/ Joseph W. Glauber~~	~~Director~~	~~March 13, 2020~~
~~Joseph W. Glauber~~

~~/s/ John A. Good~~	~~Director~~	~~March 13, 2020~~
~~John A. Good~~

Item 8.

Financial Statements.

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~FORM 10-K FOR THE YEAR ENDED~~Consolidated Financial Statements

~~December 31, 2019~~

~~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, 2019 and 2018~~	~~F-5~~
	~~Statements of Operations for the years ended December 31, 2019, 2018 and 2017~~	~~F-6~~
	~~Statements of Equity for the years ended December 31, 2019, 2018 and 2017~~	~~F-8~~
	~~Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017~~	~~F-9~~
	~~Notes to Consolidated Financial Statements~~	~~F-11~~
	~~Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2019~~	~~F-39~~

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

F-1

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

~~Opinion on the Consolidated Financial Statements~~

~~We have audited the accompanying consolidated balance sheets of Farmland Partners, Inc. (the “Company”)~~Balance Sheets as of December 31, ~~2019~~2022 and 2018 the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.2021

F-2

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 12, 2020 expressed an adverse opinion thereon.

~~Basis for Opinion~~

These consolidated financial statements are the responsibility of the Company’s management. 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 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.

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.

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

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

~~Denver, Colorado~~

~~March 12, 2020~~

~~F-1~~

~~Table of Contents~~

~~Report of Independent Registered Public Accounting Firm~~

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

~~Opinion on Internal Control over Financial Reporting~~

We have audited Farmland Partners, Inc. (the “Company”) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, because of the material weakness described below on the achievement of objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”) and our report dated March 12, 2020, expressed an unqualified opinion thereon.

~~Basis for Opinion~~

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment:

There were ineffective information technology general controls (ITGCs) in the areas of logical access, user administration, program change and information security policies over certain information technology (IT) systems that support the Company’s financial reporting processes. As a result, certain business process automated and manual controls that were dependent on the affected ITGCs were ineffective because they could have been adversely impacted.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2019 financial statements, and this report does not affect our report dated March 12, 2020, on those financial statements.

~~F-2~~

~~Table of Contents~~

~~Definition and Limitations of Internal Control over Financial Reporting~~

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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.

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

~~Denver, Colorado~~

~~March 12, 2020~~

~~F-3~~

~~Table of Contents~~

~~Report of Independent Registered Public Accounting Firm~~

To~~theBoard of Directors and Stockholders of Farmland Partners Inc.:~~

~~Opinion on the Financial Statements~~

We have audited the consolidated statements of operations, equity, and cash flows of Farmland Partners Inc. and its subsidiaries (the “Company”) for the year ended December 31, 2017, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

~~Basis for Opinion~~

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. 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 audit 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.

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

~~/s/ PricewaterhouseCoopers LLP~~

~~Denver, CO~~

~~March 2, 2018~~

~~We served as the Company's auditor from 2013 to 2018.~~

~~F-4~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Consolidated Balance Sheets~~

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

December 31,

2019

2018

ASSETS

Land, at cost

$
937,813

957,516

Grain facilities

12,091

12,184

Groundwater

11,473

11,473

Irrigation improvements

53,871

53,458

Drainage improvements

12,674

12,271

Permanent plantings

52,089

52,989

Other

7,827

8,196

Construction in progress

11,911

10,262

Real estate, at cost

1,099,749

1,118,349

Less accumulated depreciation

(25,277)

(18,202)

Total real estate, net

1,074,472

1,100,147

Deposits

1

—

Cash

12,561

16,891

Notes and interest receivable, net

4,767

11,877

Right of Use Asset

73

—

Deferred offering costs

—

218

Deferred financing fees, net

174

261

Accounts receivable, net

5,515

6,136

Inventory

1,550

341

Prepaid expenses and other assets

3,440

3,638

TOTAL ASSETS

$
1,102,553

$
1,139,509

LIABILITIES AND EQUITY

LIABILITIES

Mortgage notes and bonds payable, net

$
511,403

523,641

Lease Liability

73

—

Dividends payable

1,593

1,681

Derivative liability

1,644

865

Accrued interest

3,111

4,296

Accrued property taxes

1,873

1,666

Deferred revenue

71

238

Accrued expenses

5,868

3,581

Total liabilities

525,636

535,968

Commitments and contingencies (See Note 8)

Series B Participating Preferred Stock, $0.01 par value, 6,037,500 shares authorized; 5,972,059 shares issued and outstanding at December 31, 2019, and 6,013,587 shares issued and outstanding at December 31, 2018

142,861

143,758

Redeemable non-controlling interest in operating partnership, preferred units

120,510

120,510

EQUITY

Common stock, $0.01 par value, 500,000,000 shares authorized; 29,952,608 shares issued and outstanding at December 31, 2019, and 30,594,592 shares issued and outstanding at December 31, 2018

292

300

Additional paid in capital

338,387

332,996

Retained earnings

6,251

4,852

Cumulative dividends

(48,784)

(42,695)

Other comprehensive income

(1,644)

(865)

Non-controlling interests in operating partnership

19,044

44,685

Total equity

313,546

339,273

TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST IN OPERATING PARTNERSHIP AND EQUITY

$
1,102,553

$
1,139,509

~~See accompanying notes.~~

~~F-5~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Consolidated Statements of Operations~~

~~(in thousands, except per share amounts)~~

For the Years Ended December 31,


2019

2018

2017
OPERATING REVENUES

Rental income

$
48,119

$
51,185

$
42,956
Tenant reimbursements

3,146

3,158

1,909
Crop Sales

978

410

799
Other revenue

1,321

1,316

555
Total operating revenues

53,564

56,069

46,219

OPERATING EXPENSES

Depreciation and depletion

8,320

8,544

7,792
Property operating expenses

7,897

7,834

5,897
Cost of goods sold

927

125

361
Acquisition and due diligence costs

6

180

930
General and administrative expenses

6,102

7,352

7,258
Legal and accounting

3,971

2,330

1,453
Other operating expenses

4

11

—
Total operating expenses

27,227

26,376

23,691
OPERATING INCOME

26,337

29,693

22,528

OTHER (INCOME) EXPENSE:

Other income

(260)

(264)

(391)
(Gain) loss on disposition of assets

(7,841)

(2,882)

200
Interest expense

19,588

18,799

13,561
Total other expense

11,487

15,653

13,370

Net income before income tax expense

14,850

14,040

9,158

Income tax expense

—

—

—

NET INCOME

14,850

14,040

9,158

Net income attributable to non-controlling interest in operating partnership

(964)

(1,786)

(1,244)
Net income attributable to redeemable non-controlling interest in operating partnership

—

—

—

Net income attributable to the Company

$
13,886

$
12,254

$
7,914

Nonforfeitable distributions allocated to unvested restricted shares

(77)

(111)

(151)
Distributions on redeemable non-controlling interests in operating partnership, preferred units

(12,485)

(12,563)

(6,856)

Net (loss) income available to common stockholders of Farmland Partners Inc.

$
1,324

$
(420)

$
907

Basic and diluted per common share data:

Basic net (loss) income available to common stockholders

$
0.04

$
(0.01)

0.03
Diluted net (loss) income available to common stockholders

$
0.04

$
(0.01)

0.03
Distributions declared per common share

$
0.2000

$
0.3550

0.5100
Basic weighted average common shares outstanding

30,169

32,162

31,210
Diluted weighted average common shares outstanding

30,169

32,162

31,210

~~See accompanying notes.~~

~~F-6~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Consolidated Statements of Comprehensive Income (Loss)~~

~~(in thousands)~~

For the Twelve Months Ended

December 31,



2019

2018

2017
Net Income (loss)

$
14,850

$
14,040

$
9,158
Net change associated with current period hedging activities

(779)

(865)

—
Comprehensive Income

14,071

13,175

9,158
Comprehensive income attributable to non-controlling interests

(964)

(1,786)

(1,244)
Net income (loss) attributable to Farmland Partners Inc.

$
13,107

$
11,389

$
7,914

~~F-7~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Consolidated Statements of Equity~~

~~(in thousands)~~

Stockholders’ Equity

Common Stock

Non-controlling






Additional

Retained



Other

Interest in


Paid-in

Earnings

Cumulative

Comprehensive

Operating

Total


Shares

Par Value

Capital

(Deficit)

Dividends

Income

Partnership

Equity
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 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

Net income

—

—

—

12,254

—

—

1,786

14,040
Costs in association with shelf offering, net of costs of $218

—

—

(218)

—

—

—

—

(218)
Grant of unvested restricted stock

162

—

—

—

—

—

—

—
Forfeiture of unvested restricted stock

(11)

(1)

(4)

—

—

—

—

(5)
Stock based compensation

—

—

1,653

—

—

—

—

1,653
Dividends accrued or paid

—

—

—

(12,563)

(11,496)

—

(1,627)

(25,686)
Conversion of common units to shares of common stock

157

2

1,542

—

—

—

(1,544)

—
Net change associated with current period hedging transactions

(865)

(865)
Repurchase and cancellation of shares

(3,048)

(30)

(20,567)

—

—

—

—

(20,597)
Adjustment to non-controlling interest resulting from changes in ownership of the Operating Partnership

—

—

443

—

—

—

(443)

—
Balance at December 31, 2018

30,594

300

332,996

4,852

(42,695)

(865)

44,685

339,273

Net income

—

—

—

13,885

—

—

965

14,850
Issuance of stock (write off of deferred offering costs)

—

—

(218)

—

—

—

—

(218)
Grant of unvested restricted stock

226

—

—

—

—

—

—

—
Forfeiture of unvested restricted stock

(25)

—

(99)

—

—

—

—

(99)
Stock based compensation

2

—

1,527

—

—

—

—

1,527
Dividends accrued or paid

—

—

—

(12,486)

(6,089)

—

(430)

(19,005)
Conversion of common units to shares of common stock

2,678

27

26,217

—

—

—

(26,244)

—
Net change associated with current period hedging transactions

—

—

—

—

—

(779)

—

(779)
Repurchase and cancellation of shares

(3,523)

(35)

(21,968)

—

—

—

—

(22,003)
Adjustment to non-controlling interest resulting from changes in ownership of the Operating Partnership

—

—

(68)

—

—

—

68

—
Balance at December 31, 2019

29,952

$
292

$
338,387

$
6,251

$
(48,784)

$
(1,644)

$

19,044

$
313,546

~~See accompanying notes.~~

~~F-8~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Consolidated Statements of Cash Flows~~

~~(in thousands)~~

For the Years Ended December 31,

2019

2018

2017
CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$
14,850

$
14,040

$
9,158
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and depletion

8,320

8,544

7,792
Amortization of discounts/premiums on debt

321

353

227
Amortization of net origination fees related to notes receivable

(1)

(5)

(16)
Amortization of below market leases

—

—

—
Stock based compensation, net of forfeitures

1,428

1,649

1,392
(Gain) loss on disposition of assets

(7,841)

(2,882)

200
Bad debt expense

542

876

300
Changes in operating assets and liabilities:

Increase in accounts receivable

1,260

(422)

(1,105)
Decrease (increase) in interest receivable

(806)

(484)

(331)
Increase in other assets

(103)

(1,029)

(892)
(Increase) decrease in inventory

(1,264)

(216)

257
Increase in accrued interest payable

(1,242)

1,103

1,655
(Increase) decrease in accrued expenses

2,417

2,139

(15,307)
(Decrease) in deferred revenue

(114)

(3,881)

(2,164)
(Increase) decrease in accrued property taxes

227

218

(237)
Net cash provided by operating activities

17,994

20,003

929

CASH FLOWS FROM INVESTING ACTIVITIES

Real estate acquisitions

(1,403)

(33,154)

(206,166)
Real estate improvements

(6,583)

(12,785)

(21,576)
Principal receipts on notes receivable

6,679

4,852

—
Issuance of notes receivable

(1,781)

(6,662)

(6,570)
Casualty loss insurance recovery

—

(8)

205
Proceeds from sale of property

34,140

31,893

—
Net cash used in investing activities

31,052

(15,864)

(234,107)

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings from mortgage notes payable

—

21,000

212,190
Repayments on mortgage notes payable

(11,385)

(11,508)

(81,219)
Proceeds from underwritten public offering

—

(157)

—
Common stock repurchased

(22,003)

(20,598)

(10,000)
Participating preferred stock repurchased

(896)

(465)

—
Payment of offering costs

—

—

(573)
Payment of debt issuance costs

—

(204)

(1,293)
Proceeds from issuance of Series B participating preferred shares

—

—

144,523
Dividends on common stock

(6,177)

(14,433)

(14,688)
Dividends on Series A preferred units

(3,510)

(3,510)

(2,915)
Dividends on Series B participating preferred stock

(8,975)

(9,053)

(3,346)
Distributions to non-controlling interest in operating partnership

(430)

(1,856)

(3,131)
Net cash provided by (used in) financing activities

(53,376)

(40,784)

239,548

NET (DECREASE) INCREASE IN CASH

(4,330)

(36,645)

6,370
CASH, BEGINNING OF PERIOD

16,891

53,536

47,166
CASH, END OF PERIOD

$
12,561

$
16,891

$
53,536

Cash paid during period for interest

$
20,593

$
17,037

$
11,827
Cash paid during period for taxes

$
—

$
—

$
—

~~F-9~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Consolidated Statements of Cash Flows (continued)~~

~~(in thousands)~~

For the Years Ended December 31,

2019

2018

2017
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Dividends payable, common stock

$
1,498

$
1,530

$
4,243
Distributions payable, common units

$
95

$
229

$
604
Preferred Unit distributions accrued

$
3,510

$
3,510

$
3,510
Preferred Share distributions accrued

$
2,240

$
—

$
—
Deferred offering costs amortized through equity in the period

$
218

$
—

$
420
Additions to real estate improvements included in accrued expenses

$
—

$
350

$
1,375
Issuance of equity and contributions from redeemable non-controlling interests and non-controlling interest in operating partnership in conjunction with acquisitions

$
—

$
—

$
181,509
Right of use asset/lease liability

$
197

$
—

$
—
Other assets acquired in business combination

$
—

$
—

$
1,759
Accounts receivable acquired in acquisitions

$
—

$
—

$
896
Property tax liability assumed in acquisitions

$
—

$
(15)

$
596
Deferred financing costs included in accrued expenses

$
—

$
—

$
16
Offering costs included in accrued expenses

$
—

$
—

$
13
Settlement of outstanding notes receivable

$
—

$
802

$
—
Settlement of outstanding notes receivable with property acquisitions

$
1,895

$
—

$
—

~~See accompanying notes.~~

~~F-10~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements~~

~~Note 1–Organization and Significant Accounting Policies~~

~~Organization~~

Farmland Partners Inc., 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 was incorporated in Maryland on September 27, 2013. The Company is the sole member of the general partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013. As of December 31, 2019, the Company owned a portfolio of approximately 158,500 acres which are consolidated in these financial statements. All of the Company’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, 2019, the Company owned an 94.0% interest in 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”), 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 common stock, holders of 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 of its newly designated 6.00% Series B Participating Preferred Stock, $0.01 par value per share (the “Series B Participating Preferred Stock”) in an underwritten public offering. 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 (See “Note 9—Stockholders’ Equity—Series B Participating Preferred Stock” for more information on the Series B Participating Preferred Stock).

The Company 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.

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 provide volume purchasing services to the Company’s tenants and also to operate a small scale custom farming business. As of December 31, 2019, the TRS performs these custom farming operations on 1,857 acres of farmland owned by the Company located in California, Florida, and Michigan.

~~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

~~F-11~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

Company Merger, converted into the right to receive the Company Merger Consideration. The Company issued 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") and include the accounts of the Company 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 2019. Such reclassification had no effect on net income or total equity.

The Company’s financial condition as of December 31, 2019 and 2018, and the results of operations for the years ended December 31, 2019, 2018 and 2017, reflect the financial condition and results of operations of the Company.

~~Use of Estimates~~

~~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 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, processes and outputs, these acquisitions are accounted for as a business combination.

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 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, 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, 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.

~~F-12~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

Management’s estimates of land value are made using a comparable sales analysis. Factors considered by management in its analysis of land value include soil types and water availability and the sales prices of comparable farms. Management’s estimates of groundwater value are made using historical information obtained regarding the applicable 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 in a business acquisition, 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, 2018, all below market leases had been fully amortized, with amortization totaling $0.0 million recorded in the twelve months ended December 31, 2019.

As of December 31, 2019 and 2018, the Company had $1.3 million and $1.3 million, respectively, recorded for tenant relationship intangibles with total accumulated amortization and amortization expense of $1.2 million and $1.0 million, respectively. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired in a business acquisition, 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 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 at the termination date.

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 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, the Company determines 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, the Company allocates 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 Sales~~

The Company recognizes gains from the sales of real estate assets, generally at the time the title is transferred, consideration is received and the Company no longer has substantial continuing involvement with the real estate sold.

~~F-13~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~Liquidity Policy~~

The Company manages its liquidity position and expected liquidity needs taking into consideration current cash balances and reasonably expected cash receipts. The business model of the Company, and of real estate investment companies in general, relies on 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. As of December 31, 2019 the Company had liquidity requirements which were not anticipated to be funded from ongoing operating cash flows in the foreseeable future which were largely impacted by debt repayments which are coming due in 2020. When material debt repayments are due within the following 12 months, the Company works with current and new lenders and other potential sources of capital to ensure that all its obligations are timely satisfied. The Company has a history of being able to refinance its debt obligations to manage its debt maturities. Furthermore, the Company also has a deep portfolio of real estate assets which management believes could be readily liquidated if necessary to fund its immediate liquidity needs. Managements first course of action is to work with its lenders to refinance debt which is coming due on terms acceptable to the Company. In the event the Company is unsuccessful in refinancing its debt on terms acceptable to the Company, management would look to liquidate certain assets to fund its liquidity shortfall. Management believes its plans are sufficient to overcome the liquidity pressures which existed at December 31, 2019.

~~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.

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

Grain facilities

10
-
40

Irrigation improvements

2
-
40

Drainage improvements

20
-
65

Groundwater

3
-
50

Permanent plantings

13
-
40

Other

5
-
40

~~The Company periodically evaluates the estimated useful lives for groundwater based on current state water regulations and depletion levels of the aquifers.~~

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~~

~~F-14~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

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.

~~Cash~~

The Company’s cash at December 31, 2019 and 2018 was held in the custody of three financial institutions, and the Company’s balance at any given financial institution may at times exceed federally insurable limits. 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 in obtaining debt are deducted from the face amount of mortgage notes 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, 2019, the Company did not incur any costs in connection with the issuance of debt. During the year ended December 31, 2018, $0.2 million in costs were incurred in connection with the MetLife Term Loan 9, (as defined in “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable, net”). 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 of the underlying debt. The Company recorded amortization expense of $0.3 million for each of the years ended December 31, 2019, 2018 and 2017, respectively, which is included in interest expense in the accompanying Consolidated Statements of Operations. Accumulated amortization of deferred financing fees was $1.0 million and $0.7 million as of December 31, 2019 and 2018, respectively.

~~Notes and Interest Receivable~~

Notes receivable 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, 2019, the Company had issued six notes under the FPI Loan Program and have designated each of the notes receivable as loans. Loans are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the straight-line method, which approximates the effective interest method. Such amortization, including interest, is included in other revenue within our Consolidated Statements of Operations. See “Note 6—Notes Receivable.”

~~Allowance for Notes and Interest Receivable~~

A note is placed on non-accrual status when management determines, after considering economic and business conditions and collection efforts, that the note 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 are recorded as interest income when the payment is received. The note 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 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. Any uncollectible interest previously accrued is also charged off. As of December 31, 2019, we believe the value of the underlying collateral for each of the notes to be sufficient and in excess of the respective outstanding principal and accrued interest.

~~F-15~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~Deferred Offering Costs~~

Deferred offering costs include incremental direct costs incurred by the Company in conjunction with proposed or actual offerings of securities. At the completion of the 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. The Company incurred $0.0 million and $0.1 million in offering costs during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019 and 2018, the Company had $0.0 million and $0.2 million, respectively, in deferred offering costs related to regulatory, legal, accounting and professional service costs associated with proposed or actual offerings of securities.

~~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 collectible from our customers. Estimates used in 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 writes off accounts receivable when it becomes apparent, based upon age or customer circumstances, that such amounts will not be collected. The allowance for doubtful accounts was $0.1 million and $0.2 million as of December 31, 2019 and 2018, respectively, which is recorded on the Consolidated Statement 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~~

The costs of growing crop are accumulated until the time of harvest at the lower of cost or net realizable value and are included in inventory in our consolidated balance sheets. 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 both during the growing and harvesting phases and are 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.

~~Other inventory, such as fertilizer and pesticides, is valued at the lower of cost or market.~~

~~Inventory consisted of the following:~~

December 31,
($ in thousands)

2019

2018
Harvested crop

$
171

$
100
Growing crop

1,379

122
General inventory

—

119

$
1,550

$
341

~~Revenue Recognition~~

~~F-16~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

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.

Farm leases in place as of December 31, 2019 had terms ranging from one to twenty five years. As of December 31, 2019, the Company had 97 leases over 214 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 is closed prior to, or shortly after, planting of crops. If the acquisition is closed later in the year, the Company typically receives a partial rent payment 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 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. Contingent rent recognized for the years ended December 31, 2019, 2018 and 2017 totaled $11.4 million, $13.2 million, and $9.5 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 the Company for property taxes paid by the Company, 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.

~~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 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, ~~2019, 2018~~2022 and ~~2017.~~2021

F-3

Statements of Comprehensive 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 2018, any applicable alternative minimum tax) on its taxable income at regular corporate tax rates. The Company

~~F-17~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~recorded income tax expense totaling $0.0 million for each of~~ the years ended December 31, ~~2019, 2018,~~2022 and ~~2017, respectively.~~2021

F-4

~~The Operating Partnership leases certain~~

Statements of ~~its farms to the TRS, which is subject to federal and state income taxes. The TRS accounts~~Equity 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 $(0.2) million in taxable income from the TRS for the year ended December 31, 2019, $(0.02) million at December 31, 2018, and $0.03 million for the year ended December 31, 2017. The Company did not have any deferred tax assets or liabilities for these years.

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, 2019, the Company did not identify any uncertain tax positions. The Company did not identify any uncertain tax positions related to the 2018 and 2017 open tax years.

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 asset acquisitions that it undertook during the years ended December 31, ~~2019~~2022 and ~~December 31, 2018.~~2021

F-5

~~Derivatives and Hedge Accounting~~

The Company enters 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. All contracts entered into during the year ended December 31, 2019 met the criteria to be exempt from derivative accounting and were designated as normal purchase and sales exceptions for hedge accounting.

~~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.

~~F-18~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~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 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. 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 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 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 expenseCash Flows 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.

~~New or Revised Accounting Standards~~

~~Recently adopted~~

~~In June 2018, the FASB issued ASU 2018-07,~~ ~~Compensation – Stock Compensation (Topic 718),~~ which sets out and seeks to simplify principles for share-based payment transactions for acquiring goods and services from nonemployees. The Company has adopted the standard, completed its assessment of the impact of this guidance, and has determined it to be immaterial to the consolidated financial statements.

~~In February 2018, the FASB issued ASU 2018-02,~~ ~~Reporting Comprehensive Income (Topic 220),~~ which was issued to address the effects of the Tax Cuts and Jobs Act on deferred taxes as they related to Other Comprehensive Income. The Company has adopted the standard, completed its assessment of the impact of this guidance, and has determined it to be immaterial to the consolidated financial statements.

~~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

~~F-19~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over 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. The Company has completed its assessment of the impact of this guidance. The following reflects the primary effects of this guidance on the Company’s reporting:

~~(i)~~

For leases in which the Company is the lessee, the guidance did not have a material impact as there are only two operating leases for office space and for subleased property in Nebraska. Both 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 recorded a right-of-use asset and a lease liability for the third lease that has a term greater than 12 months, which did not have a significant impact on the consolidated financial statements;

~~(ii)~~

For leases in which the Company is the lessor, the guidance did not have a material impact as the majority of the Company’s leases do not contain a non-lease component. Under the new guidance, lease procurement costs that were previously capitalized are now 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.

The standard was 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. The Company adopted this standard effective January 1, 2019. The Company recorded a right of use asset and lease liability in the amount of $0.2 million.

~~Not Yet Adopted~~

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the method and timing of the recognition of credit losses on financial assets. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. This credit loss standard is required to be applied using a modified-retrospective approach and requires a cumulative-effect adjustment to retained earnings be recorded as of the date of adoption. The Company adopted the new standard on January 1, 2020. The adoption of the standard is not expected to have a material impact on its financial position or results of operations.

~~Note 2—Revenue Recognition~~

For the majority of its leases, the Company receives at least 50% of the annual lease payment from tenants either 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. Rental income is recorded on a straight-line basis over the lease term. The lease term generally includes 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.~~

As of December 31, 2019 and 2018, the Company had $0.1 million and $0.2 million, respectively, in deferred revenue. The Company did not have any unamortized below market leases as of December 31, 2019 and 2018, respectively.

~~F-20~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~The following represents a summary of the rental income recognized during the three years ended December 31, 2019:~~

Rental Income Recognized

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

2019

2018

2017
Leases in effect at the beginning of the year

$
45,977

$
37,434

$
12,593
Leases entered into or amended during the year

2,142

13,751

30,363

$
48,119

$
51,185

$
42,956

Future minimum lease payments from tenants under all non-cancelable leases in place as of December 31, 2019, including lease advances, when contractually due, but excluding tenant reimbursement of expenses and lease payments based on a percentage of farming revenues, for each of the next five years and beyond as of December 31, 2019 are as follows:

($ in thousands)

Future Rental
Year Ending December 31,

Payments
2020

$
31,328
2021

19,774
2022

9,833
2023

5,171
2024

2,440
2025 and beyond

25,033

$
93,579

~~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.~~

~~Note 3—Concentration Risk~~

~~Credit Risk~~

~~For~~ the years ended December 31, ~~2019, 2018~~2022 and 2017, 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 be a material adverse effect on the Company’s financial performance and the Company’s ability to continue operations. The following is a summary of our significant tenants:2021

F-6

Rental Income Recognized

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

2019

2018

2017

Tenant A(1)

$
5,905

12.2
%
$
6,996

13.6
%
$
7,041

16.4
%
Tenant B(1)

$
7,056

14.6
%
$
6,957

13.6
%
$
—

—
%

~~(1)~~

~~The Company has numerous permanent crop leases with these major farming companies located in Califonia.~~

~~F-21~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

Notes to Consolidated Financial Statements ~~(Continued)~~

F-8

~~Geographic Risk~~

~~The following table summarizes the percentage of approximate total acres owned~~Schedule III – Real Estate and Accumulated Depreciation as of December 31, ~~2019, 2018 and 2017 and straight line and crop share rental income recorded~~2022

F-37

Table of Contents

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Farmland Partners Inc. (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s 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 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 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Plante & Moran, PLLC

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

Denver, Colorado

February 23, 2023

F-1

Table of Contents

Farmland Partners Inc.

Consolidated Balance Sheets

(in thousands, except par value and share data)


	December 31,		December 31,
	2022		2021
ASSETS
Land, at cost	$	980,521	$	945,951
Grain facilities		11,349		10,754
Groundwater		17,682		10,214
Irrigation improvements		50,097		52,693
Drainage improvements		12,543		12,606
Permanent plantings		50,394		53,698
Other		6,967		6,848
Construction in progress		14,810		10,647
Real estate, at cost		1,144,363		1,103,411
Less accumulated depreciation		(38,447)		(38,303)
Total real estate, net		1,105,916		1,065,108
Deposits		148		58
Cash and cash equivalents		7,654		30,171
Assets held for sale		33		530
Loans and financing receivables, net		21,921		6,112
Right of use asset		325		107
Deferred offering costs		63		40
Accounts receivable, net		7,055		4,900
Derivative asset		2,084		—
Inventory		2,808		3,059
Equity method investments		4,185		3,427
Intangible assets, net		2,055		1,915
Goodwill		2,706		2,706
Prepaid and other assets		3,196		3,392
TOTAL ASSETS	$	1,160,149	$	1,121,525

LIABILITIES AND EQUITY
LIABILITIES
Mortgage notes and bonds payable, net	$	436,875	$	511,323
Lease liability		325		107
Dividends payable		3,333		2,342
Derivative liability		—		785
Accrued interest		4,135		3,011
Accrued property taxes		2,008		1,762
Deferred revenue		44		45
Accrued expenses		9,215		9,564
Total liabilities		455,935		528,939

Commitments and contingencies (See Note 8)

Redeemable non-controlling interest in operating partnership, Series A preferred units		110,210		120,510

EQUITY
Common stock, $0.01 par value, 500,000,000 shares authorized; 54,318,312 shares issued and outstanding at December 31, 2022, and 45,474,145 shares issued and outstanding at December 31, 2021		531		444
Additional paid in capital		647,346		524,183
Retained earnings (deficit)		3,567		(4,739)
Cumulative dividends		(73,964)		(61,853)
Other comprehensive income		3,306		279
Non-controlling interests in operating partnership		13,218		13,762
Total equity		594,004		472,076

TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS IN OPERATING PARTNERSHIP AND EQUITY	$	1,160,149	$	1,121,525

See accompanying notes.

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Farmland Partners Inc.

Consolidated Statements of Operations

(in thousands, except per share amounts)


	For the Years Ended
	December 31,
	2022		2021
OPERATING REVENUES:
Rental income	$	45,615	$	45,251
Tenant reimbursements		3,264		3,450
Crop sales		5,372		880
Other revenue		6,959		2,158
Total operating revenues		61,210		51,739

OPERATING EXPENSES
Depreciation, depletion and amortization		6,960		7,629
Property operating expenses		8,190		7,331
Cost of goods sold		5,966		1,525
Acquisition and due diligence costs		111		55
General and administrative expenses		12,005		8,208
Legal and accounting		2,874		10,147
Other operating expenses		130		31
Total operating expenses		36,236		34,926
OPERATING INCOME		24,974		16,813

OTHER (INCOME) EXPENSE:
Other (income)		(663)		(66)
(Income) from equity method investment		(52)		(19)
(Gain) on disposition of assets		(2,641)		(9,290)
Interest expense		16,143		15,929
Total other expense		12,787		6,554

Net income before income tax expense		12,187		10,259

Income tax expense		227		—

NET INCOME		11,960		10,259

Net (income) attributable to non-controlling interests in operating partnership		(286)		(268)

Net income attributable to the Company		11,674		9,991

Nonforfeitable distributions allocated to unvested restricted shares		(63)		(57)
Distributions on Series A Preferred Units and Series B Preferred Stock		(3,210)		(10,052)
Redemption of Series B Participating Preferred Stock		—		(5,716)

Net income (loss) available to common stockholders of Farmland Partners Inc.	$	8,401	$	(5,834)

Basic and diluted per common share data:
Basic net income (loss) available to common stockholders	$	0.16	$	(0.17)
Diluted net income (loss) available to common stockholders	$	0.16	$	(0.17)
Basic weighted average common shares outstanding		50,953		34,641
Diluted weighted average common shares outstanding		50,953		34,641
Dividends declared per common share	$	0.23	$	0.20

See accompanying notes.

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Farmland Partners Inc.

Consolidated Statements of Comprehensive Income

(in thousands)


	For the Years Ended
	December 31,
	2022		2021
Net income	$	11,960	$	10,259
Amortization of other comprehensive income		594		983
Net change associated with current period hedging activities		2,433		1,676
Comprehensive income		14,987		12,918
Comprehensive (loss) attributable to non-controlling interests		(286)		(268)
Net income attributable to Farmland Partners Inc.	$	14,701	$	12,650

See accompanying notes.

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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 (Loss)		Partnership		Equity
Balance at December 31, 2020	30,571	$	297	$	345,870	$	1,037	$	(54,751)	$	(2,380)	$	15,841	$	305,914
Net income	—		—		—		9,991		—		—		268		10,259
Issuance of stock	2,113		21		27,135		—		—		—		—		27,156
Issuance of Operating Partnership units as partial consideration for business combination	249		2		3,144		—		—		—		—		3,146
Issuance of stock for redemption of Series B preferred stock	12,120		121		144,711		(5,716)		—		—		—		139,116
Grant of unvested restricted stock	143		—		—		—		—		—		—		—
Forfeiture of unvested restricted stock	(3)		—		—		—		—		—		—		—
Stock-based compensation	—		—		1,263		—		—		—		—		1,263
Dividends accrued or paid	—		—		—		(10,051)		(7,102)		—		(284)		(17,437)
Conversion of common units to shares of common stock	281		3		2,972		—		—		—		(2,975)		—
Net change associated with current period hedging transactions	—		—		—		—		—		2,659		—		2,659
Adjustments to non-controlling interests resulting from changes in ownership of operating partnership	—		—		(912)		—		—		—		912		—
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 or 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	—		—		—		—		—		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

See accompanying notes.

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Farmland Partners Inc.

Consolidated Statements of Cash Flows

(in thousands)


	For the Years Ended
	December 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	11,960	$	10,259
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation, depletion and amortization		6,960		7,629
Amortization of deferred financing fees and discounts/premiums on debt		378		384
Amortization of net origination fees related to notes receivable		(37)		(3)
Stock-based compensation		1,523		1,263
Stock-based incentive		417		—
(Gain) on disposition of assets		(2,641)		(9,290)
(Income) from equity method investment		(52)		(19)
Proceeds from litigation settlement		—		550
Bad debt expense		24		16
Current and expected credit losses		92		—
Amortization of dedesignated interest rate swap		449		874
Loss on early extinguishment of debt		162		—
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable		(2,335)		(974)
(Increase) Decrease in interest receivable		(119)		(100)
(Increase) Decrease in other assets		(139)		(639)
(Increase) Decrease in inventory		251		(1,715)
Increase (Decrease) in accrued interest		1,383		(471)
Increase (Decrease) in accrued expenses		(1,533)		146
Increase (Decrease) in deferred revenue		56		(58)
Increase (Decrease) in accrued property taxes		252		4
Net cash and cash equivalents provided by operating activities		17,051		7,856

CASH FLOWS FROM INVESTING ACTIVITIES
Real estate acquisitions		(54,436)		(81,179)
Real estate and other improvements		(4,246)		(2,712)
MWA acquisition, net of cash acquired		—		(857)
Acquisition of non-real estate assets		(75)		—
Investment in equity method investees		(705)		(991)
Collections of principal on loans and financing receivables		2,786		37
Origination fees on notes receivable		60		—
Issuance of loans and financing receivables		(20,781)		(3,702)
Proceeds from sale of property		16,999		70,635
Net cash and cash equivalents (used in) investing activities		(60,398)		(18,769)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from mortgage notes payable		223,000		41,109
Repayments on mortgage notes payable		(296,941)		(35,908)
Proceeds from ATM offering		121,315		27,156
Issuance of stock		59		—
Participating preferred stock repurchased		—		(650)
Payment of debt issuance costs		(1,047)		(841)
Payment of swap fees		(291)		(291)
Redemption of Series A preferred units		(10,158)		—
Dividends on common stock		(11,126)		(6,360)
Shares withheld for income taxes on vesting of equity-based compensation		(186)		—
Distributions on Series A preferred units		(3,510)		(3,510)
Distributions on Series B participating preferred stock		—		(6,542)
Distributions to non-controlling interests in operating partnership, common		(285)		(296)
Net cash and cash equivalents provided by financing activities		20,830		13,867

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(22,517)		2,954
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		30,171		27,217
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	7,654	$	30,171

Cash paid during period for interest	$	—	$	14,704
Cash paid during period for taxes	$	—	$	—

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Farmland Partners Inc.

Consolidated Statements of Cash Flows (continued)

(in thousands)


	For the Years Ended
	December 31,
	2022		2021
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Dividend payable, common stock	$	3,259	$	2,274
Dividend payable, common units	$	74	$	68
Distributions payable, Series A preferred units	$	3,210	$	3,510
Conversion of Convertible Notes into Investment in equity method investee	$	—	$	2,417
Additions to real estate improvements included in accrued expenses	$	853	$	424
Swap fees payable included in accrued interest	$	146	$	146
Prepaid property tax liability acquired in acquisitions	$	63	$	40
Deferred offering costs amortized through equity in the period	$	118	$	157
Right of Use Asset	$	325	$	107
Lease Liability	$	325	$	107
Non-cash conversion of notes receivable to real estate	$	2,135	$	—

See accompanying notes.

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Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements

Note 1—Organization and Significant Accounting Policies

Organization

Farmland Partners Inc. (“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 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. All of 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, 2022, FPI owned a 97.8% interest in 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”), 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 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. As of December 31, 2022, the Operating Partnership owns a 9.97% equity interest in an unconsolidated equity method investment that holds 12 properties (see “Note 1—Convertible Notes Receivable”, “Note 1—Equity Method Investments”, and “Note 4—Related Party Transactions”).

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

As of December 31, 2022, the Company owned a portfolio of approximately 165,200 acres of farmland, which is consolidated in these financial statements. In addition, as of December 31, 2022, 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 30,900 acres of farmland.

On March 16, 2015, the Company formed FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), as a taxable REIT subsidiary. We engage directly in farming, provide property management, auction, and brokerage services and volume purchasing services to our tenants through the TRS. As of December 31, 2022, the TRS performed direct farming operations on 2,175 acres of farmland owned by the Company located in California.

All references to numbers and percent of acres within this report are unaudited.

Principles of Combination and Consolidation

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 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.

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

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Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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 which have the ability to contribute to the creation of outputs, these acquisitions are accounted for as business combinations.

Whether the Company’s 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 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, 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 comparable sales analysis. Factors considered by management in its analysis of land value include soil types, water availability and the sale prices of comparable farms. Management’s estimates of groundwater value are made using historical information obtained regarding the applicable 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.

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 overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships are included as an intangible asset and 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 above and below market leases, in-place lease values, and 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 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 the years ended December 31, 2022 and 2021, the Company incurred an immaterial amount of costs related to acquisition and due diligence.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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. 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 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, and reasonably expected cash receipts. The business model of the Company, and of real estate investment companies in general, relies on 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 deep portfolio of real estate assets which management believes could be readily liquidated if necessary to fund any immediate liquidity needs. As of December 31, 2022, we had $436.9 million of mortgage and other debt against a portfolio of real estate assets with a net book value of $1.1 billion. During the year ended December 31, 2022, we raised $121.3 million of equity capital from our At-the-Market Equity Offering Program (the “ATM Program”). We also have an effective shelf registration statement with approximately $100 million of capacity, excluding availability on any ATM Program currently in place, pursuant to which we could issue additional equity or debt securities. In addition, in 2022, we entered into credit agreements with Farmer Mac, MetLife and Rutledge for revolving credit facilities in an aggregate principal amount of $262.0 million. As of December 31, 2022, $169.0 million remains available. 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


	Years
Grain facilities	10	-	40
Irrigation improvements	2	-	40
Drainage improvements	20	-	65
Groundwater	3	-	50
Permanent plantings	13	-	40
Other	5	-	40

The Company periodically evaluates the estimated useful lives for groundwater based on current state water regulations and depletion levels of the aquifers.

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Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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 recognized on real estate assets in the accompanying financial statements.

Cash and Cash Equivalents

The Company’s cash and cash equivalents at December 31, 2022 and 2021 was held in the custody of five and six financial institutions, respectively, 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 orginal 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 in obtaining debt are deducted from the face amount of mortgage notes 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, 2022, the Company incurred $1.0 million in connection with the refinancing of the Rutledge debt and the establishment of the Metlife Facility and the Farmer Mac Facility (each as defined in “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable”). During the year ended December 31, 2021, the Company incurred $0.8 million in connection with the issuance of the Jefferson Bank Bridge Loan, MetLife 11, MetLife 12, refinancing of the Rutledge debt and substitution of collateral on MetLife 2. 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 of the underlying debt. The Company recorded amortization expense of $0.4 million and $0.4 million for the years ended December 31, 2022 and 2021, respectively, which is included in interest expense in the accompanying Consolidated Statements of Operations. Accumulated amortization of deferred financing fees was $1.2 million and $1.7 million as of December 31, 2022 and 2021, respectively.

Loans and Financing Receivables

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, 2022 and 2021, the Company had three and four notes outstanding, respectively, under the FPI Loan Program and have designated each of the notes receivable as loans. Loans are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the straight-line method, which approximates the effective interest method. Such amortization, including interest, is included in other revenue within our Consolidated Statements of Operations. See “Note 6—Loans and Financing Receivables.”

In November 2022, the Company purchased land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand. In accordance with ASC 842, for transactions in which the 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 loans and financing receivables, net on the accompanying consolidated balance sheets, net of allowance for credit losses, in accordance with ASC 310.

F-11

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Convertible Notes Receivable

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. On March 5, 2021, the Company sold nine farms to the OZ Fund. On March 31, 2021, the Company sold an additional property to the OZ Fund. As consideration for the 10 farms sold to the OZ Fund, the Company received approximately $19.1 million in cash and approximately $2.4 million in convertible notes receivable (the “OZ Convertible Notes”), resulting in a gain on disposition of assets totaling $2.4 million. The OZ Convertible Notes had an interest rate of 1.35% and an aggregate principal balance of $2.4 million. On July 16, 2021, the Company provided notice to the OZ Fund that it was converting its OZ Convertible Notes, and accrued interest thereon, into membership interests in the OZ Fund, in accordance with the terms of the OZ Convertible Notes. The value of the conversion was $2.4 million and the Company’s membership interests in the OZ Fund were approximately 7.6% upon conversion and increased to 9.97% as of December 31, 2022 after subsequent capital contributions. Please refer to “Note 4—Related Party Transactions.”

Allowance for Credit Losses

A loan is placed on non-accrual status when management determines, after considering economic and business conditions and collection efforts, that the 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 loans are recorded as interest income when the payment is received. The 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 loan receivable and evaluates whether the value of the collateral continues to provide adequate security for the loan. Any uncollectible interest previously accrued is also charged off. As of December 31, 2022, we believe the value of the underlying collateral for each of the loans to be sufficient and in excess of the respective outstanding principal and accrued interest and no loans are currently on non-accrual status.

The Company has elected to use a probability of default (“PD”) and loss given default (“LGD”) method to estimate the allowance for credit losses (“CECL”). 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 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.

The CECL allowance is recorded as a reduction to loans and financing receivables, net on the 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. There were no charge-offs or recoveries for the years ended December 31, 2022 and 2021.

Deferred Offering Costs

Deferred offering costs include incremental direct costs related to regulatory, legal, accounting and professional service costs incurred by the Company in connection with proposed or actual offerings of securities. At the completion of 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 offering is abandoned. The Company incurred $0.1 million and $0.2 million in offering costs during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had $0.06 million and $0.04 million, respectively, in deferred offering costs associated with proposed or completed offerings of securities, net of amortization, remaining on the balance sheet.

Accounts Receivable

F-12

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

that all current expected losses are sufficiently reserved for at each reporting period. The Company considered its current expectations of future economic conditions, including the impact of COVID-19, when estimating its allowance for doubtful accounts. The allowance for doubtful accounts was less than $0.1 million as of December 31, 2022 and 2021. An allowance for doubtful accounts is recorded on the Consolidated 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

The costs of growing crops on farms under direct operations are accumulated until the time of harvest at the lower of cost or net realizable value and are included in inventory in the consolidated balance sheets. Costs are allocated to growing crop or harvested crop, as appropriate. The costs of growing crops incurred by FPI Agribusiness consist primarily of costs related to land preparation, cultivation, irrigation and fertilization. Growing crop inventory is charged to cost of products sold when the related crop is harvested and sold. The cost of goods sold was $6.0 million and $1.5 million for the years ended December 31, 2022 and 2021, respectively.

Harvested crop inventory on farms under direct operations includes costs accumulated both during the growing and harvesting phases and are 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.

General inventory, such as fertilizer, seeds and pesticides, is valued at the lower of cost or net realizable value.

As of December 31, 2022 and 2021, inventory consisted of the following:


(in thousands)	December 31, 2022		December 31, 2021
Harvested crop	$	—	$	164
Growing crop		2,808		2,895
	$	2,808	$	3,059

Equity Method Investments

As partial consideration for certain transactions with the OZ Fund, the Company received the OZ Convertible Notes, which on July 16, 2021, were converted into a 7.6% equity interest upon conversion and increased to 9.97% as of December 31, 2022. As of December 31, 2022 and 2021, the aggregate balance of the Company’s equity method investment in the OZ Fund was approximately $4.2 million and $3.4 million, respectively, including aggregate capital contributions of $1.7 million and $1.0 million through December 31, 2022 and 2021, respectively. 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 $20.0 million.

Under the Fund Agreement, any available cash, after the allowance for the payment of all obligations, operating expenses and capital improvements, is distributed to the members at least annually. For each fiscal year, net income or loss is allocated to the members pro rata in accordance with their percentage interest.

Business Combinations

The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values as of date of acquisition, with any difference recorded as goodwill. Management engages an independent valuation specialist, as applicable, to assist with the determination of fair value of the assets acquired, liabilities assumed, and resulting goodwill, based on recognized business valuation methodologies. If the initial accounting for the business combination is incomplete by the end of the reporting period in which the acquisition occurs, an estimate will be recorded. Subsequent to the acquisition, and not later than one year from the acquisition date, the Company will record any measurement period adjustments to the initial estimate based on new information obtained that would have existed as of the acquisition date. An adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period of the adjustment. Acquisition and due diligence costs that arise as a result of a business combination are expensed as incurred.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

On November 15, 2021, we acquired 100% of the membership interests of Murray Wise Associates, LLC (“MWA”), an agricultural asset management, brokerage and auction company, for total transaction value of $8.1 million, comprised of $5.3 million of consideration paid at closing, net of $2.8 million of closing adjustments. The consideration paid at closing was comprised of $2.2 million in cash and $3.1 million in shares of our common stock. The primary reason for the acquisition was to increase the Company’s breadth of activities in the farmland sector, while adding additional sources of revenue and market insight. As a result of the acquisition, MWA became a wholly owned subsidiary of the TRS. The Company issued an aggregate of 248,734 shares of common stock at a price of $12.61 per share in connection with the closing of the acquisition. The Company has entered into an incentive compensation agreement providing for the issuance of up to $3.0 million in shares of common stock for the benefit of current and prospective MWA employees aside from Murray Wise, who was appointed to our Board of Directors in connection with the closing of the acquisition, the receipt of which is tied to achieving certain profitability and asset-under-management objectives within three years following the closing of the transaction. Stock-based incentive expense related to these awards will be recognized ratably over the same three-year period to which it relates. For the years ended December 31, 2022 and 2021, the Company recorded $0.4 million and $0.0 million, respectively, for these awards. As of December 31, 2022 and 2021, $0.4 million and $0.0 million, respectively, is included in accrued expenses on the accompanying consolidated balance sheets.

The Company recorded goodwill of $2.7 million, trade names and trademarks of $1.9 million, and customer relationships of $0.1 million, as part of the purchase of MWA. Goodwill represents the difference between the purchase consideration and the net assets acquired, including identifiable intangible assets. The factors giving rise to goodwill are primarily related to (a) entry into new lines of business which are complimentary to FPI’s existing business operations, and (b) acquired workforce-in-place, including Murray Wise, who has extensive experience in the industry, and became a member of our Board of Directors in connection with the closing of the transaction, as described above.

The following table presents a summary of the Company's purchase accounting entries:


($ in thousands)
Consideration:
Cash consideration	$	2,161
Stock consideration		3,147
Total consideration	$	5,308

Amounts recognized for fair value of assets acquired and liabilities assumed:
Cash and cash equivalents	$	1,305
Fixed Assets		110
Goodwill		2,706
Intangible assets		1,915
Net Liabilities		(728)
Total Fair Value	$	5,308

Net cash used in the transaction:
Cash used in transaction	$	(2,161)
Cash provided by transaction		1,305
Net cash used in the transaction	$	(856)

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has 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 carrying value of the reporting unit. The fair value is calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future net operating margins, discount rates and future capital requirements. If the fair value of the reporting unit is less than the carrying value, including goodwill, the excess of the book value over the fair value of goodwill is charged to net income as an impairment expense. During the years ended December 31, 2022 and 2021, the Company did not incur any impairment charges related to goodwill.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Amortization of intangible assets with definite lives is calculated using the straight-line method, which is reflective of the 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 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 amortization. Customer relationships are subject to amortization and are amortized over a period of 10 to 12 years. During the years ended December 31, 2022 and 2021, 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 2020, any applicable alternative minimum tax) on its taxable income at regular corporate tax rates. The Company recorded income tax expense totaling $0.2 million and $0.0 million, respectively, for the years ended December 31, 2022 and 2021.

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 $3.2 million and $(2.1) million in taxable income (loss) from the TRS for the years ended December 31, 2022 and 2021, respectively. The Company did not have any deferred tax assets or liabilities for these years.

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, 2022, the Company did not identify any uncertain tax positions. The Company did not identify any uncertain tax positions related to the 2021 open tax 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 any acquisitions that it undertook during the years ended December 31, 2022 and 2021.

Fair Value

The Company 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 ~~years then ended~~asset or liability, either directly or indirectly.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

●

Level 3—Inputs to the valuation methodology are unobservable, supported by ~~location of~~little or no market activity and are significant to the ~~farm:~~

Approximate % of Total Acres

Rental Income

As of December 31,

For the year ended December 31,

Location of Farm

2019

2018

2017


2019

2018

2017

Alabama

0.4
%
0.3
%
0.4
%

0.2
%
0.4
%
0.2
%

Arkansas

9.1
%
8.3
%
9.1
%

4.4
%
4.0
%
4.7
%

California

7.3
%
7.2
%
7.2
%

34.6
%
36.8
%
27.8
%

Colorado

15.5
%
14.9
%
15.1
%

5.4
%
4.4
%
6.4
%

Florida

3.0
%
4.6
%
4.6
%

2.1
%
1.7
%
3.1
%

Georgia

3.4
%
3.3
%
3.3
%

2.1
%
2.1
%
4.0
%

Illinois

24.5
%
24.1
%
25.5
%

24.5
%
24.3
%
28.8
%

Kansas

1.2
%
1.2
%
1.2
%

0.3
%
0.3
%
0.4
%

Louisiana

5.3
%
5.2
%
5.9
%

3.1
%
2.8
%
3.3
%

Michigan

0.3
%
1.4
%
1.4
%

0.8
%
1.7
%
1.6
%

Mississippi

3.1
%
3.0
%
3.1
%

1.7
%
1.7
%
2.0
%

North Carolina

10.5
%
10.3
%
6.9
%

7.4
%
7.1
%
4.3
%

Nebraska

3.8
%
3.7
%
3.7
%

3.3
%
3.0
%
3.6
%

South Carolina

9.5
%
9.4
%
9.1
%

8.2
%
7.9
%
7.7
%

South Dakota

1.0
%
1.0
%
1.1
%

0.8
%
0.7
%
0.6
%

Texas

1.3
%
1.3
%
1.7
%

0.7
%
0.8
%
1.1
%

Virginia

0.8
%
0.8
%
0.7
%

0.4
%
0.4
%
0.4
%

100.0
%
100.0
%
100.0
%

100.0
%
100.0
%
100.0
%

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.

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 shareholders’ equity in the Company’s consolidated balance sheets.

Additionally, the Company assesses whether the derivative used in its hedging transaction is expected to be 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 has ceased to be or is not expected to be highly effective as a hedge, and then reflects changes in fair value of the derivative in earnings after termination of the hedge relationship.

Segment Reporting

Earnings Per Share

Non-controlling Interests

The Company’s non-controlling interests are interests in the Operating Partnership not owned by 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 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

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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 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 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.

Recently Adopted Accounting Standards

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 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.

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.

Note 2—Revenue Recognition

Fixed Rent: The majority of the Company’s leases provide for rent payments on an entirely or partially fixed basis. For the majority of its fixed farm rent leases, the Company receives at least 50% of the annual lease payment from tenants before crops are planted, generally during the first quarter of the year, with the remaining 50% of the lease payment due in the second half of the year generally after the crops are harvested. Rental income is recorded on a straight-line basis over the lease term. The lease term generally considers periods when a tenant: (1) may not terminate its lease obligation early; (2) may terminate its lease obligation early in exchange for a fee or penalty that the Company considers material enough such that termination would not be probable; (3) possesses renewal rights and

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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.

Our 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, 2022 and 2021, the Company had $0.0 million and less than $0.1 million, respectively, in deferred revenue.

The following sets forth a summary of rental income recognized during the years ended December 31, 2022 and 2021:


	Rental income recognized
		For the years ended
		December 31,
(in thousands)		2022			2021
Leases in effect at the beginning of the year		$	36,952	$	38,757
Leases entered into during the year			8,663		6,494
		$	45,615	$	45,251

Future minimum fixed rent payments from tenants under all non-cancelable leases in place as of December 31, 2022, including lease advances when contractually due, but excluding crop share and tenant reimbursement of expenses, for each of the next five years and thereafter as of December 31, 2022 are as follows:


(in thousands)	Future rental
Year Ending December 31,	payments
2023		36,072
2024		25,493
2025		14,424
2026		7,448
2027		5,241
Thereafter		36,973
	$	125,651

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.

Tenant Reimbursements: Certain of the Company’s leases provide for tenants to reimburse the Company for property taxes and other expenses. Tenant reimbursements are recognized on a straight-line basis each year over the applicable term of the lease.

Crop Sales: 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, 2022 and 2021 were $5.4 million and $0.9 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.

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Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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 under direct operations. 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 transaction. 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. Payments received in advance are included in deferred revenue until they are earned over the life of the contract. Interest income is recognized 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 as a component of other revenue in the Company’s Consolidated Statements of Operations for the years ended December 31, 2022 and 2021.

The following table presents other revenue that is disaggregated by revenue source for the years ended December 31, 2022 and 2021:


	For the years ended
	December 31,
(in thousands)	2022			2021
Auction and brokerage fees	$	2,806	$	895
Crop insurance proceeds		2,609		—
Property management income		730		159
Other		814		1,104
	$	6,959	$	2,158

Note 3—Concentration Risk

Credit Risk

For the years ended December 31, 2022 and 2021, 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 may be a material adverse 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)	2022		2021		2022			2021
Tenant A ⁽¹⁾	$	8,291	$	9,436		18.2	%		20.2	%

~~Note 4—Related Party Transactions~~

~~On July 21, 2015, the~~
(1) The Company ~~entered into a lease agreement~~has numerous permanent crop leases with ~~American Agriculture Aviation LLC (“American Ag Aviation”)~~major farming companies located in California.

F-19

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Geographic Risk

The following table summarizes the percentage of approximate total acres owned as of December 31, 2022 and 2021, and the fixed and 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⁾	2022		2021		2022		2021
Corn Belt	28.7	%	27.5	%	34.3	%	28.9	%
Delta and South	19.9	%	20.5	%	12.5	%	8.7	%
High Plains	20.0	%	19.3	%	8.4	%	7.3	%
Southeast	24.4	%	25.4	%	19.2	%	18.3	%
West Coast	7.0	%	7.3	%	25.6	%	36.8	%
	100.0	%	100.0	%	100.0	%	100.0	%

(1)

Due to regional disparities in the use of ~~a private plane. American Ag Aviation is a Colorado limited liability company that is owned 100%~~leases with variable rent and seasonal variations in the recognition of variable rent revenue, regional comparisons by ~~Mr. Pittman, the Company’s CEO. During the~~rental income are more relevant for full years ended December 31, 2019, 2018 and 2017, the Company incurred costs of $0.1 million, $0.1 million and $0.2 million, respectively, from 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, as follows: (i) general and administrative - expensed as general and administrative expenses within the Company’s Consolidated Statements of 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 of Operations. As of December 31, 2019 and 2018 the Company had outstanding payables to American Agriculture Aviation LLC of $0.01 million and $0.00 million, respectively.

~~Note 5—Real Estate~~

~~As of December 31, 2019, the Company owned approximately 158,500 acres.~~

~~During the year ended December 31, 2019, the Company completed two acquisitions which were accounted for as asset acquisitions~~than quarters or partial years.

(2)

Corn Belt includes farms located in Illinois, Indiana, Iowa, Michigan, Missouri and ~~Colorado. Aggregate consideration for these acquisitions totaled $3.3 million~~eastern Nebraska. Delta and ~~was comprised of $1.4 million~~South includes farms located in ~~cash~~Arkansas, Louisiana, Mississippi. High Plains includes farms located in Colorado, Kansas, western Nebraska, and ~~a $1.9 million reduction~~Texas. Southeast includes farms located in ~~notes receivable and related interest to the seller through the acquisition of collateralized property. No intangible assets were acquired through these acquisitions.~~

~~During the year ended December 31, 2019, the Company completed four dispositions consisting of seven farms in Illinois, Michigan,~~Alabama, Florida, ~~and Arkansas. Cash receipts totaled $34.1 million with a total gain on sale of $7.9 million.~~

~~F-22~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~During the year ended December 31, 2018, the Company completed six acquisitions which were accounted for as asset acquisitions in Nebraska,~~Georgia, North Carolina, South Carolina and ~~Illinois. Aggregate consideration for these acquisitions totaled $33.8 million and was comprised of cash. No intangible assets were acquired through these acquisitions.~~

~~Note 6—Notes Receivable~~

In August 2015, the Company introduced an agricultural lending product aimed at farmers as a complement to the Company's business of acquiring and owning farmland and leasing it to farmers (the “FPI Loan Program”). Under the FPI Loan Program, the Company makes loans to third-party farmers (both tenant and non-tenant) to provide financing for working capital requirements and operational farming activities, farming infrastructure projects, and for other farming and agricultural real estate related projects. These loans are secured by farmland, properties related to farming, crops (growing or stored), and/or agricultural equipment, and are typicallyVirginia. West Coast includes farms located in principal amounts of $100,000 or more at fixed interest rates with maturities of up to three 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. Notes receivable 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.

~~As of December 31, 2019 and 2018, the Company held the following notes receivable:~~

($ in thousands)

Principal Outstanding as of

Loan

Payment Terms

December 31, 2019

December 31, 2018

Maturity
Mortgage Note (1)

Principal & interest due at maturity

$
1,804

$
1,840

1/15/2017
Mortgage Note (2)

Principal & interest due at maturity

234

234

12/7/2028
Mortgage Note (2)

Principal due at maturity & interest due monthly

2,145

2,145

3/16/2022
Mortgage Note (3)

Principal & interest due at maturity

-

1,647

12/31/2019
Mortgage Note

Principal & interest due at maturity

-

5,125

8/19/2020
Mortgage Note

Principal & interest due at maturity

62

62

3/1/2020
Line of Credit

Principal & interest due at maturity

369

106

3/1/2020
Total outstanding principal

4,614

11,159

Interest receivable (net prepaid interest)

565

947

Provision for loan receivable

(412)

(229)

Total notes and interest receivable

$
4,767

$
11,877

California.

Note 4—Related Party Transactions

On April 16, 2014, the Company completed its initial public offering (“IPO”). Paul A. Pittman, the Company’s Chairman and Chief Executive Officer, together with his family, contributed properties to the company as part of the formation transactions. A tax protection agreement was implemented at the time of the IPO to assist Mr. Pittman in deferring recognition of taxable gain as a result of the contribution of properties and the formation transactions. In connection with the tax protection agreement, Mr. Pittman maintains a guarantee of $11.0 million in favor of Metropolitan Life Insurance Company (and previously to First Midwest Bank).

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 Paul A. Pittman, the Company’s Chairman and Chief Executive Officer. The private plane is generally utilized when commercial air travel is not readily available or practical to and from a particular location. The Company paid costs of $0.11 million and $0.16 million during the years ended December 31, 2022 and 2021, respectively, 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: (i) general and administrative - expensed as general and administrative expenses within the Company’s consolidated statements of 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 of operations.

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. On March 5, 2021, the Company sold nine farms to the OZ Fund. On March 31, 2021, the Company sold an additional property to the OZ Fund. As consideration for the 10 farms sold to the OZ Fund, the Company received approximately $19.1 million in cash and approximately $2.4 million in convertible notes receivable, resulting in a gain on disposition of assets totaling $2.4 million. On July 16, 2021, these convertible notes were converted into a 7.6% equity interest in the OZ Fund. As of December 31, 2022 and 2021, the Company had a 9.97% and 9.97% interest, respectfully, in the OZ Fund. Under the terms of the long-term management agreement, the Company earns a quarterly management fee equal to (i) 0.2125% times gross book value per quarter of the gross book value under $50 million and (ii) 0.2000% times gross book value per quarter of the gross book value in excess of $50 million and under $100 million and (iii) 0.1875% times gross book value per quarter of gross book value in excess of $100 million. The Company earned management fees of $0.4 million and $0.1 million during the years ended December 31, 2022 and 2021.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Note 5—Real Estate

During the year ended December 31, 2022, the Company completed 17 acquisitions, 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 Ohio leased to Ag Pro under the John Deere brand which are accounted for as financing receivables (refer to See “Note 6—Loans and Financing Receivables”). No intangible assets were acquired through these acquisitions.

During the year ended December 31, 2021, the Company completed 12 acquisitions, consisting of 12 properties, in the Corn Belt, Delta and South, High Plains, Southeast and West Coast regions. Aggregate consideration for these acquisitions totaled $81.2 million of which $28.4 million was paid through the issuance of notes payable. No intangible assets were acquired through these acquisitions.

During the year ended December 31, 2022, the Company 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.

During the year ended December 31, 2021, the Company completed 12 dispositions consisting of 20 properties in the Corn Belt, Delta and South and Southeast regions. The Company received cash consideration for these dispositions totaling $70.6 million and $2.4 million of convertible notes receivable (which was subsequently converted to membership interests in the OZ Fund on July 16, 2021), and recognized an aggregate gain on sale of $9.3 million.

Note 6—Loans and Financing Receivables

The Company offers an agricultural lending product (the “FPI Loan Program”) 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. The Company seeks to make loans that are collateralized by farm real estate or growing crops and in principal amounts of $1.0 million or more at fixed interest rates with maturities of up to six years. The Company expects the borrower to repay the loans in accordance with the 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.

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%.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

As of December 31, 2022 and 2021, the Company held the following loans and financing receivables:


($ in thousands)		Outstanding as of				Maturity
Loan	Terms	December 31, 2022		December 31, 2021		Date
Loans under FPI Loan Program:
Mortgage Note ⁽¹⁾	Principal & interest due at maturity	$	217	$	223	12/7/2028
Mortgage Note ⁽¹⁾	Principal due at maturity & interest due monthly		—		2,135	3/16/2022
Mortgage Note ⁽²⁾	Principal due at maturity & interest due quarterly		—		1,571	6/23/2023
Mortgage Note ⁽³⁾	Principal due at maturity & interest due semi-annually		2,100		2,100	8/18/2023
Mortgage Note ⁽⁴⁾	Principal due at maturity & interest due quarterly		—		—	11/28/2022
Mortgage Note ⁽⁴⁾	Principal due at maturity & interest due quarterly		2,500		—	3/3/2025
Total outstanding principal			4,817		6,029
Sale-leaseback transactions accounted for as financing arrangements:
Financing Receivable, net ⁽⁵⁾	Monthly payments in accordance with lease agreement		5,894		—	11/17/2037
Financing Receivable, net ⁽⁵⁾	Monthly payments in accordance with lease agreement		4,498		—	11/17/2037
Financing Receivable, net ⁽⁵⁾	Monthly payments in accordance with lease agreement		3,561		—	11/17/2037
Financing Receivable, net ⁽⁵⁾	Monthly payments in accordance with lease agreement		3,241		—	11/17/2037
Total financing receivable			17,194		—
Interest receivable (net prepaid interest and points)			2		83
Allowance for credit losses			(92)		—
Provision for interest receivable			—		—
Total Loans and financing receivables, net		$	21,921	$	6,112

(1) In January 2016 the maturity date of the note was extended from January 15, 2016 to January 15, 2017 with the year 1 interest received at the time of the extension and principal and remaining interest due at maturity. On July 28, 2017 the Company notified the borrower of default on the Promissory Note. In December 2019, the Company has begun the process of selling the underlying collateralized property to settle the principal and accrued interest.

~~(2)~~
1) 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 notes ~~include~~included mortgages on two additional properties in Colorado that ~~include~~included repurchase options for the properties at a fixed price that ~~are~~were exercisable by the buyer between the third and fifth anniversary of the issuance of the notes and expired on March 16, 2022 unexercised. Upon expiration of the repurchase options, the properties are no longer accounted for as financing transactions and became owned by the ~~borrower.~~
~~(3)In~~Company. They are included in real estate on the accompanying consolidated balance sheets based on the net unpaid note balances.
2) On July 27, 2021, the Company entered into a loan secured against farmland, which was repaid in full on April ~~2018~~13, 2022.
3) On August 18, 2021, the Company entered into a loan secured against farmland.
4) On March 3, 2022, the Company entered into two loans with the same party secured against farmland.
5) On November 18, 2022, the Company acquired land and buildings for four agriculture equipment dealerships in Ohio, accounted for as financing transactions.

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. The 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 zero expected credit losses on its loans balances as of December 31, 2022 and 2021 and approximately $0.1 million of expected credit losses on its financing receivables as of December 31, 2022. The Company recorded no credit loss expense related to interest receivables during the years ended December 31, 2022 and 2021, respectively.

The following table details the allowance for credit losses as of December 31, 2022:


	December 31, 2022
						Loans and financing	Allowance as a %
($ in thousands)	Amortized Cost		Allowance		receivables, net		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	%

The following chart reflects the roll-forward of the allowance for credit losses for our loans and financing receivables as of December 31, 2022 and 2021:


	Years ended December 31,
($ in thousands)	2022		2021
Balance at beginning of year	$	—	$	—
Initial allowance for financing receivables		(92)		—
Current period change in credit allowance		—		—
Charge-offs		—		—
Recoveries		—		—
Balance at end of year	$	(92)	$	—

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

A reconciliation of the carrying amount of loans receivable and financing receivables for the years ended December 31, 2022 and 2021 is set out below:


	Years ended December 31,
($ in thousands)	2022		2021
Balance at beginning of year	$	6,029	$	2,364
Additions during year:
Issuance of loans and financing receivables		20,781		3,702
Interest accrued on financing receivables		122		—
		26,932		6,066
Deductions during year:
Collections of loans and financing receivables		2,786		37
Expiration of repurchase option		2,135		—
Balance at end of year	$	22,011	$	6,029

The collateral for the mortgage notes receivable consists of real estate, personal property and growing crops.

The fair value of loans and financing receivables 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 loans receivable with comparable terms and credit risk whenever the interest rates on the 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, 2022 and 2021, the fair value of the loans and financing receivables was $19.6 million and $6.0 million, respectively.

Note 7—Mortgage Notes, Lines of Credit and Bonds Payable

As of December 31, 2022 and 2021, the Company had the following indebtedness outstanding:


										Book
		Annual								Value of
($ in thousands)		Interest			Principal					Collateral
		Rate as of			Outstanding as of					as of
	Interest	December 31,	Interest Rate	Next Adjustment	December 31,		December 31,		Maturity	December 31,
Loan	Payment Terms	2022	Terms	Date ⁽¹⁾	2022		2021		Date	2022
Farmer Mac Bond #6	Semi-annual	3.69%	Fixed	N/A	$	13,827	$	13,827	April 2025	$	21,421
Farmer Mac Bond #7	Semi-annual	3.68%	Fixed	N/A		11,160		11,160	April 2025		18,520
Farmer Mac Facility	Monthly	5.82%	SOFR + 1.50%	N/A		75,000		—	December 2025		86,871
MetLife Term Loan #1	Semi-annual	3.30%	Fixed for 3 years	March 2023		72,623		83,206	March 2026		103,478
MetLife Term Loan #2	Semi-annual	3.60%	Fixed for 3 years	N/A ⁽³⁾		—		16,000	March 2026		—
MetLife Term Loan #3	Semi-annual	3.60%	Fixed for 3 years	N/A ⁽³⁾		—		16,800	March 2026		—
MetLife Term Loan #4	Semi-annual	3.30%	Fixed for 3 years	March 2023		9,880		13,017	June 2026		25,698
MetLife Term Loan #5	Semi-annual	3.50%	Fixed for 3 years	January 2023		5,179		6,779	January 2027		10,111
MetLife Term Loan #6	Semi-annual	3.45%	Fixed for 3 years	February 2023		21,726		27,158	February 2027		25,711
MetLife Term Loan #7	Semi-annual	3.20%	Fixed for 3 years	June 2023		15,699		16,198	June 2027		29,618
MetLife Term Loan #8	Semi-annual	4.12%	Fixed for 3 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		33,430
MetLife Term Loan #10	Semi-annual	3.00%	Fixed for 3 years	October 2023		48,985		49,874	October 2030		103,840
MetLife Term Loan #11	Semi-annual	2.85%	Fixed for 3 years	October 2024		12,750		12,750	October 2031		27,085
MetLife Term Loan #12	Semi-annual	3.11%	Fixed for 3 years	December 2024		14,359		14,359	December 2031		28,884
MetLife Facility	Quarterly	5.82%	SOFR + 2.10%	N/A		—		—	October 2027		111,122
Rabobank ⁽²⁾	Semi-annual	5.87%	LIBOR + 1.70%	March 2024 ⁽⁴⁾		59,500		59,500	March 2028		129,191
Rutledge Facility	Quarterly	5.51%	SOFR + 1.95%	February 2023 ⁽⁴⁾		18,000		112,000	March 2027		225,204
Total outstanding principal						439,488		513,428		$	1,090,226
Debt issuance costs						(2,613)		(2,105)
Unamortized premium						—		—
Total mortgage notes and bonds payable, net					$	436,875	$	511,323

MetLife Term Loan #5 repriced to 5.63%, effective January 12, 2023. MetLife #6 repriced to 5.55%, effective February 14, 2023. Metlife Term loans #1 and 4 will reprice to 5.55%, effective March 29, 2023.

The Company has an interest rate onswap agreement with Rabobank for $33.2 million notional of fixed LIBOR at 2.114% until March 2026 (see “Note 10—Hedge Accounting”).

MetLife Term Loan #2 and MetLife Term Loan #3 were paid off during the ~~note was increased from 6.50% to 7.50% and a loan fee of 1.0% was initiated~~year ended December 31, 2022.

The adjustment date included in the table above is for the ~~period ended March 31, 2019. Note was paid down through the acquisition of collateralized property in December 2019~~

spread noted under “Interest Rate Terms”.

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Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Farmer Mac Debt

As of December 31, 2022 and 2021, the Operating Partnership had approximately $100.0 and $25.0 million, respectively, outstanding with Farmer Mac and $0.0 million remains available under the Farmer Mac Facility. The Farmer Mac debt is secured by loans which will, in turn, be secured by first-lien mortgages on agricultural real estate owned by the Operating Partnership. The Farmer Mac Facility bears interest of one-month term SOFR + 1.50% on drawn amounts and an unused commitment fee of 0.20%. In connection with the agreements, the Company entered into a guaranty agreement whereby the Company agreed to guarantee the full performance of the Operating Partnership’s duties and obligations under the Farmer Mac Facility. The Farmer Mac debt is subject to the Company’s ongoing compliance with a number of customary affirmative and negative covenants, as well as a maximum leverage ratio of not more than 60%. The Company was in compliance with all applicable covenants at December 31, 2022. In addition, under the agreement, the Operating Partnership may request that Farmer Mac purchase additional bonds up to an additional $200.0 million, which Farmer Mac may approve at its sole discretion.

MetLife Term Debt

As of December 31, 2022 and 2021, the Company had $262.0 million and $316.9 million outstanding, respectively, under credit agreements between certain of the Company’s subsidiaries and Metropolitan Life Insurance Company (“MetLife”) (together, the “MetLife loan agreements”). Each of the MetLife 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%.

As of December 31, 2022, $75.0 million remains available under the Metlife Facility and the Company was in compliance with all covenants under the MetLife credit agreements and MetLife guarantees. Paul A. Pittman, the Company’s Chairman and Chief Executive Officer, maintains a guarantee of $11.0 million in favor of MetLife, which is associated with the tax protection agreement in place at the time of the initial public offering. Mr. Pittman and his family contributed properties to the company as part of the formation transactions. The tax protection agreement and related guarantee were intended to assist in deferring the recognition of taxable gain as a result of the formation transactions.

On each adjustment date for MetLife Term Loan #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%. The Company may make a prepayment equal to the unpaid principal balance, at the time of rate adjustment, for each of the MetLife loans.

Rabobank Mortgage Note

As of December 31, 2022 and 2021, the Company and the Operating Partnership had $59.5 million and $59.5 million outstanding, respectively, under the Rabobank mortgage note. The Company was in compliance with all covenants under the Rabobank mortgage note as of December 31, 2022.

Rutledge Facility

As of December 31, 2022 and 2021, the Company and the Operating Partnership had $18.0 million and $112.0 million, respectively, outstanding under a credit agreement with Rutledge Investment Company (“Rutledge”) referred to as the Rutledge Facility. As of December 31, 2022, $94.0 million remains 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. 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

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Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Rutledge agreement (the “Rutledge guarantees”). The Rutledge guarantees contain a number of customary affirmative and negative covenants.

LIBOR

As of December 31, 2022, the Company’s only indebtedness with maturity beyond 2023 that has exposure to LIBOR was the Rabobank Mortgage Note, which the Company is in process of converting to a SOFR-based instrument.

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 $1.2 million and $1.7 million as of December 31, 2022 and 2021, respectively.

Aggregate Maturities

As of December 31, 2022, aggregate maturities of long-term debt for the succeeding years are as follows:


($ in thousands)
Year Ending December 31,	Future Maturities
2023	$	—
2024		2,100
2025		102,087
2026		84,603
2027		62,704
Thereafter		187,994
	$	439,488

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, 2022 and 2021, the fair value of the mortgage notes payable was $405.0 million and $522.7 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 other than as discussed below.

The Company has six leases in place for office space with monthly payments ranging between $750 and $13,377 per month and lease terms expiring between September 2023 and October 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 6.30%, 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, 2022 and 2021 was $0.24 million and $0.15 million, respectively.

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Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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
2023	$	205
2024		84
2025		54
2026		—
2027		—
Thereafter		—
Total lease payments		343
Less: imputed interest		(18)
Lease liability	$	325

Litigation

Summary of litigation matters previously resolved:

●

The Brokop Class Action: On April 6, 2022, the Court issued an order granting the Company’s motion for summary judgment in full, and on April 7, 2022, the Court entered a final judgment dismissing Brokop’s claims with prejudice. That judgment became final on May 6, 2022, when the period for Brokop to appeal the judgment expired.

●

The Winter Derivative Action: In light of the judgment dismissing the Brokop Class Action, the parties stipulated to the dismissal of the Winter Derivative Action, and the court entered a dismissal order on May 9, 2022.

●

The Luger Derivative Action: The parties filed a joint notice of voluntary dismissal of the appeal in the Luger Action on May 11, 2022, and the court ordered dismissal of the case on May 18, 2022.

Sabrepoint Update:

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 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 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, and is confident that the order will be overturned and the litigation will be allowed to proceed. 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. The parties have briefed the narrowed appeal before the Texas Court of Appeals and oral argument was conducted on November 30, 2022.

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 appreciation factor over the original purchase price plus the value of 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, 2022, the Company has an approximate aggregate net book value of $8.2 million related to assets with unexercised repurchase options, and $15.8 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. The Company received a non-refundable initial payment of $2.9 million upon exercise, plus additional payments totaling $0.5 million as of December 31, 2022. The Company is

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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.

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 Company under revised Farmland Partners Operating Partnership, LP 401(k) Plan (the “FPI 401(k) Plan”). The FPI 401(k) Plan is a defined contribution plan for substantially all employees. The Company has elected a “safe harbor” plan in which the Company plans to make contributions which are determined and authorized by the Board of Directors each plan year. As is customary, the Company retains the right to amend the FPI 401(k) Plan at its discretion. The Company has safe harbor contributions of $0.2 million and for the year ended December 31, 2022.

Note 9—Stockholders’ Equity and Non-controlling Interests

Non-controlling Interest in Operating Partnership

FPI consolidates the Operating Partnership. As of December 31, 2022 and 2021, FPI owned 97.8% and 97.0% of the outstanding interests, respectively, in the Operating Partnership, and the remaining 2.2% and 3.0% interests, respectively, are held in the form of Common units and comprise non-controlling interests in the Operating Partnership on the consolidated balance sheets. The non-controlling interests in the Operating Partnership are considered to be both the Common units and the Series A preferred units.

Common Units in Operating Partnership, OP Units

On or after 12 months of becoming a holder of 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 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 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). Any redemption request must be satisfied by the Company on or before the close of business on the tenth business day after the Company receives a notice of redemption. During the years ended December 31, 2022 and 2021, the Company issued 120,000 and 281,453, respectively, of shares of common stock upon redemption of 120,000 and 281,453, respectively, of Common units that had been tendered for redemption. There were approximately 1.2 million and 1.4 million outstanding Common units eligible to be tendered for redemption as of December 31, 2022 and 2021, 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 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.

The Operating Partnership intends to continue to make distributions on each Common unit in the same amount as those paid on each share of FPI’s common stock, with the distributions on the Common units held by FPI being utilized to pay dividends to FPI’s common stockholders.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

increase to the non-controlling interest in the Operating Partnership by $0.8 million and $0.9 million during the years ended December 31, 2022 and 2021, respectively, with the corresponding offsets to additional paid-in capital.

Redeemable Non-Controlling Interests in Operating Partnership, Series A 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. 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 the Operating Partnership, preferred units on the balance sheet with the offset recorded to retained earnings. On March 2, 2016, 117,000 Series A preferred units were issued as partial consideration in the acquisition 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. 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. 107,000 Series A preferred units were outstanding as of December 31, 2022 following such redemptions. Total liquidation value of such preferred units as of December 31, 2022 and 2021 was $110.2 million and $120.5 million, respectively, including accrued distributions.

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 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.

On or after February 10, 2021, 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 are accounted for as mezzanine equity on the consolidated balance 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.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

The following table summarizes the changes in our redeemable non-controlling interest in the Operating Partnership for the years ended December 31, 2022 and 2021:


	Series A Preferred Units
	Redeemable	Redeemable
	Preferred	non-controlling
(in thousands)	units	interests
Balance at December 31, 2020	117	$	120,510
Distribution paid to non-controlling interest	—		(3,510)
Accrued distributions to non-controlling interest	—		3,510
Balance at December 31, 2021	117	$	120,510

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

Series B Participating Preferred Stock

On August 17, 2017, the Company 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.

The shares of Series B Participating Preferred Stock were accounted for as mezzanine equity on the consolidated balance sheet, as the Series B Participating Preferred Stock was convertible and redeemable for common shares at a determinable price and date at the option of the Company and upon the occurrence of an event not solely within the control of the Company.

On October 4, 2021, the Company converted all 5,806,797 shares of the outstanding Series B Participating Preferred Stock into shares of common stock. Each share of Series B Participating Preferred Stock was converted into 2.0871798 shares of common stock, or 12,119,829 shares of common stock in total, less any fractional shares. Holders of the Series B Participating Preferred Stock received cash in lieu of fractional shares.

Distributions

The Company’s Board of Directors declared and paid the following distributions to common stockholders and holders of Common units for the years ended December 31, 2022 and 2021:


Fiscal Year	Declaration Date	Record Date	Payment Date	Distributions per Common Share/OP unit
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

2021	November 3, 2020	January 1, 2021	January 15, 2021	$	0.0500
	February 11, 2021	April 1, 2021	April 15, 2021	$	0.0500
	May 7, 2021	July 1, 2021	July 15, 2021	$	0.0500
	August 4, 2021	October 1, 2021	October 15, 2021	$	0.0500
				$	0.2000

Additionally, in connection with the 3.00% cumulative preferential distribution on the Series A preferred units, the Company has accrued $3.2 million in distributions payable as of December 31, 2022. The distributions are payable annually in arrears on January 15 of each year.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Share Repurchase Program

On March 15, 2017, the Company’s Board of Directors approved a program to repurchase up to $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. 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. This share repurchase program does not obligate the Company to acquire any particular amount of common stock and may be modified or suspended at any time at the Company’s discretion. The Company funds repurchases under the program using cash on its balance sheet.

During the year ended December 31, 2022, the Company repurchased no shares of its common stock. As of December 31, 2022, the Company had approximately $40.5 million of capacity under the stock repurchase plan.

Equity Incentive Plan

On May 7, 2021, the Company’s stockholders approved the 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 1.9 million shares. As of December 31, 2022, there were 0.6 million 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 awards, including LTIP units, which are convertible on a one-for-one basis into Common units. The terms of each grant are determined by the compensation committee of the Board of Directors.

From time to time, the Company 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 on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures. The Company recognizes compensation expense for awards issued to non-employee consultants in the same period and in the same manner as if the Company paid cash for the underlying services.

A summary of the non-vested restricted shares as of December 31, 2022 and 2021 is as follows:


		Weighted
	Number of	average grant
(shares in thousands)	shares	date fair value
Unvested at December 31, 2020	316	$	6.46
Granted	143		11.72
Vested	(162)		6.68
Forfeited	—		—
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

F-30

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

The Company recognized stock-based compensation and incentive expense related to restricted stock awards of $2.0 million and $1.3 million, for the years ended December 31, 2022 and 2021, respectively. As described in “Note 1—Organization and Significant Accounting Policies—Business Combinations”, the Company recognized $0.4 million and $0.0 million during the years ended December 31, 2022 and 2021, respectively, related to stock-based incentive expense in connection with the MWA acquisition, which are included in the amounts above. As of December 31, 2022 and 2021, there were $1.7 million and $1.6 million, respectively, of total unrecognized compensation costs related to nonvested stock awards, which are expected to be recognized over a weighted-average period of 1.6 years.

At-the-Market Offering Program (the “ATM Program”)

On October 29, 2021, 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 $75.0 million (the “$75.0 million ATM Program��). In connection with its entry into these distribution agreements, the Company terminated the equity distribution agreements, each dated as of May 14, 2021, for its prior 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 “$100.0 million ATM Program”). During the year ended December 31, 2022, the Company sold 5,282,647 shares and generated $73.2 million in gross proceeds and $72.4 million in net proceeds under the $75.0 million ATM Program and sold 3,312,293 shares and generated $49.5 million in gross proceeds and $48.9 million in net proceeds under the $100.0 million ATM Program for totals of 8,594,940 shares and $122.7 million and $121.3 million in gross and net proceeds, respectively.

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)	2022		2021
Numerator:
Net income attributable to Farmland Partners Inc.	$	11,674	$	9,991
Less: Nonforfeitable distributions allocated to unvested restricted shares		(63)		(57)
Less: Distributions on redeemable non-controlling interests in Operating Partnership, preferred		(3,210)		(10,052)
Less: Dividends on Series B Participating Preferred Stock		—		(5,716)
Net income (loss) attributable to common stockholders	$	8,401	$	(5,834)

Denominator:
Weighted-average number of common shares - basic		50,953		34,641
Conversion of preferred units ⁽¹⁾		—		—
Unvested restricted shares ⁽¹⁾		—		—
Redeemable non-controlling interest ⁽¹⁾		—		—
Weighted-average number of common shares - diluted		50,953		34,641

Income (loss) per share attributable to common stockholders - basic	$	0.16	$	(0.17)
Income (loss) per share attributable to common stockholders - diluted	$	0.16	$	(0.17)

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~A reconciliation of the carrying amount of mortgage loans~~
(1) Anti-dilutive for the years ended December 31, ~~2019, 2018~~2022 and ~~2017~~2021.

Numerator:

Unvested shares of the Company’s restricted common stock are considered participating securities, which requires the use of the two-class method for the computation of basic and diluted earnings per share. Unvested share-based payment awards that contain non-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 subtracted, as applicable, from net income or loss attributable to common stockholders utilized in the basic and diluted earnings per share calculations.

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Distributions on preferred interests in the Operating Partnership have been subtracted from net income or loss attributable to common stockholders.

Denominator:

Any anti-dilutive shares have been excluded from the diluted earnings per share 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 years ended December 31, 2022 and 2021, these shares were not included in the diluted earnings per share calculation as they would be anti-dilutive. The outstanding shares of Series B Participating Preferred Stock 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 years ended December 31, 2022 and 2021, these shares were not included in the diluted earnings per share calculation as they would be anti-dilutive.

For the years ended December 31, 2022 and 2021, diluted weighted average common shares do not include the impact of 0.3 million and 0.5 million, respectively, unvested compensation-related shares 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 1.3 million and 1.5 million for the years ended December 31, 2022 and 2021, respectively.

Outstanding Equity Awards and Units

The following equity awards and units were outstanding as of December 31, 2022 and 2021, respectively.


	For the years ended
	December 31,
	2022		2021
Shares		54,058		45,177
Common Units		1,237		1,357
Redeemable Common Units		—		—
Unvested Restricted Stock Awards		260		297
		55,555		46,831

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, 2022, 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 shareholders’ 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

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Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

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 is amortizing the de-designated swap over the original term utilizing a forward curve analysis of determining monthly amortization out of Other Comprehensive Income through the original termination date (March 1, 2023). Amortization for the years ended December 31, 2022 and 2021 was $0.6 million and $1.0 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 year ended December 31, 2022 were $0.4 million.

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 remains highly effective as of December 31, 2022.

As of December 31, 2022, 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	$	2,084

The effect of derivative instruments on the consolidated statements of operations for the years ended December 31, 2022 and 2021 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, 2022 and 2021, the amount of noncash loss recognized in net income was $2.1 million and $1.6 million, respectively. The net change associated with current period hedging transactions was $3.0 million and $2.7 million for the years ended December 31, 2022 and 2021, respectively. The amortization of frozen Accumulated Other Comprehensive Income was $0.6 million and $1.0 million for the years ended December 31, 2022 and 2021, 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, 2022. 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, 2022 and 2021:


($ in thousands)	December 31, 2022		December 31, 2021
Beginning accumulated derivative instrument gain or loss	$	279	$	(2,380)
Net change associated with current period hedging transactions		2,433		1,676
Amortization of frozen AOCI on de-designated hedge		594		983
Difference between a change in fair value of excluded components		—		—
Closing accumulated derivative instrument gain or loss	$	3,306	$	279

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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 Year Ended
($ in thousands)	December 31, 2022
United States	$	3,212
International		—
Total	$	3,212

The federal and state income tax provision (benefit) is summarized as follows:


	For the Year Ended
($ in thousands)	December 31, 2022
Current:
Federal	$	189
State		43
Other		—
Total Current Tax Expense	$	232
Deferred:
Federal		(5)
Total Tax Expense	$	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, 2022 are as follows:


($ in thousands)	December 31, 2022
Deferred tax assets:
Net operating loss	$	434
Realized capital losses		76
Total deferred tax assets		510
Deferred tax liabilities:
Fixed assets	$	(18)
Intangible Assets		(32)
Total deferred tax liabilities	$	(50)
Valuation Allowance		(480)
Net deferred taxes	$	(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 decreased by $0.6 million during the year ended December 31, 2022. 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. Prior year amounts are not material.

Net operating losses and tax credit carryforwards as of December 31, 2022 are as follows:


($ in thousands)	December 31, 2022		Expiration Year
Net operating losses, federal (Post-December 31, 2017)	$	2,068		Does not expire
Net operating losses, state	$	—		Various

F-34

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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:

Years ended December 31,

2019

2018

2017
($ in thousands)

Balance at beginning of year

$
11,159

$
9,350

$
2,780
Additions during year:

New mortgage loans and additional advances on existing loans

1,781

6,662

7,372
Interest income added to principal

-

-

-
Amortization of discount

-

-

-

12,940

16,012

10,152
Deductions during year:

Collection of principal

8,285

4,853

802
Foreclosure

41

-

-
Balance at end of year

$
4,614

$
11,159

$
9,350

~~The collateral~~

December 31, 2022

Statutory Rate

21.00

State Tax

3.43

Valuation Allowance

(18.13)

Total

6.30

Note 12—Quarterly Financial Information (unaudited)

The following table reflects the quarterly results of operations for the years ended December 31, 2022 and 2021.


	Quarter Ended
($ in thousands except per share data)	March 31, 2022		June 30, 2022		September 30, 2022		December 31, 2022
Operating revenues	$	13,890	$	12,357	$	13,140	$	21,823
Operating expenses ⁽¹⁾		9,570		8,902		8,415		9,349
Other expenses ⁽²⁾		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 ⁽³⁾	$	0.00	$	0.04	$	0.01	$	0.11
Diluted net income (loss) per share available to common stockholders ⁽³⁾	$	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
	March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021
Operating revenues	$	11,575	$	10,013	$	10,105	$	20,046
Operating expenses ⁽¹⁾		8,477		9,058		8,671		8,720
Other expenses ⁽²⁾		621		3,820		4,103		(1,990)
Net income (loss) before income tax expense		2,477		(2,865)		(2,669)		13,316
Income tax expense		—		—		—		—
Net income (loss)	$	2,477	$	(2,865)	$	(2,669)	$	13,316
Net income (loss) available to common stockholders of Farmland Partners Inc.	$	(718)	$	(5,804)	$	(5,623)	$	6,311

Basic net income (loss) per share available to common stockholders ⁽³⁾	$	(0.02)	$	(0.19)	$	(0.17)	$	0.14
Diluted net income (loss) per share available to common stockholders ⁽³⁾	$	(0.02)	$	(0.19)	$	(0.17)	$	0.12
Basic weighted average common shares outstanding		30,418		31,072		32,551		44,391
Diluted weighted average common shares outstanding		30,418		31,072		32,551		54,520

(1)

Operating expenses 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.

~~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 fair value of notes receivable 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 mortgage notes receivable with comparable terms and credit risk whenever the interest rates on the notes receivable are deemed not to be at market rates. As of Decemberquarters ended March 31, ~~2019 and 2018, the fair value of the notes receivable was $4.6 million and $11.7 million, respectively.~~

~~F-24~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~Note 7—Mortgage Notes, Lines of Credit and Bonds Payable~~

~~As of December 31, 2019 and 2018, the Company had the following indebtedness outstanding:~~

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

2019

2019

2018

Maturity

2019

2018
Farmer Mac Bond #6

Semi-annual interest only

3.69%

3.69%

13,827

14,915

April 2025

$
21,441

$
22,076
Farmer Mac Bond #7

Semi-annual interest only

3.68%

3.68%

11,160

11,160

April 2025

18,570

18,561
Farmer Mac Bond #8A

Semi-annual interest only

3.20%

3.20%

41,700

41,700

June 2020

74,310

80,989
Farmer Mac Bond #9

Semi-annual interest only

3.35%

3.35%

6,600

6,600

July 2020

7,940

7,828
MetLife Term Loan #1 (1)

Semi-annual interest only

3.48% adjusted every three years

3.48%

87,942

89,913

March 2026

195,615

199,584
MetLife Term Loan #2

Semi-annual interest only

4.27% adjusted every three years

4.27%

16,000

16,000

March 2026

32,199

32,189
MetLife Term Loan #3

Semi-annual interest only

4.27% adjusted every three years

4.27%

21,000

21,000

March 2026

27,817

27,525
MetLife Term Loan #4 (1)

Semi-annual interest only

3.48% adjusted every three years

3.48%

15,685

15,685

June 2026

31,266

31,124
MetLife Term Loan #5

Semi-annual interest only

3.26% adjusted every three years

3.26%

8,379

8,379

January 2027

14,281

13,964
MetLife Term Loan #6

Semi-annual interest only

3.21% adjusted every three years

3.21%

27,158

27,158

February 2027

58,087

58,058
MetLife Term Loan #7

Semi-annual interest only

3.45% adjusted every three years

3.45%

17,153

21,253

June 2027

39,126

48,963
MetLife Term Loan #8

Semi-annual interest only

4.12% fixed until 2027

4.12%

44,000

44,000

December 2042

110,042

110,042
MetLife Term Loan #9

Semi-annual interest only

4.19% adjusted every three years

4.19%

21,000

21,000

May 2028

41,223

40,981
Farm Credit of Central Florida

(2)

LIBOR + 2.6875% adjusted monthly

4.44%

4,890

5,060

September 2023

14,745

13,263
Prudential

(3)

3.20%

3.20%

-

5,144

July 2019

—

10,583
Rabobank

Semi-annual interest only

LIBOR + 1.70% adjustable every three years

3.39%

64,358

64,359

March 2028

135,432

134,901
Rutledge Note Payable #1

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

3.44%

17,000

17,000

January 2022

29,820

29,576
Rutledge Note Payable #2

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

3.44%

25,000

25,000

January 2022

39,468

39,749
Rutledge Note Payable #3

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

3.44%

25,000

25,000

January 2022

45,764

58,006
Rutledge Note Payable #4

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

3.44%

15,000

15,000

January 2022

29,170

29,170
Rutledge Note Payable #5

Quarterly interest only

3 month LIBOR + 1.3% adjusted quarterly

3.44%

30,000

30,000

January 2022

85,287

85,707
Total outstanding principal

512,852

525,326

$
1,051,603

$
1,092,841
Debt issuance costs

(1,449)

(1,685)

Unamortized premium

-

-

Total mortgage notes and bonds payable, net

$
511,403

$
523,641

~~(1)~~

During the year ended December 31, 2017 the Company converted the interest rate on Metlife Term Loans 1 and 4 from variable to fixed rates for a term of three years. Once the term expires the new rate will be determined based on the loan agreements.

~~(2)~~

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.

~~(3)~~

Loan was repaid in full on June 28, 2019 and was 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 Bonds~~

~~As of December 31, 2019~~2022, June 30, 2022, September 30, 2022 and December 31, ~~2018,~~2022 included $0.8 million, $0.3 million, $0.1 million, $0.1 million, respectively, related to litigation. Operating expenses for the ~~Company and the Operating Partnership had $73.3 million and $74.4~~ million outstanding, respectively, under the Farmer Mac bonds. The Farmer Mac bonds are subject to the Company’s ongoing compliance with a number of customary affirmative and negative covenants, as well as financial

~~F-25~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

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 Decemberquarters ended March 31, ~~2019.~~

~~MetLife Term Loans~~

~~As of December 31, 2019~~2021, June 30, 2021, September 30, 2021 and December 31, ~~2018,~~2021 included $2.5 million, $2.7 million, $2.2 million, $1.4 million, respectively, related to litigation.

(2)

Other expenses for the ~~Company~~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. Other expenses for the ~~Operating Partnership had $258.3~~quarters ended March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021 included $3.4 million, $0.1 million, ($0.1) million, $5.9 million, respectively, related to gain (loss) on disposition of assets.

(3)	The basic and $~~264.4~~diluted net (loss) income for the quarters do not equal full year results due to issuance of common stock throughout the year and rounding.

Note 13—Subsequent Events

We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the day the financial statements were issued.

F-35

Table of Contents

Farmland Partners Inc.

Notes to Consolidated Financial Statements (continued)

Dividends

On February 21, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.06 per share of common stock and Common unit payable on April 17, 2023 to stockholders and unitholders of record as of April 3, 2023.

Debt Interest Rate Resets

As of December 31, 2022, $262.0 million of our outstanding indebtedness was subject to interest rates that reset from time to time (excluding our floating rate debt), of which $174.1 million was subject to interest rates that reset in 2023. Subsequent to December 31, 2022, the Company reset rates on $109.4 million: MetLife Term Loan #5 repriced to 5.63%, effective January 12, 2023; MetLife #6 repriced to 5.55%, effective February 14, 2023 and Metlife Term loans #1 and 4 will reprice to 5.55%, effective March 29, 2023.

Real Estate Acquisitions

Subsequent to December 31, 2022, the Company completed one farm acquisition in the Corn Belt region. Aggregate consideration for the acquisition totaled $0.1 million.

Real Estate Dispositions

Subsequent to December 31, 2022, the Company completed one partial farm disposition in the Delta and South region for $3.5 million in aggregate consideration.

Rutledge Facility Borrowing

Subsequent to December 31, 2022, the Company borrowed an additional $4.0 million against the Rutledge Facility.

F-36

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

($ 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
California		44,994	—	44,994	—	—	—	44,994	—	44,994	—		2017		—
North Carolina	(l)	41,906	—	41,906	582	5	587	42,488	5	42,493	1	2018	2015		40
California		33,482	—	33,482	—	—	—	33,482	—	33,482	—		2017		—
Illinois		29,627	431	30,058	50	2,202	2,252	29,677	2,633	32,310	487	2017, 2018	2017		24
California		31,567	—	31,567	—	—	—	31,567	—	31,567	—		2017		—
California	(q)	19,925	11,521	31,446	—	(1,614)	(1,614)	19,925	9,907	29,832	4,305	2017	2017		16
Louisiana	(m)	26,762	128	26,890	—	195	195	26,762	323	27,085	30	2022	2021		6
Illinois		22,937	1,484	24,421	(11)	1,302	1,291	22,926	2,786	25,712	475	2017, 2018, 2019	2017		26
Louisiana	(n)	24,754	390	25,144	—	—	—	24,754	390	25,144	32		2021		13
South Carolina	(p)	12,057	1,474	13,531	53	5,983	6,036	12,110	7,457	19,567	1,519	2014, 2017, 2018, 2019, 2021	2014		25
California	(q)	7,647	11,518	19,165	—	17	17	7,647	11,535	19,182	2,496	2017, 2018, 2020, 2021	2017		26
California	(q)	9,998	8,116	18,114	—	(115)	(115)	9,998	8,001	17,999	3,148	2017	2017		14
California	(q)	10,947	6,878	17,825	(12)	32	20	10,935	6,910	17,845	2,078	2017, 2021	2017		26
North Carolina		17,627	—	17,627	—	—	—	17,627	—	17,627	—		2018		—
South Carolina		14,866	906	15,772	—	228	228	14,866	1,134	16,000	214	2017, 2018	2017		27
Florida	(l)	9,295	202	9,497	3,433	2,531	5,964	12,728	2,733	15,461	310	2016, 2017, 2019, 2020, 2021	2016		37
California	(q)	11,888	3,398	15,286	—	(220)	(220)	11,888	3,178	15,066	1,259	2017	2017		19
California	(q)	8,326	6,075	14,401	—	1	1	8,326	6,076	14,402	1,281	2017, 2018, 2019	2017		26
California	(q)	9,043	4,546	13,589	—	306	306	9,043	4,852	13,895	1,655	2017, 2018, 2020, 2021	2017		18
Texas		5,773	6,338	12,111	—	—	—	5,773	6,338	12,111	37	2022	2022		11
Nebraska	(d)	11,325	309	11,634	—	—	—	11,325	309	11,634	34	2022	2022		6
California	(q)	10,167	2,902	13,069	—	(1,636)	(1,636)	10,167	1,266	11,433	541	2017	2017		16
Colorado	(p)	10,716	70	10,786	—	—	—	10,716	70	10,786	15	2014	2014		39
California	(q)	7,492	2,889	10,381	—	299	299	7,492	3,188	10,680	1,155	2017, 2019	2017		18
California	(q)	9,534	263	9,797	—	(29)	(29)	9,534	234	9,768	117	2017	2017		16
California	(q)	6,191	2,772	8,963	—	(94)	(94)	6,191	2,678	8,869	880	2017	2017		14
Florida	(q)	2,674	3,565	6,239	—	2,268	2,268	2,674	5,833	8,507	1,160	2017, 2020, 2021	2017		21
South Carolina	(l)	7,919	133	8,052	(15)	100	85	7,904	233	8,137	34	2015, 2017, 2020	2015		24
Illinois		9,689	420	10,109	(2,329)	(258)	(2,587)	7,360	162	7,522	56	2016, 2017, 2018	2016		22
California	(q)	4,710	3,317	8,027	—	(508)	(508)	4,710	2,809	7,519	610	2017	2017		30
Arkansas	(p)	6,914	287	7,201	16	105	121	6,930	392	7,322	110	2014, 2017, 2018, 2022	2014		24
North Carolina	(l)	7,239	—	7,239	(16)	—	(16)	7,223	—	7,223	—		2015		—
Florida	(q)	6,402	593	6,995	—	128	128	6,402	721	7,123	194	2017, 2019	2017		18
South Carolina	(p)	4,679	25	4,704	4	2,375	2,379	4,683	2,400	7,083	679	2020, 2017, 2016, 2015, 2021	2014		30
Mississippi	(p)	6,654	133	6,787	—	3	3	6,654	136	6,790	44	2014, 2015	2014		25
Illinois		6,086	—	6,086	11	450	461	6,097	450	6,547	56	2018	2016		40
Missouri		6,493	15	6,508	—	—	—	6,493	15	6,508	2		2021		15
Illinois		6,418	—	6,418	11	—	11	6,429	—	6,429	—		2016		—
Arkansas		5,924	244	6,168	—	—	—	5,924	244	6,168	93	2015	2015		21
Illinois		5,493	—	5,493	9	338	347	5,502	338	5,840	212	2017	2016		10
California		5,442	390	5,832	4	(30)	(26)	5,446	360	5,806	51		2021		11
North Carolina	(l)	5,750	—	5,750	4	—	4	5,754	—	5,754	—		2015		—
Colorado		792	4,731	5,523	1	174	175	793	4,905	5,698	501	2016, 2017, 2019, 2021, 2022	2016		21
Arkansas	(q)	5,532	101	5,633	15	41	56	5,547	142	5,689	59	2017, 2019, 2020	2017		15
Colorado	(d)	5,455	147	5,602	(2,067)	2,068	1	3,388	2,215	5,603	177		2021		7
Illinois		5,453	105	5,558	10	7	17	5,463	112	5,575	28	2016	2016		23
Colorado		4,156	1,280	5,436	—	(3)	(3)	4,156	1,277	5,433	305	2017	2017		26
Louisiana	(p)	5,100	52	5,152	—	224	224	5,100	276	5,376	101	2017, 2016, 2015, 2021, 2022	2014		17
Arkansas		5,169	185	5,354	—	—	—	5,169	185	5,354	84	2017	2017		15
Illinois		4,920	4	4,924	8	148	156	4,928	152	5,080	17	2017	2016		50
Illinois	(d)	4,819	20	4,839	—	—	—	4,819	20	4,839	2	2022	2022		5
Arkansas	(p)	4,536	50	4,586	27	81	108	4,563	131	4,694	46	2014, 2017	2014		17
Illinois	(q)	4,575	—	4,575	—	—	—	4,575	—	4,575	—		2017		—
South Carolina	(p)	2,235	—	2,235	661	1,651	2,312	2,896	1,651	4,547	419	2020, 2017, 2016, 2015, 2021, 2022	2014		26
Illinois		4,522	4	4,526	8	—	8	4,530	4	4,534	3	2016	2016		10

F-37

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation (continued)

December 31, 2022

($ 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		4,350	—	4,350	8	—	8	4,358	—	4,358	—		2016		—
Georgia	(q)	3,574	2,922	6,496	—	(2,229)	(2,229)	3,574	693	4,267	192	2017, 2019	2017		17
North Carolina	(l)	4,242	—	4,242	4	—	4	4,246	—	4,246	—		2015		—
California		2,461	1,974	4,435	—	(222)	(222)	2,461	1,752	4,213	289	2017	2017		25
Colorado	(p)	3,566	359	3,925	—	94	94	3,566	453	4,019	124	2014, 2017, 2018, 2021	2014		21
Illinois		3,821	—	3,821	(2)	—	(2)	3,819	—	3,819	—		2016		—
Louisiana	(n)	3,612	20	3,632	—	107	107	3,612	127	3,739	3	2022	2021		17
Georgia		3,306	368	3,674	—	23	23	3,306	391	3,697	118	2015, 2016, 2017, 2018, 2021	2015		23
Illinois		2,981	—	2,981	—	634	634	2,981	634	3,615	271		2014		38
Alabama	(q)	1,719	1,883	3,602	—	(10)	(10)	1,719	1,873	3,592	493	2017	2017		19
Mississippi	(b)	3,471	41	3,512	—	63	63	3,471	104	3,575	22	2015, 2017	2015		35
Illinois		3,541	—	3,541	6	—	6	3,547	—	3,547	—		2016		—
Illinois		1,290	—	1,290	—	2,199	2,199	1,290	2,199	3,489	666	2017, 2015, 2011	2007		38
Illinois		3,470	—	3,470	6	4	10	3,476	4	3,480	2	2016	2016		12
Illinois	(d)	3,401	16	3,417	—	—	—	3,401	16	3,417	1	2022	2022		10
Nebraska	(p)	1,881	55	1,936	1	1,422	1,423	1,882	1,477	3,359	511	2017, 2015, 2012	2012		35
Illinois		2,997	68	3,065	5	253	258	3,002	321	3,323	196	2018, 2016	2016		16
Illinois		3,212	—	3,212	6	95	101	3,218	95	3,313	12	2018	2016		40
Illinois		3,277	—	3,277	5	—	5	3,282	—	3,282	—		2016		—
South Carolina	(b)	1,959	344	2,303	—	970	970	1,959	1,314	3,273	225	2017, 2015, 2021	2015		34
Arkansas	(l)	2,808	184	2,992	88	94	182	2,896	278	3,174	109	2015, 2017, 2018, 2020, 2021	2015		21
Illinois	(q)	3,163	—	3,163	—	—	—	3,163	—	3,163	—		2017		—
Illinois		3,058	—	3,058	5	—	5	3,063	—	3,063	—		2016		—
Arkansas	(p)	2,985	156	3,141	(96)	8	(88)	2,889	164	3,053	92	2014, 2016	2014		16
Illinois		3,030	—	3,030	6	—	6	3,036	—	3,036	—		2016		—
Arkansas	(b)	3,264	165	3,429	(590)	191	(399)	2,674	356	3,030	135	2014, 2015, 2016, 2017	2014		27
Illinois	(d)	2,912	89	3,001	—	—	—	2,912	89	3,001	7	2022	2022		10
Colorado	(p)	3,099	—	3,099	(133)	—	(133)	2,966	—	2,966	—		2014		—
Illinois		2,882	42	2,924	5	—	5	2,887	42	2,929	21	2016	2016		12
Illinois		2,682	—	2,682	8	204	212	2,690	204	2,894	23	2017	2016		50
Nebraska	(c)	2,601	114	2,715	—	130	130	2,601	244	2,845	40	2015, 2016, 2018, 2019	2015		27
Illinois		2,573	—	2,573	(1)	236	235	2,572	236	2,808	28	2017	2010		50
Virginia	(l)	2,802	—	2,802	—	—	—	2,802	—	2,802	—		2015		—
North Carolina		2,768	—	2,768	—	—	—	2,768	—	2,768	—		2018		—
Arkansas	(p)	2,645	40	2,685	21	42	63	2,666	82	2,748	34	2014, 2018, 2019	2014		18
Illinois		2,718	—	2,718	5	—	5	2,723	—	2,723	—		2016		—
Illinois	(d)	2,661	—	2,661	—	—	—	2,661	—	2,661	—		2021		—
California	(q)	967	1,357	2,324	—	303	303	967	1,660	2,627	410	2017, 2018	2017		27
Nebraska	(c)	2,539	78	2,617	—	(23)	(23)	2,539	55	2,594	18	2016	2015		20
Nebraska	(d)	2,473	120	2,593	—	—	—	2,473	120	2,593	11	2022	2022		10
Michigan		904	1,654	2,558	—	—	—	904	1,654	2,558	531	2015	2015		23
Nebraska	(l)	693	1,785	2,478	—	78	78	693	1,863	2,556	442	2014, 2016, 2018, 2019	2014		22
Illinois		2,542	—	2,542	5	—	5	2,547	—	2,547	—		2016		—
Colorado	(b)	1,995	84	2,079	—	466	466	1,995	550	2,545	188	2018, 2017, 2016	2015		17
Illinois		2,525	—	2,525	—	—	—	2,525	—	2,525	—		2017		—
Arkansas	(p)	2,262	82	2,344	96	4	100	2,358	86	2,444	25	2014, 2015	2014		27
Illinois	(d)	2,416	22	2,438	—	—	—	2,416	22	2,438	1	2022	2022		20
Illinois		2,423	—	2,423	5	—	5	2,428	—	2,428	—		2016		—
Illinois		2,402	—	2,402	4	—	4	2,406	—	2,406	—		2016		—
Nebraska	(c)	2,280	44	2,324	—	76	76	2,280	120	2,400	22	2017, 2016, 2015	2015		30
South Carolina	(p)	1,803	158	1,961	—	422	422	1,803	580	2,383	114	2014, 2015, 2020	2014		26
South Carolina		1,321	91	1,412	246	721	967	1,567	812	2,379	117	2017, 2018, 2020	2017		34
Colorado	(p)	2,328	—	2,328	—	—	—	2,328	—	2,328	—		2014		—
Arkansas	(p)	2,316	—	2,316	—	3	3	2,316	3	2,319	—		2014		—
Nebraska	(c)	2,316	126	2,442	—	(126)	(126)	2,316	—	2,316	—		2015		—
Illinois		3,149	28	3,177	(1,121)	225	(896)	2,028	253	2,281	31	2016, 2018	2016		40
Illinois	(e), (o)	2,015	—	2,015	4	216	220	2,019	216	2,235	26	2016, 2019	2016		34
Colorado		637	1,604	2,241	—	(17)	(17)	637	1,587	2,224	515	2017	2017		27

F-38

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation (continued)

December 31, 2022

($ 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		2,100	—	2,100	4	98	102	2,104	98	2,202	15	2018	2016		40
North Carolina		2,177	—	2,177	—	—	—	2,177	—	2,177	—		2018		—
North Carolina	(l)	3,864	—	3,864	(1,721)	—	(1,721)	2,143	—	2,143	—		2015		—
Arkansas	(p)	2,014	96	2,110	(8)	31	23	2,006	127	2,133	45	2014	2014		24
Indiana		2,125	—	2,125	—	—	—	2,125	—	2,125	—		2022		—
Colorado	(b)	1,365	663	2,028	—	88	88	1,365	751	2,116	145	2015	2015		23
South Carolina		1,090	—	1,090	230	776	1,006	1,320	776	2,096	96	2018, 2019	2018		39
Colorado	(l)	1,301	699	2,000	—	70	70	1,301	769	2,070	138	2015, 2016, 2017, 2019	2015		26
South Carolina	(p)	1,568	—	1,568	64	433	497	1,632	433	2,065	99	2015, 2017, 2019	2014		27
Illinois		1,700	—	1,700	—	346	346	1,700	346	2,046	76	2017	2012		35
Colorado	(p)	1,817	210	2,027	(7)	21	14	1,810	231	2,041	152	2014, 2016, 2021	2014		15
Illinois		2,041	—	2,041	—	—	—	2,041	—	2,041	—		2022		—
Nebraska	(d)	1,986	36	2,022	—	—	—	1,986	36	2,022	4	2022	2022		5
Illinois		1,986	34	2,020	—	—	—	1,986	34	2,020	—	2022	2022		7
Illinois		1,996	—	1,996	3	—	3	1,999	—	1,999	—		2016		—
Colorado		1,760	—	1,760	—	239	239	1,760	239	1,999	49	2017	2016		24
Illinois		2,103	105	2,208	(226)	—	(226)	1,877	105	1,982	29	2016	2016		25
Illinois		1,972	—	1,972	3	—	3	1,975	—	1,975	—		2016		—
Illinois		1,956	—	1,956	4	—	4	1,960	—	1,960	—		2016		—
Illinois		1,945	—	1,945	4	—	4	1,949	—	1,949	—		2016		—
Illinois		1,905	—	1,905	—	—	—	1,905	—	1,905	—		2016		—
Colorado	(l)	1,622	—	1,622	—	271	271	1,622	271	1,893	21	2020	2019		28
Colorado	(p)	1,079	812	1,891	—	—	—	1,079	812	1,891	145	2014	2014		31
Illinois		1,859	—	1,859	4	—	4	1,863	—	1,863	—		2016		—
Illinois		1,853	—	1,853	3	—	3	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		1,693	—	1,693	3	109	112	1,696	109	1,805	13	2017	2016		50
Illinois		1,769	—	1,769	3	—	3	1,772	—	1,772	—		2016		—
North Carolina	(l)	1,770	—	1,770	—	—	—	1,770	—	1,770	—		2015		—
Illinois		1,750	—	1,750	—	—	—	1,750	—	1,750	—		2009		—
Illinois	(q)	1,735	—	1,735	—	—	—	1,735	—	1,735	—		2017		—
Illinois		1,731	—	1,731	3	—	3	1,734	—	1,734	—		2016		—
Illinois		1,643	88	1,731	3	—	3	1,646	88	1,734	26	2016	2016		23
Illinois		1,718	—	1,718	3	—	3	1,721	—	1,721	—		2016		—
Nebraska	(p)	1,610	32	1,642	(2)	80	78	1,608	112	1,720	31	2014, 2015	2014		28
Illinois		1,614	94	1,708	3	—	3	1,617	94	1,711	28	2016	2016		23
Nebraska	(p)	1,639	46	1,685	(2)	9	7	1,637	55	1,692	14	2014, 2015	2014		31
Colorado	(p)	1,305	376	1,681	—	10	10	1,305	386	1,691	306	2014, 2016	2014		16
Illinois		1,675	4	1,679	3	(4)	(1)	1,678	—	1,678	—		2016		—
Michigan		779	851	1,630	—	39	39	779	890	1,669	441	2016, 2019	2016		19
South Carolina	(l)	1,303	225	1,528	—	134	134	1,303	359	1,662	78	2016, 2017, 2020	2016		35
South Carolina	(p)	1,078	—	1,078	29	548	577	1,107	548	1,655	126	2015, 2017	2014		30
Illinois		1,523	—	1,523	3	126	129	1,526	126	1,652	14	2017	2016		50
Nebraska	(c)	1,314	65	1,379	—	258	258	1,314	323	1,637	102	2015, 2021	2015		23
Illinois		1,620	—	1,620	3	—	3	1,623	—	1,623	—		2016		—
Nebraska	(p)	1,539	—	1,539	—	70	70	1,539	70	1,609	14	2015	2012		45
Illinois		1,603	—	1,603	3	—	3	1,606	—	1,606	—		2016		—
Illinois		1,588	—	1,588	3	—	3	1,591	—	1,591	—		2016		—
Georgia		1,330	72	1,402	—	180	180	1,330	252	1,582	58	2016, 2019	2016		19
Nebraska	(b)	1,244	69	1,313	—	269	269	1,244	338	1,582	72	2014, 2015	2014		22
Illinois		1,423	60	1,483	—	68	68	1,423	128	1,551	92	2013	2007		27
Illinois	(p)	1,500	—	1,500	—	26	26	1,500	26	1,526	4	2015	2008		50
Kansas		1,915	—	1,915	(395)	—	(395)	1,520	—	1,520	—		2015		—
Illinois	(d)	1,496	—	1,496	—	—	—	1,496	—	1,496	—		2021		—
Illinois		1,481	—	1,481	3	—	3	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		—

F-39

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation (continued)

December 31, 2022

($ 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		1,435	—	1,435	3	—	3	1,438	—	1,438	—		2016		—
Illinois	(d)	1,437	—	1,437	—	—	—	1,437	—	1,437	—		2021		—
Colorado		—	—	—	803	640	1,443	803	640	1,443	43	2017, 2021, 2022	2017		24
Illinois	(l)	1,403	—	1,403	—	—	—	1,403	—	1,403	—		2019		—
South Carolina		1,032	170	1,202	13	187	200	1,045	357	1,402	70	2017, 2018	2017		25
Nebraska	(b)	1,100	28	1,128	—	243	243	1,100	271	1,371	38	2014, 2015, 2018	2014		25
Colorado	(p)	1,353	184	1,537	—	(167)	(167)	1,353	17	1,370	13	2014	2014		11
Nebraska		1,149	—	1,149	—	202	202	1,149	202	1,351	29	2018	2018		33
Illinois		1,229	—	1,229	2	116	118	1,231	116	1,347	14	2018	2016		40
Nebraska	(c)	1,346	34	1,380	—	(34)	(34)	1,346	—	1,346	—		2015		—
Illinois		1,320	—	1,320	2	—	2	1,322	—	1,322	—		2016		—
Illinois		1,321	—	1,321	—	—	—	1,321	—	1,321	—		2022		—
Nebraska		1,232	56	1,288	31	—	31	1,263	56	1,319	14	2015	2015		24
Nebraska	(c)	1,279	23	1,302	—	(9)	(9)	1,279	14	1,293	2	2015, 2017	2015		15
Colorado	(p)	1,238	—	1,238	45	—	45	1,283	—	1,283	33		2014		—
Nebraska	(c)	1,242	37	1,279	—	(5)	(5)	1,242	32	1,274	8	2015	2015		23
Illinois		1,259	—	1,259	2	—	2	1,261	—	1,261	—		2016		—
Illinois	(b)	1,120	—	1,120	—	138	138	1,120	138	1,258	19	2016	2008		50
Illinois		1,254	—	1,254	2	—	2	1,256	—	1,256	—		2016		—
Illinois		1,219	—	1,219	2	—	2	1,221	—	1,221	—		2016		—
Illinois	(p)	1,147	—	1,147	—	60	60	1,147	60	1,207	8	2016	2013		50
Nebraska	(c)	1,077	33	1,110	—	70	70	1,077	103	1,180	5	2015	2015		38
Colorado	(p)	579	513	1,092	65	18	83	644	531	1,175	401	2014, 2015, 2016	2014		19
Illinois		1,171	—	1,171	2	—	2	1,173	—	1,173	—		2016		—
North Carolina		1,161	—	1,161	—	—	—	1,161	—	1,161	—		2018		—
Illinois		1,439	—	1,439	(279)	—	(279)	1,160	—	1,160	—		2016		—
Illinois		1,115	28	1,143	2	9	11	1,117	37	1,154	13	2016, 2018	2016		20
Nebraska		1,109	40	1,149	—	—	—	1,109	40	1,149	20	2012	2012		20
Illinois		1,075	—	1,075	2	70	72	1,077	70	1,147	9	2018	2016		40
Illinois		1,003	—	1,003	—	143	143	1,003	143	1,146	63	2015, 2017	2008		40
Colorado	(p)	747	393	1,140	—	—	—	747	393	1,140	94	2014	2014		26
Illinois		1,130	35	1,165	2	(27)	(25)	1,132	8	1,140	1	2016	2016		30
Nebraska	(c)	1,136	11	1,147	—	(11)	(11)	1,136	—	1,136	—	2015	2015		—
Illinois		1,126	44	1,170	2	(37)	(35)	1,128	7	1,135	2	2016	2016		31
Illinois		1,119	—	1,119	2	—	2	1,121	—	1,121	—		2016		—
Colorado	(p)	773	323	1,096	—	24	24	773	347	1,120	94	2014, 2021	2014		21
Colorado	(p)	1,030	170	1,200	—	(87)	(87)	1,030	83	1,113	13	2014, 2016, 2017	2014		24
Colorado	(p)	1,105	—	1,105	—	—	—	1,105	—	1,105	—		2014		—
Colorado	(p)	1,128	68	1,196	(45)	(68)	(113)	1,083	—	1,083	(33)		2014		—
Illinois		1,080	—	1,080	2	—	2	1,082	—	1,082	—		2016		—
Illinois		989	—	989	2	77	79	991	77	1,068	10	2018	2016		40
Nebraska		848	197	1,045	—	22	22	848	219	1,067	73	2014, 2015, 2017	2014		25
Illinois		1,063	27	1,090	2	(27)	(25)	1,065	—	1,065	4	2016	2016		23
Illinois		1,058	—	1,058	2	—	2	1,060	—	1,060	—		2016		—
Colorado	(p)	554	443	997	(3)	62	59	551	505	1,056	92	2014, 2015, 2017	2014		28
Illinois		995	—	995	2	58	60	997	58	1,055	6	2017	2016		50
Nebraska	(p)	994	20	1,014	(2)	41	39	992	61	1,053	22	2014, 2015	2014		27
Illinois	(p)	801	97	898	—	152	152	801	249	1,050	50	2016	2014		50
Colorado	(l)	809	141	950	—	62	62	809	203	1,012	52	2015	2015		31
Illinois		1,005	—	1,005	2	—	2	1,007	—	1,007	—		2016		—
Florida	(d)	935	67	1,002	—	—	—	935	67	1,002	10		2021		10
Georgia		795	65	860	31	105	136	826	170	996	35	2016, 2017	2016		31
Illinois		950	40	990	2	—	2	952	40	992	8	2016	2016		32
Illinois		980	—	980	2	—	2	982	—	982	—		2016		—
Illinois		975	—	975	2	—	2	977	—	977	—		2016		—
Illinois		972	—	972	2	—	2	974	—	974	—		2016		—
Colorado		819	94	913	—	58	58	819	152	971	64	2014, 2017, 2018	2010		22
Illinois		968	—	968	2	—	2	970	—	970	—		2016		—

F-40

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation (continued)

December 31, 2022

($ 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
Georgia	(l)	756	202	958	(1)	9	8	755	211	966	39	2016, 2021	2016		33
Illinois		844	—	844	2	112	114	846	112	958	9	2019	2016		40
Illinois		923	53	976	—	(29)	(29)	923	24	947	5	2011	2011		50
Kansas	(p)	805	178	983	(38)	—	(38)	767	178	945	151	2014	2014		14
Illinois		939	—	939	1	—	1	940	—	940	—		2016		—
Illinois	(p)	902	34	936	—	—	—	902	34	936	26	2008	2008		21
Illinois		878	33	911	—	—	—	878	33	911	2	2022	2022		13
Illinois		845	63	908	2	—	2	847	63	910	22	2016	2016		22
Colorado	(p)	481	373	854	46	(2)	44	527	371	898	290	2014, 2016	2014		17
Illinois		879	—	879	2	4	6	881	4	885	1	2016	2016		20
Illinois	(l)	866	18	884	—	—	—	866	18	884	1	2020	2020		48
Illinois		815	—	815	—	60	60	815	60	875	7	2017	2015		50
Georgia		718	144	862	—	10	10	718	154	872	41	2016	2016		25
Illinois		864	—	864	1	—	1	865	—	865	—		2016		—
Illinois		855	55	910	1	(47)	(46)	856	8	864	2	2016	2016		28
Adjustments		—	—	—	—	—	—	(4)	(51)	(55)	(97)
Other	(r)	58,583	2,194	60,777	(5,796)	1,258	(4,538)	52,787	3,452	56,239	925

Totals		$ 988,523	$ 115,849	$ 1,104,372	($ 7,998)	$ 33,166	$ 25,168	$ 980,521	$ 148,964	$ 1,129,485	$ 38,433

(b)

Properties denoted with (b) are part of a collateral pool for the $13.8 million ~~outstanding, respectively, under~~Farmer Mac Bond #6 .

Farmer Mac Bond #6

$ 13,827

(c)

Properties 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)

Properties denoted with (d) are part of a collateral pool for the $75.0 million Farmer Mac Facility.

Farmer Mac Facility

75,000

(e)

Properties denoted with (e) are part of a collateral pool for the $72.6 million MetLife ~~loans. Each~~Term Loan #1.

MetLife Term Loan #1

72,623

(f)

Properties denoted with (f) are part of a collateral pool for the $9.9 million MetLife ~~loan agreements contains~~Term Loan #4.

MetLife Term Loan #4

9,880

(g)

Properties denoted with (g) are part of a ~~number~~collateral pool for the $5.2 million MetLife Term Loan #5.

MetLife Term Loan #5

5,179

(h)

Properties denoted with (h) are part of ~~customary affirmative and negative covenants, including~~a collateral pool for the ~~requirement to maintain~~$21.7 million MetLife Term Loan #6.

MetLife Term Loan #6

21,726

(i)

Properties denoted with (i) are part of a ~~loan to value ratio~~collateral pool for the $15.7 million MetLife Term Loan #7.

MetLife Term Loan #7

15,699

(j)

Properties denoted with (j) are part of ~~no greater~~a collateral pool for the $44.0 million MetLife Term Loan #8.

MetLife Term Loan #8

44,000

(k)

Properties denoted with (k) are part of a collateral pool for the $16.8 million MetLife Term Loan #9.

MetLife Term Loan #9

16,800

(l)

Properties denoted with (l) are part of a collateral pool for the $49.0 million MetLife Term Loan #10.

MetLife Term Loan #10

48,985

(m)

Properties denoted with (m) are part of a collateral pool for the $12.8 million MetLife Term Loan #11.

MetLife Term Loan #11

12,750

(n)

Properties denoted with (n) are part of a collateral pool for the $14.4 million MetLife Term Loan #12.

MetLife Term Loan #12

14,359

(o)

Properties denoted with (o) are part of a collateral pool for the $0.0 million MetLife Facility.

MetLife Facility

—

(p)

Properties denoted with (p) are part of a collateral pool for the $59.5 million Rabobank.

Rabobank

59,500

(q)

Properties denoted with (q) are part of a collateral pool for the $18.0 million Rutledge Facility.

Rutledge Facility

18,000

$ 439,488

(r)

Other category is comprised of 109 farms in 8 states that on an aggregate basis make up less than ~~60%. The MetLife Guaranties also contain a number~~5% of ~~customary affirmative and negative covenants. The Company was in compliance with all covenants under the MetLife loans~~gross total land plus improvements as of December 31, ~~2019.~~2022. Approximately $3.3 million is part of a collateral pool for Farmer Mac Bond #6, $0.5 million is part of a collateral pool for Farmer Mac Bond #7, $1.5 million is part of a collateral pool for Farmer Mac Facility, $0.6 million is part of a collateral pool for MetLife Bond #10, $6.0 million is part of a collateral pool for Rabo Agrifinance Note, and $4.1 million is part of a collateral pool for Rutledge Facility.

(s)

~~Each~~all of the ~~MetLife loan agreements includes certain customary events~~above properties listed in Schedule III are farms.

(t)

The aggregate cost of ~~default, including a cross-default provision related to other outstanding indebtedness of the borrowers, the Company~~land 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 outstanding under the MetLife loans and to exercise its remedies with respect to the pledged collateral, including foreclosure and sale of the Company’s properties that collateralize the MetLife loans.

~~Farm Credit of Central Florida Mortgage Note~~

~~As of December 31, 2019 and December 31, 2018, the Company and the Operating Partnership had $4.9 million and $5.1 million outstanding, respectively, and~~depreciable property for federal income tax purposes was approximately ~~$5.1 million had been drawn down under~~ ~~the Farm Credit mortgage note facility. Proceeds from the Farm Credit mortgage note were used for the development of additional properties.~~

The Farm Credit mortgage note facility 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 mortgage note$1.005 billion as of December 31, ~~2019.~~2022.

~~Prudential Note~~

As of December 31, 2019 and December 31, 2018, the Company and the Operating Partnership had $0.0 million and $5.1 million outstanding, respectively, under the Prudential facility. On June 28, 2019 the Company fully repaid all outstanding amounts under this note.

~~Rutledge Credit Facility~~

~~As of December 31, 2019 and December 31, 2018, the Company and the Operating Partnership had $112.0 million and $112.0 million outstanding, respectively, under the Rutledge facility.~~ ~~As of December 31, 2019, $0 remains available under this facility and the Company was in compliance with all covenants under the Rutledge loan agreements.~~

~~Rabobank Mortgage Note~~

As of December 31, 2019 and December 31, 2018, the Company and the Operating Partnership had $64.4 million and $64.4 million outstanding, respectively, under the Rabobank mortgage note. The Company was in compliance with all covenants under the Rabobank mortgage note as of December 31, 2019.

~~LIBOR~~

LIBOR is expected to be discontinued after 2021. As of December 31, 2019, the Company had $181.3 million of variable- rate debt outstanding with interest rates tied to LIBOR and maturity dates beyond 2021. There can be no

~~F-26~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

assurances as to what the alternative base rate will be in the event that LIBOR is discontinued, and the Company can provide no assurances whether that base rate will be more or less favorable than LIBOR. The Company intends to monitor the developments with respect to the phasing out of LIBOR after 2021 and work with its lenders to ensure that any transition away from LIBOR will have minimal impact on its financial condition, but can provide no assurances regarding the impact of LIBOR discontinuation.

~~Aggregate Maturities~~

~~As of December 31, 2019, aggregate maturities of long-term debt for the succeeding years are as follows:~~

($ in thousands)

Year Ending December 31,

Future Maturities
2020

$
48,574
2021

274
2022

112,274
2023

4,067
2024

2,100
Thereafter

345,563

$
512,852

~~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, 2019 and 2018, the fair value of the mortgage notes payable was $518.9 million and $518.6 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 other than as discussed below.~~

In April 2015, the Company entered into a lease agreement for office space. The lease expires July 31, 2020. The lease commenced June 1, 2015 and had an initial monthly payment of $10,032, which increased to $10,200 in June 2016, $10,366 in June 2017, $10,534 in June 2018, and $10,701 in June 2019. Beginning in 2019, 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 a discount rate equivalent to the rate we would pay on a secured borrowing with similar terms to the lease. Options to extend the lease in our minimum lease terms unless the option is reasonably certain to be exercised are excluded. Our total lease cost for the years ended December 31, 2019, 2018, and 2017 was $0.1 million, $0.1 million, and $0.1 million, respectively. As of December 31, 2019, the lease has a remaining term of seven months, and discount rate of 3.35%. Minimum annual rental payments under these operating leases, reconciled to the lease liability included in accrued liabilities and other in our consolidated balance sheets, are as follows (in thousands):

($ in thousands)

Future Rental
Year Ending December 31,

Payments
2020

$
75
2021

—
2022

—
2023

—
2024 and beyond

—

$
75

~~F-27~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~Litigation~~

The Company may become party to legal proceedings that are considered to be either ordinary, routine litigation incidental to their business or not significant to the Company’s consolidated financial position or liquidity. Other than as described below, the Company does not believe that there is any other pending litigation ~~that could have a significant adverse impact on its consolidated financial position, liquidity or results of operations.~~

On July 11, 2018, a purported class action lawsuit, captioned Kachmar v. Farmland Partners, Inc. (the Kachmar Action”), was filed in the United States District Court for the District of Colorado against the Company and certain of our officers by a purported Company stockholder. The complaint alleges, among other things, that our disclosure related to the FPI Loan Program was materially false and misleading in violation of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. On August 17, 2018, a second purported class action, captioned Mariconda v. Farmland Partners Inc. (the “Mariconda Action”) was filed in the United States District Court for the District of Colorado, alleging substantially identical claims as the Kachmar Action. Several purported shareholders moved to consolidate the Kachmar Action and the Mariconda Action and for appointment as Lead Plaintiff. On November 13, 2018, the plaintiff in the Kachmar action voluntarily dismissed the Kachmar Action. On December 3, 2018, the court appointed two purported stockholders of the Company, the Turner Insurance Agency, Inc. and Cecilia Turner (the “Turners”), as lead plaintiffs in the Mariconda Action. On March 11, 2019, the court-appointed lead plaintiffs and additional plaintiff Obelisk Capital Management filed an amended complaint in the Turner Action. On April 15, 2019, the defendants moved to dismiss the amended complaint in the Turner Action. On June 18, 2019, the court denied the defendants’ motion to dismiss the amended complaint in the Turner Action. The defendants answered the amended complaint on July 2, 2019. On December 6, 2019, plaintiffs voluntarily dismissed Obelisk Capital Management from the case. In connection with Obelisk Capital Management’s dismissal from the case, defendants filed a motion for judgment on the pleadings on December 10, 2019, which automatically stayed discovery in the action pending the court’s determination of the motion. On December 16, 2019, plaintiffs filed a motion for class certification. On December 27, 2019, plaintiffs filed a motion for leave to file a second amended complaint. Defendants filed a response opposing the motion for leave to file a second amended complaint on January 17, 2020, and filed a motion to adjourn the class certification briefing schedule in light of the discovery stay on January 29, 2020. These motions remain pending and discovery remains stayed pending decision on defendants’ motion for judgment on the pleadings. At this time, no class has been certified in the Turner Action and we do not know the amount of damages or other remedies being sought by the plaintiffs. The Company can provide no assurances as to the outcome of this litigation or provide an estimate of related expenses at this time.

On December 18, 2018, a purported stockholder of the Company, Jack Winter, filed a complaint in the Circuit Court for Montgomery County, Maryland (the “Winter Action”), purporting to assert breach of fiduciary duty claims derivatively on the Company’s behalf against the Company’s directors and certain of the Company’s officers. The Winter Action alleges, among other things, that the Company’s directors and certain of the Company’s officers breached their fiduciary duties to the Company by allowing the Company to make allegedly false and misleading disclosures related to the FPI Loan Program, as alleged in the Turner Action. On April 26, 2019, Winter voluntarily dismissed his complaint in the Circuit Court for Montgomery County Maryland. On May 14, 2019, Winter re-filed his complaint in the United States District Court for the District of Colorado. The Winter Action has been stayed pending further proceedings in the Turner Action.

On November 25, 2019, another purported shareholder, Shawn Luger, filed a complaint derivatively on behalf of the Company and against certain of our officers in the Circuit Court for Baltimore City, Maryland (the “Luger Action”). The Luger Action complaint makes similar claims to those in the Turner and Winter Actions. The parties to the Luger Action stipulated to a stay of the case pending further proceedings in the Turner Action and filed a joint motion to stay on February 7, 2020.

~~F-28~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~Action”). The Barber Action complaint makes similar claims to those in the Turner, Winter, and Luger Actions. The Barber Action has been stayed pending further proceedings in the Turner Action.~~

On February 14, 2020, another purported shareholder, Brent Hustedde, filed a complaint derivatively on behalf of the Company and against certain of our officers in Maryland state court (the “Hustedde Action”). The Hustedde Action complaint makes similar claims to those in the Turner, Winter, Luger, and Barber Actions. None of the defendants have yet been served in the Hustedde Action.

~~The Company believes that costs associated with the Turner, Winter, Luger, Barber, and Hustedde Actions in excess of $0.35 million will be covered by insurance.~~

~~Note 9—Stockholders’ Equity and Non-controlling Interests~~

~~Non-controlling Interest in Operating Partnership~~

The Company consolidates its Operating Partnership, a majority-owned partnership. As of December 31, 2019, the Company owned 94.0% of the outstanding Common units and the remaining 6.0% of the Common units are included in non-controlling interest in Operating Partnership on the consolidated balance sheets.

On or after 12 months of becoming a holder of 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 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 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). Any redemption request must be satisfied by the Company on or before the close of business on the tenth business day after the Company receives a notice of redemption. During the years ended December 31, 2019 and 2018, the Company issued 2,678,187 and 157,393, respectively, of shares of common stock upon redemption of 2,678,187 and 157,393, respectively, Common units that had been tendered for redemption. There were 1.9 million and 4.6 million outstanding Common units eligible to be tendered for redemption as of December 31, 2019 and December 31, 2018, 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.

~~F-29~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~When a Common unit is redeemed, non-controlling interest in the Operating Partnership is reduced and controlling interest stockholders’ equity is increased.~~

The Operating Partnership intends to make distributions on each Common unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the Common units held by the Company being utilized to make distributions to the Company’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 in the ownership percentages between the Company’s stockholders’ equity and non-controlling interest in the Operating Partnership occurred during each of the three years ended December 31, 2019. To reflect these changes, adjustments were made to increase / (decrease) the non-controlling interest in the Operating Partnership by $0.1 million, ($0.4) million, and $2.7 million during the years ended December 31, 2019, 2018 and 2017 respectively, with the corresponding offsets to additional paid-in capital.

~~Redeemable Non-controlling Interests in Operating Partnership, Series A 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 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 preferred units on the balance sheet with the offset recorded to additional paid-in capital. On March 2, 2016, 0.1 million Series A preferred units were issued as partial consideration in the Forsythe farm acquisition (See “Note 5—Real Estate”). 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 liquidation value of such preferred units as of December 31, 2019 and December 31, 2018 was $120.5 million and $120.5 million, respecti~~vely,~~ ~~including accrued distributions.~~

On or after March 2, 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 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.

On or after March 2, 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.

~~F-30~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~The following table summarizes the changes in our redeemable non-controlling interest in the Operating Partnership for the years ended December 31, 2019 and 2018:~~

Preferred
(in thousands)

Redeemable OP Units

Redeemable Non-controlling Interests
Balance at December 31, 2017

117

$
120,510
Distribution paid to non-controlling interest

—

(3,510)
Accrued distributions to non-controlling interest

—

3,510
Balance at December 31, 2018

117

$
120,510

Balance at December 31, 2018

117

$
120,510
Distribution paid to non-controlling interest

—

(3,510)
Accrued distributions to non-controlling interest

—

3,510
Balance at December 31, 2019

117

$
120,510

~~Series B Participating Preferred Stock~~

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 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”).~~

~~F-31~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

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%. Based on the data released by the USDA in August 2019 in their land values 2019 summary, the FVA Amount as of 2019 was determined to be $0.69 per share of Series B Participating Preferred Stock.

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.

~~During the year ended December 31, 2019 and 2018, the balance recorded in mezzanine equity relating to the Series B Participating Preferred Stock was $142.9 million and $143.8~~ million, respectively. During the year ended December 31, 2019, and December 31, 2018 the Company declared and paid dividends relating to the Series B Participating Preferred Stock of $9.0 million and $9.1 million, respectively.

~~F-32~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~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, 2019, 2018 and 2017:

Fiscal Year

Declaration Date

Record Date

Payment Date

Distributions
per Common
Share/OP unit
2019

February 7, 2019

April 1, 2019

April 15, 2019

0.0500

May 8, 2019

July 1, 2019

July 15, 2019

0.0500

August 6, 2019

October 1, 2019

October 15, 2019

$
0.0500

November 11, 2019

January 1, 2020

January 15, 2020

0.0500

$
0.2000
2018

February 13, 2018

April 2, 2018

April 16, 2018

0.1275

May 1, 2018

July 2, 2018

July 16, 2018

0.1275

August 8, 2018

October 1, 2018

October 15, 2018

$
0.0500

November 5, 2018

January 1, 2019

January 15, 2019

0.0500

$
0.3550

2017

February 22, 2017

April 1, 2017

April 14, 2017

0.1275

May 8, 2017

June 30, 2017

July 14, 2017

0.1275

July 19, 2017

October 2, 2017

October 13, 2017

0.1275

November 8, 2017

January 2, 2018

January 16, 2018

0.1275

$
0.5100

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, 2019 which was paid on January 15, 2020. The distributions are payable annually in arrears on January 15 or the next business day, of each year.

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 capital gains or return of capital. During the years ended December 31, 2019, 2018 and 2017 2%, 13% and 52% respectively, of the income distributed in the form of dividends was characterized as ordinary income.

~~Share Repurchase Program~~

~~On March 15, 2017, the Board of Directors approved a program to repurchase up to $25 million in shares of the Company’s common stock. Subsequently~~ on August 1, 2018, our Board of Directors increased the authority under the share repurchase program by an aggregate of $30 million such that the amount of shares of our common stock and Series B Participating Preferred Stock that may be repurchased is now approximately $38.5 million. 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 funds repurchases under the program using cash on its balance sheet. During 2019, the Company had repurchased 3,523,509 shares at an average price per share of $6.24 for a total cost of approximately $22.0 million and 41,528 shares of its Series B preferred stock for $0.9 million at an average price of $21.60 per share. As of December 31, 2019, the Company had approximately $1.0 million in shares that it can repurchase under the stock repurchase plan.

~~F-33~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~Equity Incentive Plan~~

On May 3, 2017, the Company’s stockholders approved the Second 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 million shares. ~~As of December 31, 2019, there were 0.3 million of shares available for future grants under the Plan.~~

The Company may issue equity-based awards to officers, 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 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 of the Board of Directors.

During 2019 the Company granted 0.2 million restricted shares of common stock, with an aggregate grant date fair value of $1.4 million, to employees and directors. The restricted shares vest ratably over a one, three or five-year vesting period, subject to continued service.

During 2018 the Company granted 0.2 million restricted shares of common stock, with an aggregate grant date fair value of $1.2 million, to employees and directors. The restricted shares vest ratably over a one, three or five-year vesting period, subject to continued service.

During 2019, 25,423 restricted shares of common stock were forfeited by independent directors and employees. The Company had recorded $28,046 in stock based compensation and paid $3,688 in dividends with respect to such restricted shares. In connection with the forfeiture of restricted shares, the Company reversed $5,249 in previously recorded compensation expense, net of the dividends paid.

During 2018, 11,270 restricted shares of common stock were forfeited by independent directors and employees. The Company had recorded $33,896 in stock based compensation and paid $6,472 in dividends with respect to such restricted shares. In connection with the forfeiture of restricted shares, the Company reversed $2,519 in previously recorded compensation expense, net of the dividends paid.

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.

~~F-34~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

~~A summary of the non-vested restricted shares as of December 31, 2019, 2018 and 2017 is as follows:~~

Weighted

Number of

Average Grant
(shares in thousands)

Shares

Date Fair Value
Unvested at January 1, 2017

189

$
11.98
Granted

205

$
11.30
Vested

(108)

$
12.84
Forfeited

(9)

$
11.00
Unvested at December 31, 2017

277

$
11.16

Granted

162

$
7.67
Vested

(129)

$
8.54
Forfeited

(11)

$
8.11
Unvested at December 31, 2018

299

$
9.49

Granted

226

$
6.07
Vested

(155)

$
9.63
Forfeited

(25)

$
6.32
Unvested at December 31, 2019

345

$
7.42

~~For the years ended December 31, 2019, 2018 and 2017, the Company recognized $1.4 million,~~ $~~1.7 million and $1.4 million, respectively, of stock-based compensation expense related to these restricted stock awards. As of December 31, 2019, 2018 and 2017, there was $1.4 million, $1.6~~ ~~million and $2.1 million, respectively, of total unrecognized compensation costs related to non-vested stock awards which are expected to be recognized over weighted-average periods of 1.7 years.~~

~~Earnings per Share~~

~~The computation of basic and diluted earnings (loss) per share is as follows:~~

For the year ended December 31,
($ in thousands except per share data)

2019

2018

2017
Numerator:

Net income (loss) attributable to Farmland Partners Inc.

$
13,886

$
12,254

$
7,914
Less: Nonforfeitable distributions allocated to unvested restricted shares

(77)

(111)

(151)
Less: Distributions on redeemable non-controlling interersts in operating partnership, Common units

—

—

—
Less: Distributions on redeemable non-controlling interests in operating partnership, Series A Preferred units

(3,510)

(3,510)

(3,510)
Less: Dividends on Series B Participating Preferred Stock

(8,975)

(9,053)

(3,346)
Net (loss) income attributable to common stockholders

$
1,324

$
(420)

$
907

Denominator:

Weighted-average number of common shares - basic

30,169

32,162

31,210
Conversion of Series A preferred units(1)

—

—

—
Conversion of Series B participating preferred stock

—

—

—
Unvested restricted shares(1)

—

—

—
Weighted-average number of common shares - diluted

30,169

32,162

31,210

Income (loss) per share attributable to common stockholders - basic

$
0.04

$
(0.01)

$
0.03
Income (loss) per share attributable to common stockholders - diluted

$
0.04

$
(0.01)

$
0.03

~~(1)~~

~~Anti-dilutive for the year ended December 31, 2019, 2018 and 2017.~~

The limited partners’ outstanding Common units (which may be redeemed for shares of common stock) 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. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the

~~F-35~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

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, 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 the earnings per share calculations. The weighted average number of Common units held by the non-controlling interest was 2.4 million and 4.6 million for the years ended December 31, 2019 and 2018, respectively. The weighted average number of Excess Units held by the non-controlling interest was 0.0 million for each of the years ended December 31, 2019 and 2018.

For the years ended December 31, 2019, 2018, and 2017, diluted weighted average common shares do not include the impact of 0.3 million of unvested compensation-related shares because the effect of these items on diluted earnings per share would be anti-dilutive.

~~The following equity awards and units are outstanding as of December 31, 2019, 2018 and 2017, respectively.~~

(in thousands)

December 31, 2019

December 31, 2018

December 31, 2017
Shares

29,607

30,295

33,058
OP Units

1,904

4,582

4,739
Unvested Restricted Stock Awards

345

299

276

31,856

35,176

38,073

~~Note 10—Quarterly Financial Information (unaudited)~~

~~The following table reflects the quarterly results of operations for the years ended December 31, 2019 and 2018.~~

Quarter Ended
($ in thousands except per share data)

March 31, 2019

June 30, 2019

September 30, 2019

December 31, 2019
Operating revenues

$
10,889

10,948

9,848

21,879
Operating expenses

6,366

6,994

6,622

7,245
Other expenses

4,514

(2,571)

4,689

4,855
Net (loss) income before income tax

9

6,525

(1,463)

9,779
Income tax expense

—

—

—

—
Net (loss) income

$
9

$
6,525

$
(1,463)

$
9,779
Net (loss) available to common stockholders of Farmland Partners Inc.

$
(3,140)

$
2,906

$
(4,499)

$
6,057

Basic net (loss) per share available to common stockholders(1)

$
(0.10)

$
0.09

$
(0.15)

$
0.20
Diluted net (loss) per share available to common stockholders(1)

$
(0.10)

$
0.08

$
(0.15)

$
0.09
Basic weighted average common shares outstanding

30,791

30,637

29,497

29,723
Diluted weighted average common shares outstanding

30,791

48,370

29,497

69,874

~~(1)~~

~~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, 2018

June 30, 2018

September 30, 2018

December 31, 2018
Operating revenues

$
11,207

11,419

12,549

20,894
Operating expenses

6,386

6,231

6,394

7,365
Other expenses

4,318

4,207

1,998

5,130
Net (loss) income before income tax

503

981

4,157

8,399
State income tax expense

—

—

—

—
Net (loss) income

$
503

$
981

$
4,157

$
8,399
Net (loss) income available to common stockholders of Farmland Partners Inc.

$
(2,744)

$
(2,323)

$
484

$
4,163

~~Note 11—Subsequent Events~~

~~We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through March 13, 2020, the day the financial statements were issued.~~

~~F-36~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

On February 27, 2020 the Company’s Board of Directors declared a cash dividend of $0.05 per share of common stock. The dividend is payable to the Company’s stockholders of record as of April 1, 2020, and is expected to be paid on April 15, 2020.

On February 27, 2020 the Company’s Board of Directors declared a quarterly cash dividend of $0.375 per share of 6.00% Series B Participating Preferred Stock payable on March 31, 2020 to stockholders of record as of March 13, 2020.

On February 19, 2020, the Company entered into an agreement to extend the current office lease that was set to expire on July 31, 2020. The lease extension has a term of 13 months and will expire on August 31, 2021.

~~Subsequent to December 31, 2020, the Company repurchased 127,269 shares of common stock at a weighted average price of $6.83 per share for an aggregate purchase price of $0.9 million.~~

~~Note 12—Hedge Accounting~~

~~Cash Flow Hedging Strategy~~

The Company has entered into an interest rate swap agreement to manage interest rate risk exposure. An interest rate swap agreement utilized by the Company effectively modifies the Company’s exposure to interest rate risk by converting the Company’s floating-rate debt to a fixed rate basis for the next five years on 50% of the currently outstanding amount to Rabobank, 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 Company determines the hedge effectiveness of its interest rate swaps at inception using regression analysis. On an ongoing basis the Company 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. If the qualitative assessment indicates that the hedge relationship cannot be concluded is more likely than not highly effective, the Company performs a regression analysis. As of the date of this report, the Company concluded the hedge was highly effective.

~~As of December 31, 2019, the total notional amount of the Company’s receive-variable/pay-fixed interest rate swaps was $33.2 million.~~

~~The fair value of the Company’s derivative instrument is set out below:~~

($ in thousands)

Instrument
Balance sheet location

Fair Value
Interest rate swap
Derivative liability
$
1,644

Other Comprehensive Income

(1,644)

~~The effect of derivative instruments on the consolidated statements of operations for the period ended December 31, 2019 is set out below:~~

~~F-37~~

F-41

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

Table of Contents

Farmland Partners Inc.

Schedule III – Real Estate and Accumulated Depreciation

Reconciliation of “Real Estate and Accumulated Depreciation”

(in thousands)

~~($ in thousands)~~
~~Cash flow hedging relationships~~

~~Amount of Gain / (Loss) reclassified~~
~~in OCI on derivative~~

~~Location of Gain (Loss) reclassified from~~
~~Accumulated OCI~~
~~into income~~

~~Interest rate contracts~~

~~(39)~~

~~Interest expense~~

~~Level 1—Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.~~


	Years ended December 31,
	2022		2021
Real Estate:
Balance at beginning of year	$	1,092,693	$	1,076,420
Additions during period
Additions through construction of improvements		729		2,008
Disposition of property and improvements		(23,387)		(65,679)
Acquisitions through business combinations and/or asset acquisitions		59,450		79,944
Balance at end of year	$	1,129,485	$	1,092,693

Accumulated Depreciation:
Balance at beginning of year	$	38,254	$	32,602
Disposition of improvements		(6,771)		(1,977)
Additions charged to costs and expenses		6,950		7,629
Balance at end of year	$	38,433	$	38,254

Real Estate balance per schedule	$	1,129,485	$	1,092,693
Construction in progress		14,810		10,647
Other non-real estate		68		71
Balance per consolidated balance sheet	$	1,144,363	$	1,103,411

Accumulated depreciation per schedule	$	38,433	$	38,254
Other non-real estate		14		49
Balance per consolidated balance sheet	$	38,447	$	38,303

~~Level 3—Inputs to the valuation methodology are unobservable, supported by little or no market activity and are significant to the fair value measurement.~~

~~The following table outlines the movements in the other comprehensive income account as at December 31, 2019 and December 31, 2018:~~

($ in thousands)

December 31, 2019

December 31, 2018
Beginning accumulated derivative instrument gain or loss
$
(865)

$
—
Net change associated with current period hedging transactions

(779)

(865)
Net amount of reclassification into earnings

—

—
Difference between a change in fair value of excluded components

—

—
Closing accumulated derivative instrument gain or loss
$
(1,644)

$
(865)

~~F-38~~

F-42

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Schedule III – Real Estate and Accumulated Depreciation~~

~~December 31, 2019~~

~~($ 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
5
578
42,484
5
42,489
0

2015
-
California
(m)
33,482
-
33,482
-
-
33,482
-
33,482
-

2017
-
Illinois
(k)
29,627
431
30,058
2,267
50
29,677
2,699
32,376
236
2017, 2018
2017
14
Louisiana
(g)
30,584
1,180
31,764
181
254
30,838
1,361
32,199
174
2018, 2019
2016
30
California
(m)
31,567
-
31,567
-
-
31,567
-
31,567
-

2017
-
California
(p), (s)
19,925
11,521
31,445
(561)
-
19,925
10,960
30,884
2,816
2017
2017
12
Illinois
(k)
22,937
1,484
24,421
1,301
(11)
22,926
2,786
25,711
221
2017, 2018, 2019
2017
23
South Carolina
(t)
12,057
1,474
13,531
5,840
53
12,110
7,314
19,424
626
2014, 2017, 2018, 2019
2014
24
California
(r)
7,647
11,518
19,164
207
-
7,647
11,725
19,371
1,409
2017, 2018
2017
20
California
(s)
9,998
8,116
18,114
-
-
9,998
8,116
18,114
1,597
2017
2017
14
California
(s)
10,947
6,878
17,825
64
-
10,947
6,942
17,889
1,167
2017
2017
21
North Carolina
(v)
17,627
-
17,627
-
0
17,627
-
17,627
-
2018
2018
-
South Carolina
(l)
14,866
906
15,772
239
-
14,866
1,145
16,011
110
2017, 2018
2017
29
California
(s)
11,888
3,398
15,286
(58)
-
11,888
3,340
15,228
715
2017
2017
15
Florida
(a)
9,295
202
9,497
2,212
3,036
12,331
2,414
14,745
94
2016, 2017, 2019
2016
38
Illinois
(f)
9,689
420
10,109
(5)
4,497
14,186
415
14,601
70
2016, 2017, 2018
2016
21
California
(q)
8,326
6,075
14,401
41
-
8,326
6,117
14,443
657
2017, 2018, 2019
2017
25
California
(p)
9,043
4,546
13,589
2
-
9,043
4,549
13,592
803
2017, 2018
2017
17
California
(q), (s)
10,167
2,902
13,069
421
-
10,167
3,323
13,490
725
2017
2017
13
California
(p)
7,492
2,889
10,380
434
-
7,492
3,322
10,814
636
2017, 2019
2017
12
Colorado
(t)
10,716
70
10,786
-
(0)
10,716
70
10,786
5
2014
2014
39
California
(r)
9,534
263
9,796
2
-
9,534
265
9,799
76
2017
2017
14
California
(s)
6,191
2,772
8,963
-
-
6,191
2,772
8,963
488
2017
2017
11
South Carolina
(d)
8,633
133
8,766
130
5
8,638
263
8,901
26
2015, 2017
2015
25
California
(q)
4,710
3,317
8,027
-
-
4,710
3,317
8,027
415
2017
2017
15
Virginia
(d)
7,277
-
7,277
-
0
7,277
-
7,277
-

2015
-
Florida
(o)
6,402
593
6,995
269
-
6,402
862
7,264
152
2017, 2019
2017
12
Arkansas
(t)
6,914
287
7,201
22
16
6,930
309
7,239
39
2014, 2017, 2018
2014
24
North Carolina
(d)
7,239
-
7,239
-
(16)
7,223
-
7,223
-

2015
-
South Carolina
(t)
4,679
25
4,704
2,348
4
4,683
2,373
7,056
292
2017, 2016, 2015
2014
33
Mississippi
(t)
6,654
133
6,787
3
(0)
6,654
136
6,790
16
2014, 2015
2014
25
South Dakota
(l)
6,731
-
6,731
-
-
6,731
-
6,731
-

2017
-
Illinois
(f)
5,453
105
5,558
7
1,022
6,475
112
6,587
13
2016
2016
23
Georgia
(q)
3,574
2,922
6,496
46
-
3,574
2,968
6,542
1,417
2017, 2019
2017
11
Texas

4,188
1,929
6,117
343
(0)
4,188
2,272
6,460
311
2016, 2018
2016
27
Florida
(q)
2,674
3,565
6,239
-
-
2,674
3,565
6,239
702
2017
2017
12
Arkansas
(i)
5,924
244
6,168
0
(0)
5,924
244
6,168
37
2015
2015
21
North Carolina
(d)
5,750
-
5,750
-
4
5,754
-
5,754
-

2015
-
Arkansas
(o)
5,532
101
5,633
10
3
5,535
110
5,645
29
2017, 2019
2017
9
Illinois
(f)
6,086
-
6,086
450
(909)
5,177
450
5,627
22
2018
2016
40
Colorado
(j)
792
4,731
5,523
84
1
793
4,815
5,608
240
2016, 2017, 2019
2016
16
Mississippi
(i)
5,338
238
5,576
0
(0)
5,338
238
5,576
47
2015
2015
15
Colorado
(l)
4,156
1,280
5,436
(3)
-
4,156
1,277
5,433
146
2017
2017
26
Arkansas
(v)
5,169
185
5,354
-
-
5,169
185
5,354
39
2017
2017
15
Louisiana
(t)
5,100
52
5,152
154
(0)
5,100
206
5,306
37
2017, 2016, 2015
2014
17
Illinois
(f)
5,493
-
5,493
338
(801)
4,692
338
5,030
102
2017
2016
10
Arkansas
(t)
4,536
50
4,586
81
27
4,563
131
4,693
21
2014, 2017
2014
17
Illinois
(o)
4,575
-
4,575
-
-
4,575
-
4,575
-

2017
-
California
(v)
2,461
1,974
4,435
-
-
2,461
1,974
4,435
262
2017
2017
17
South Carolina
(t)
2,235
-
2,235
1,557
519
2,754
1,557
4,311
181
2017, 2016, 2015
2014
28
Arkansas
(j)
4,035
38
4,073
188
(0)
4,035
226
4,260
14
2016, 2017, 2018, 2019
2016
28
North Carolina
(d)
4,242
-
4,242
-
4
4,246
-
4,246
-

2015
-
Illinois
(f)
4,920
4
4,924
148
(1,025)
3,895
152
4,047
8
2017
2016
50
Colorado
(t)
3,566
359
3,925
67
0
3,566
426
3,992
45
2014, 2017, 2018
2014
21

~~F-39~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Schedule III – Real Estate and Accumulated Depreciation~~

~~December 31, 2019~~

~~($ 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

North Carolina
(d)
3,864
-
3,864
-
8
3,872
-
3,872
-

2015
-
Illinois
(f)
4,350
-
4,350
-
(572)
3,778
-
3,778
-

2016
-
Illinois
(f)
3,821
-
3,821
-
(97)
3,724
-
3,724
-

2016
-
Georgia
(i)
3,306
368
3,674
18
(0)
3,306
386
3,692
51
2015, 2016, 2017, 2018
2015
22
Illinois
(h)
2,981
-
2,981
634
(0)
2,981
634
3,615
65
2017, 2009
2007 & 2010
38
Alabama
(q)
1,719
1,883
3,602
(7)
-
1,719
1,875
3,595
245
2017
2017
16
Illinois
(f)
3,186
-
3,186
-
407
3,593
-
3,593
-

2016
-
Illinois
(f)
4,522
4
4,526
(0)
(950)
3,572
4
3,576
1
2016
2016
10
Mississippi
(b)
3,471
41
3,512
63
(0)
3,471
104
3,575
9
2015, 2017
2015
34
Arkansas
(t)
3,277
145
3,422
44
27
3,304
189
3,493
27
2014, 2015, 2018, 2019
2014
21
Illinois
(f)
3,232
-
3,232
-
261
3,493
-
3,493
-

2016
-
Illinois
(h)
1,290
-
1,290
2,199
(0)
1,290
2,199
3,488
210
2017, 2015, 2011
2007
38
Nebraska
(t)
1,881
55
1,936
1,476
1
1,882
1,531
3,413
172
2017, 2015, 2012
2012
30
South Carolina
(b)
1,959
344
2,303
970
0
1,959
1,314
3,273
95
2017, 2015
2015
35
Illinois
(f)
3,500
28
3,528
361
(699)
2,801
389
3,190
23
2016, 2018
2016
15
Illinois
(o)
3,163
-
3,163
-
-
3,163
-
3,163
-

2017
-
Illinois
(f)
3,541
-
3,541
-
(478)
3,063
-
3,063
-

2016
-
Arkansas
(e)
2,808
184
2,992
58
7
2,815
242
3,057
44
2015, 2017, 2018
2015
18
Arkansas
(t)
2,985
156
3,141
8
(96)
2,889
164
3,053
35
2014, 2016
2014
16
Arkansas
(b)
3,264
165
3,429
191
(590)
2,674
356
3,030
58
2014, 2015, 2016, 2017
2014
27
South Carolina
(t)
2,199
138
2,337
665
22
2,221
803
3,024
64
2014, 2015, 2017, 2019
2014
30
Colorado
(t)
3,099
-
3,099
-
(133)
2,966
-
2,966
-

2014
-
Illinois
(f)
2,997
68
3,065
253
(388)
2,609
321
2,930
92
2018, 2016
2016
10
Illinois
(f)
3,470
-
3,470
4
(582)
2,888
4
2,891
1
2016
2016
12
Illinois
(f)
2,015
-
2,015
216
636
2,651
216
2,867
6
2016, 2019
2016
34
Nebraska
(c)
2,601
114
2,715
131
(0)
2,601
245
2,845
15
2015, 2016, 2018
2015
27
Illinois
(f)
2,882
42
2,924
(0)
(98)
2,784
42
2,826
9
2016
2016
12
Georgia
(l)
1,905
-
1,905
779
125
2,030
779
2,810
54
2017
2017
32
Illinois
(h)
2,573
-
2,573
236
(1)
2,572
236
2,809
14
2017
2010
50
North Carolina
(v)
2,768
-
2,768
-
0
2,768
-
2,768
-
2018
2018
-
Illinois
(f)
3,277
-
3,277
-
(517)
2,760
-
2,760
-

2016
-
Arkansas
(t)
2,645
40
2,685
42
21
2,666
82
2,748
6
2014, 2018, 2019
2014
10
Illinois
(f)
3,058
-
3,058
-
(353)
2,705
-
2,705
-

2016
-
California
(s)
967
1,357
2,324
375
-
967
1,732
2,699
244
2017, 2018
2017
16
Nebraska
(c)
2,539
78
2,617
(23)
0
2,539
55
2,594
8
2016
2015
20
Nebraska
(e)
693
1,785
2,478
90
(0)
693
1,875
2,567
168
2014, 2016, 2018, 2019
2014
19
Michigan
(i)
904
1,654
2,558
(0)
(0)
904
1,654
2,558
219
2015
2015
23
Colorado
(b)
1,995
84
2,079
466
(0)
1,995
550
2,545
83
2017, 2016
2015
18
Illinois
(l)
2,525
-
2,525
-
-
2,525
-
2,525
-

2017
-
Illinois
(f)
1,956
-
1,956
-
557
2,513
-
2,513
-

2016
-
Arkansas
(t)
2,262
82
2,344
4
96
2,358
86
2,444
9
2014, 2015
2014
27
Illinois
(f)
3,030
-
3,030
-
(600)
2,430
-
2,430
-

2016
-
Illinois
(f)
2,103
105
2,208
(0)
218
2,321
105
2,426
13
2016
2016
25
Nebraska
(c)
2,280
44
2,324
95
0
2,280
139
2,419
19
2017, 2016, 2015
2015
22
Illinois
(f)
1,945
-
1,945
-
473
2,418
-
2,418
-

2016
-
Illinois
(f)
2,718
-
2,718
-
(332)
2,386
-
2,386
-

2016
-
South Carolina
(l)
1,321
91
1,412
691
247
1,567
782
2,349
51
2017, 2018
2017
31
South Carolina
(v)
1,406
806
2,212
128
(0)
1,406
934
2,341
100
2017, 2018, 2019
2017
31
Mississippi

2,321
15
2,336
-
(1)
2,320
15
2,335
4
2016
2016
10
Colorado
(t)
2,328
-
2,328
-
(0)
2,328
-
2,328
-

2014
-
Illinois
(f)
2,075
-
2,075
-
252
2,327
-
2,327
-

2016
-
South Carolina
(t)
1,803
158
1,961
364
(0)
1,803
522
2,325
45
2014, 2015
2014
26
Arkansas
(t)
2,316
-
2,316
3
0
2,316
3
2,319
-

2014
-
Nebraska
(c)
2,316
126
2,442
(126)
(0)
2,316
-
2,316
-

2015
-
Illinois
(f)
3,212
-
3,212
95
(996)
2,216
95
2,311
5
2018
2016
40

~~F-40~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Schedule III – Real Estate and Accumulated Depreciation~~

~~December 31, 2019~~

~~($ 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

Colorado

637
1,604
2,241
0
1
637
1,604
2,241
226
2017
2017
50
North Carolina
(v)
2,177
-
2,177
-
(0)
2,177
-
2,177
-
2018
2018
-
Illinois
(f)
1,614
94
1,708
(0)
456
2,070
94
2,163
12
2016
2016
23
Illinois
(f)
2,682
-
2,682
204
(725)
1,957
204
2,161
11
2017
2016
50
Illinois
(f)
2,423
-
2,423
-
(276)
2,147
-
2,147
-

2016
-
Illinois
(f)
1,769
-
1,769
-
371
2,140
-
2,140
-

2016
-
Colorado
(b)
1,365
663
2,028
101
0
1,365
764
2,129
61
2015
2015
21
Arkansas
(t)
2,014
96
2,110
0
(8)
2,006
96
2,102
16
2014
2014
21
Illinois
(f)
1,643
88
1,731
0
344
1,987
88
2,075
11
2016
2016
23
Colorado
(e)
1,301
699
2,000
70
(0)
1,301
769
2,070
53
2015, 2016, 2017, 2019
2015
24
South Carolina
(t)
1,568
-
1,568
433
64
1,632
433
2,065
37
2015, 2017, 2019
2014
30
Illinois
(h)
1,700
-
1,700
346
-
1,700
346
2,046
27
2017
2012
35
Illinois
(f)
2,402
-
2,402
-
(372)
2,030
-
2,030
-

2016
-
Colorado
(t)
1,817
210
2,027
1
(7)
1,810
211
2,021
52
2014, 2016
2014
14
South Carolina
(v)
1,090
-
1,090
776
144
1,234
776
2,011
30
2018, 2019
2018
40
Colorado
(j)
1,760
-
1,760
239
0
1,760
239
1,999
23
2017
2016
24
Illinois
(f)
1,996
-
1,996
-
(50)
1,946
-
1,946
-

2016
-
Illinois
(f)
1,972
-
1,972
-
(43)
1,929
-
1,929
-

2016
-
Illinois
(f)
2,542
-
2,542
-
(617)
1,925
-
1,925
-

2016
-
Illinois
(j)
1,905
-
1,905
-
(0)
1,905
-
1,905
-

2016
-
Colorado
(t)
1,079
812
1,891
(0)
0
1,079
812
1,891
54
2014
2014
31
Illinois
(f)
2,100
-
2,100
98
(309)
1,791
98
1,889
5
2018
2016
40
Illinois
(f)
1,590
-
1,590
-
280
1,870
-
1,870
-

2016
-
Illinois
(f)
1,891
-
1,891
-
(56)
1,835
-
1,835
-

2016
-
Illinois
(f)
1,603
-
1,603
-
228
1,831
-
1,831
-

2016
-
Illinois
(o)
1,825
-
1,825
-
(0)
1,825
-
1,825
-
2018
2018
-
North Carolina
(d)
1,770
-
1,770
-
0
1,770
-
1,770
-

2015
-
Illinois
(f)
1,256
-
1,256
-
511
1,767
-
1,767
-

2016
-
Illinois
(h)
1,750
-
1,750
-
-
1,750
-
1,750
-

2009
-
Illinois
(o)
1,735
-
1,735
-
-
1,735
-
1,735
-

2017
-
Nebraska
(t)
1,610
32
1,642
81
(2)
1,608
113
1,720
12
2014, 2015
2014
24
Nebraska
(t)
1,639
46
1,685
10
(2)
1,637
56
1,694
6
2014, 2015
2014
22
Colorado
(t)
1,305
376
1,681
10
(0)
1,305
386
1,691
107
2014, 2016
2014
16
Illinois
(f)
1,439
-
1,439
-
240
1,679
-
1,679
-

2016
-
Michigan
(i)
779
851
1,630
39
(0)
779
890
1,669
187
2016, 2019
2016
19
South Carolina

1,303
225
1,528
132
0
1,303
357
1,661
35
2016, 2017
2016
34
Illinois
(f)
1,859
-
1,859
-
(209)
1,650
-
1,650
-

2016
-
South Carolina
(t)
1,078
-
1,078
548
21
1,099
548
1,647
50
2015, 2017
2014
28
Colorado

1,622
-
1,622
-
-
1,622
-
1,622
-

2019
-
Nebraska
(c)
1,314
65
1,379
242
(0)
1,314
307
1,621
42
2015
2015
20
Nebraska
(t)
1,539
-
1,539
70
(1)
1,539
70
1,608
5
2015
2012
45
Illinois
(f)
1,718
-
1,718
-
(120)
1,598
-
1,598
-

2016
-
Nebraska
(b)
1,244
69
1,313
269
0
1,244
338
1,582
29
2014, 2015
2014
22
Georgia
(j)
1,330
72
1,402
180
(0)
1,330
252
1,581
17
2016, 2019
2016
18
Illinois
(h)
1,423
60
1,483
68
-
1,423
128
1,551
20
2013
2007
27
Illinois
(f)
1,130
35
1,165
(0)
379
1,509
35
1,544
6
2016
2016
23
Illinois
(f)
729
-
729
-
815
1,544
-
1,544
-

2016
-
Illinois
(f)
1,853
-
1,853
-
(313)
1,540
-
1,540
-

2016
-
Colorado
(t)
1,353
184
1,537
0
(0)
1,353
184
1,537
67
2014
2014
9
Illinois
(t)
1,500
-
1,500
26
-
1,500
26
1,526
2
2015
2008
50
Kansas
(i)
1,915
-
1,915
-
(395)
1,520
-
1,520
-

2015
-
Illinois
(f)
1,693
-
1,693
109
(317)
1,376
109
1,485
6
2017
2016
50
Illinois
(o)
1,471
-
1,471
-
(0)
1,471
-
1,471
-
2018
2018
-
Illinois
(f)
1,115
28
1,143
9
318
1,433
37
1,470
6
2016, 2018
2016
23
Mississippi
(e)
1,437
33
1,470
(0)
(0)
1,437
33
1,470
2
2015, 2017
2015
29

~~F-41~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Schedule III – Real Estate and Accumulated Depreciation~~

~~December 31, 2019~~

~~($ 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

Illinois
(f)
1,620
-
1,620
-
(167)
1,453
-
1,453
-

2016
-
Illinois
(f)
1,063
27
1,090
0
348
1,411
27
1,438
7
2016
2016
22
Illinois
(f)
1,675
4
1,679
(4)
(244)
1,431
-
1,431
-
2016
2016
-
Illinois
(f)
1,083
-
1,083
-
336
1,419
-
1,419
-

2016
-
Illinois

1,403
-
1,403
-
-
1,403
-
1,403
-

2019
-
South Carolina
(l)
1,032
170
1,203
183
13
1,045
353
1,398
37
2017, 2018
2017
31
Nebraska
(b)
1,100
28
1,128
248
0
1,100
276
1,376
16
2014, 2015, 2018
2014
18
Illinois
(f)
1,523
-
1,523
126
(277)
1,246
126
1,372
7
2017
2016
50
Nebraska
(v)
1,149
-
1,149
202
(0)
1,149
202
1,350
11
2018
2018
40
Nebraska
(c)
1,346
34
1,380
(34)
0
1,346
-
1,346
-

2015
-
Illinois
(f)
1,254
-
1,254
-
83
1,337
-
1,337
-

2016
-
Nebraska
(i)
1,232
56
1,288
(0)
31
1,263
56
1,319
6
2015
2015
24
Illinois
(f)
1,126
44
1,170
0
146
1,272
44
1,316
4
2016
2016
31
Nebraska
(c)
1,279
23
1,302
6
0
1,279
29
1,308
6
2015, 2017
2015
12
Colorado
(t)
1,238
-
1,238
-
45
1,283
-
1,283
-

2014
-
Nebraska
(c)
1,242
37
1,279
(5)
(0)
1,242
32
1,273
4
2015
2015
23
Illinois
(b)
1,120
-
1,120
138
-
1,120
138
1,258
8
2016
2008
50
Colorado
(t)
1,030
170
1,200
31
0
1,030
201
1,231
86
2014, 2016, 2017
2014
11
Illinois
(f)
1,435
-
1,435
-
(204)
1,231
-
1,231
-

2016
-
Illinois
(f)
1,481
-
1,481
-
(254)
1,227
-
1,227
-

2016
-
Illinois
(f)
1,731
-
1,731
-
(515)
1,216
-
1,216
-

2016
-
Illinois
(t)
1,147
-
1,147
60
0
1,147
60
1,207
4
2016
2013
50
Illinois
(h)
1,003
-
1,003
198
(0)
1,003
198
1,201
4
2015, 2017
2008
45
Illinois
(f)
844
-
844
112
242
1,086
112
1,198
0

2016
-
Illinois
(f)
1,219
-
1,219
-
(23)
1,196
-
1,196
-

2016
-
Nebraska
(c)
1,077
33
1,110
80
(0)
1,077
113
1,189
5
2015
2015
28
Colorado
(t)
579
513
1,092
18
65
644
531
1,175
139
2014, 2015, 2016
2014
14
Illinois
(f)
1,320
-
1,320
-
(147)
1,173
-
1,173
-

2016
-
North Carolina
(v)
1,161
-
1,161
-
0
1,161
-
1,161
-
2018
2018
-
Illinois
(f)
617
-
617
-
535
1,152
-
1,152
-

2016
-
Nebraska
(h)
1,109
40
1,149
-
-
1,109
40
1,149
6
2012
2012
20
Illinois
(f)
845
63
908
0
241
1,086
63
1,149
10
2016
2016
22
Nebraska
(c)
1,136
11
1,147
0
(0)
1,136
11
1,147
6
2015
2015
6
Colorado
(t)
747
393
1,140
(0)
0
747
393
1,140
35
2014
2014
26
Illinois
(f)
$ 1,229
$ -
$ 1,229
$ 116
$ (219)
$ 1,010
$ 116
$ 1,126
$ 6
2018
2016
40
Colorado
(t)
1,128
68
1,196
(32)
(45)
1,083
36
1,119
3
2017
2014
3
Illinois
(f)
774
47
821
0
293
1,067
47
1,115
6
2016
2016
25
Illinois
(f)
1,058
-
1,058
-
49
1,107
-
1,107
-

2016
-
Colorado
(t)
1,105
-
1,105
-
(0)
1,105
-
1,105
-

2014
-
Colorado
(t)
773
323
1,096
(0)
0
773
323
1,096
34
2014
2014
21
Illinois
(f)
855
55
910
(12)
198
1,053
43
1,096
5
2016
2016
28
Illinois
(f)
708
-
708
-
387
1,095
-
1,095
-

2016
-
Illinois
(f)
854
-
854
-
221
1,075
-
1,075
-

2016
-
Nebraska
(i)
848
197
1,045
22
0
848
219
1,067
25
2014, 2015, 2017
2014
25
Colorado
(t)
554
443
997
70
(3)
551
513
1,064
40
2014, 2015, 2017
2014
23
Nebraska
(t)
994
20
1,014
41
(2)
992
61
1,052
8
2014, 2015
2014
27
Illinois
(t)
801
97
898
152
-
801
249
1,050
15
2016
2004, 2006, 2016
50
Illinois
(f)
950
40
990
(0)
46
996
40
1,036
4
2016
2016
32
Colorado
(h)
819
94
913
113
-
819
207
1,026
22
2014, 2017, 2018
2010
22
Illinois
(f)
727
-
727
-
299
1,026
-
1,026
-

2016
-
Colorado
(e)
809
141
950
64
(0)
809
205
1,014
22
2015
2015
26
Illinois
(f)
1,171
-
1,171
-
(158)
1,013
-
1,013
-

2016
-
Georgia
(i)
795
65
860
105
31
826
170
997
15
2016, 2017
2016
31
Illinois
(h)
991
-
991
-
-
991
-
991
-

2012
-
Illinois
(f)
800
130
930
(0)
59
859
130
989
15
2016
2016
27

~~F-42~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Schedule III – Real Estate and Accumulated Depreciation~~

~~December 31, 2019~~

~~($ 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

Illinois
(f)
1,259
-
1,259
-
(273)
986
-
986
-

2016
-
Illinois
(f)
1,119
-
1,119
-
(133)
986
-
986
-

2016
-
Illinois
(f)
775
-
775
3
186
961
3
964
0

2016
-
Georgia

756
202
958
0
(1)
755
202
958
17
2016
2016
36
Illinois
(h)
923
53
976
(29)
-
923
24
947
1
2011
2011
50
Kansas
(t)
805
178
983
(0)
(38)
767
178
945
53
2014
2014
14
Illinois
(t)
902
34
936
-
-
902
34
936
5
2008
2008
21
Illinois
(f)
1,075
-
1,075
70
(230)
845
70
915
3
2018
2016
40
Illinois
(f)
1,080
-
1,080
-
(175)
905
-
905
-

2016
-
Illinois
(f)
864
-
864
-
41
905
-
905
-

2016
-
Colorado
(t)
481
373
854
2
46
527
375
902
103
2014, 2016
2014
15
Illinois
(f)
989
-
989
77
(178)
811
77
888
4
2018
2016
40
Illinois
(f)
995
-
995
58
(177)
818
58
875
3
2017
2016
50
Illinois
(f)
975
-
975
-
(100)
875
-
875
-

2016
-
Illinois
(i)
815
-
815
60
0
815
60
875
4
2017
2015
50
Georgia
(j)
718
144
862
10
0
718
154
872
19
2016
2016
25
Nebraska
(b)
862
-
862
-
(0)
862
-
862
-

2015
-
Illinois
(f)
972
-
972
-
(114)
858
-
858
-

2016
-
Illinois
(f)
671
96
767
(54)
143
814
42
856
4
2016
2016
28
Illinois
(h)
644
93
737
107
-
644
200
844
12
2015
2000
50
Illinois
(i)
762
-
762
75
(0)
762
75
837
11
2016
2015
20
Nebraska
(t)
742
-
742
94
0
742
94
836
11
2013
2012
25
Illinois
(b)
700
110
810
20
-
700
130
830
8
2006, 2015
2004
50
Illinois
(f)
1,005
-
1,005
-
(180)
825
-
825
-

2016
-
Illinois
(f)
980
-
980
-
(155)
825
-
825
-

2016
-
Illinois
(l)
825
-
825
-
-
825
-
825
-

2017
-
Illinois
(o)
805
-
805
-
-
805
-
805
-

2017
-
Colorado
(t)
803
-
803
-
(0)
803
-
803
-

2014
-
Illinois
(f)
732
-
732
-
64
796
-
796
-

2016
-
Illinois
(f)
762
-
762
-
20
782
-
782
-

2016
-
Illinois
(f)
630
-
630
-
145
775
-
775
-
2016
2016
-
Nebraska
(t)
702
72
774
0
(2)
700
72
772
6
2014
2014
35
Illinois
(o)
748
-
748
-
-
748
-
748
-

2017
-
Illinois
(f)
421
-
421
43
280
701
43
743
3
2016
2016
50
Kansas
(t)
737
-
737
-
(0)
737
-
737
-

2014
-
Nebraska
(i)
711
22
733
0
(0)
711
22
733
3
2015
2015
20
Illinois
(f)
857
-
857
-
(125)
732
-
732
-

2016
-
Illinois
(f)
879
-
879
4
(155)
724
4
727
1
2016
2016
20
Illinois
(f)
552
-
552
31
143
695
31
725
0

2016
-
Illinois
(h)
725
-
725
-
-
725
-
725
-

2010
-
Illinois
(h)
668
-
668
51
1
669
51
720
3
2015
2007
50
Illinois
(o)
717
-
717
-
(0)
717
-
717
-
2018
2018
-
Illinois
(f)
612
38
650
0
51
663
38
701
4
2016
2016
29
Illinois
(v)
701
-
701
-
-
701
-
701
-

2017
-
Illinois
(f)
968
-
968
-
(269)
699
-
699
-

2016
-
Illinois
(j)
667
30
697
(0)
0
667
30
697
4
2016
2016
24
Illinois
(h)
693
-
693
-
-
693
-
693
-

2008
-
Georgia
(i)
555
106
661
9
18
573
115
687
11
2015, 2018, 2019
2015
30
Illinois
(h)
684
-
684
-
0
684
-
684
-

2007
-
South Carolina
(l)
477
57
534
148
-
477
205
682
16
2017
2017
32
Illinois
(i)
681
-
681
-
0
681
-
681
-

2015
-
Illinois
(f)
505
-
505
-
173
678
-
678
-

2016
-
Illinois
(i)
667
-
667
-
1
668
-
668
-

2016
-
Illinois
(h)
448
100
548
110
-
448
210
658
13
2006, 2015
2003
50
Illinois
(o)
652
-
652
-
(0)
652
-
652
-
2018
2018
-

~~F-43~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Schedule III – Real Estate and Accumulated Depreciation~~

~~December 31, 2019~~

~~($ 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

Illinois
(f)
507
-
507
-
142
649
-
649
-

2016
-
Illinois
(f)
466
-
466
-
178
644
-
644
-

2016
-
Georgia
(i)
482
142
624
(0)
10
492
142
634
14
2016, 2017
2016
27
Illinois
(f)
746
-
746
-
(127)
619
-
619
-

2016
-
Illinois
(f)
939
-
939
-
(326)
613
-
613
-

2016
-
Illinois
(h)
610
-
610
-
(0)
610
-
610
-

2012
-
Illinois
(f)
744
-
744
-
(136)
608
-
608
-

2016
-
Colorado
(t)
374
201
575
2
30
404
203
608
54
2014, 2016, 2017
2014
11
Nebraska
(b)
607
-
607
-
(0)
607
-
607
-

2015
-
Georgia

469
108
577
25
0
469
133
603
9
2016
2016
36
Nebraska
(b)
561
-
561
-
41
602
-
602
-

2014
-
Illinois
(t)
527
37
564
16
-
527
53
580
3
2011
2011
50
Illinois
(j)
563
-
563
-
0
563
-
563
-

2016
-
North Carolina
(v)
554
-
554
-
0
554
-
554
-
2018
2018
-
Illinois
(f)
534
-
534
-
11
545
-
545
-

2016
-
Georgia
(i)
475
53
528
16
0
475
69
545
10
2015, 2018
2015
21
Illinois
(f)
536
-
536
-
(15)
521
-
521
-

2016
-
Illinois
(f)
447
-
447
-
74
521
-
521
-

2016
-
Nebraska
(c)
500
10
510
0
0
500
10
510
5
2015
2015
5
South Carolina

460
-
460
40
(0)
460
40
500
1
2019
2018
20
Kansas
(l)
319
181
500
-
-
319
181
500
26
2017, 2019
2017
20
Illinois
(h)
442
38
480
0
-
442
38
480
5
2009
2009
24
Illinois
(f)
601
-
601
-
(158)
443
-
443
-

2016
-
Illinois
(f)
362
-
362
-
76
438
-
438
-

2016
-
Illinois
(f)
499
22
521
25
(112)
387
47
434
3
2016, 2018
2016
29
South Carolina
(v)
354
-
354
79
0
354
79
433
5
2018, 2019
2018
40
Illinois
(f)
487
-
487
41
(96)
391
41
432
2
2017
2016
50
Illinois
(f)
576
-
576
-
(144)
432
-
432
-

2016
-
Illinois
(f)
254
-
254
-
174
428
-
428
-

2016
-
Illinois
(o)
428
-
428
-
0
428
-
428
-
2018
2018
-
Illinois
(f)
170
-
170
-
250
420
-
420
-

2016
-
Colorado
(t)
419
-
419
-
0
419
-
419
-

2014
-
Illinois
(h)
290
38
328
87
-
290
125
415
7
2006, 2015
2006
50
Illinois
(i)
371
-
371
38
(0)
371
38
409
2
2017
2016
50
Illinois
(f)
296
-
296
39
66
362
39
401
0

2016
-
Illinois
(f)
370
-
370
-
28
398
-
398
-

2016
-
Illinois
(b)
398
-
398
-
-
398
-
398
-

2008
-
Colorado
(i)
-
-
-
-
395
395
-
395
-

2015
-
Illinois
(f)
359
-
359
-
35
394
-
394
-

2016
-
Illinois
(h)
322
36
358
22
-
322
58
380
3
2006, 2017, 2018
2006
47
Illinois
(o)
363
-
363
-
0
363
-
363
-
2018
2018
-
Illinois
(t)
102
59
161
201
-
102
260
362
15
2006, 2017
2003
50
Illinois
(h)
271
73
344
16
0
271
89
360
5
2006, 2015
2001
50
Illinois
(f)
291
-
291
-
63
354
-
354
-

2016
-
Illinois
(f)
360
-
360
-
(9)
351
-
351
-

2016
-
Nebraska
(t)
342
4
346
(1)
(2)
341
4
344
0
2017
2014
27
Illinois
(f)
282
-
282
-
58
340
-
340
-

2016
-
Illinois
(t)
321
24
345
(8)
-
321
16
337
1
2011
2011
50
Kansas
(j)
235
90
325
3
(0)
235
93
328
13
2016, 2017
2016
21
Illinois
(f)
320
-
320
-
(2)
318
-
318
-

2016
-
Illinois
(f)
286
-
286
-
29
315
-
315
-

2016
-
North Carolina
(v)
310
-
310
-
0
310
-
310
-
2018
2018
-
Illinois
(f)
353
-
353
-
(44)
309
-
309
-

2016
-
Colorado
(t)
224
-
224
46
39
263
46
309
-

2014
-
Colorado
(t)
276
-
276
-
0
276
-
276
-

2014
-

~~F-44~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Schedule III – Real Estate and Accumulated Depreciation~~

~~December 31, 2019~~

~~($ In Thousands)~~

~~(a)~~

~~is part of a collateral pool for the $4.9 million First Farm Credit of Central Florida Bond~~

~~(b)~~

~~is part of a collateral pool for the $13.8. million Farmer Mac Bond #6~~

~~(c)~~

~~is part of a collateral pool for the $11.2 million Farmer Mac Bond #7~~

~~(d)~~

~~is part of a collateral pool for the $41.7 milllion Farmer Mac Bond #8A~~

~~(e)~~

~~is part of a collateral pool for the $6.6 million Farmer Mac Bond #9~~

~~(f)~~

~~is part of a collateral pool for the $87.9 million Met Life Bond #1~~

~~(g)~~

~~is part of a collateral pool for the $16.0 million Met Life Bond #2~~

~~(h)~~

~~is part of a collateral pool for the $21.0 million Met Life Bond #3~~

~~(i)~~

~~is part of a collateral pool for the $15.7 million Met Life Bond #4~~

~~(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 $17.2 million Met Life Bond #7~~

~~F-45~~

~~Table of Contents~~

~~Farmland Partners Inc.~~

~~Schedule III – Real Estate and Accumulated Depreciation~~

~~December 31, 2019~~

~~($ In Thousands)~~

~~(m)~~

~~is part of a collateral pool for the $44.0 million Met Life Bond #8~~

~~(n)~~

~~is part of a collateral pool for the $0.0 million Prudential Loan~~

~~(o)~~

~~is part of a collateral pool for the $17.0 million Rutledge Credit Facility 1~~

~~(p)~~

~~is part of a collateral pool for the $25.0 million Rutledge Credit Facility 2~~

~~(q)~~

~~is part of a collateral pool for the $25.0 million Rutledge Credit Facility 3~~

~~(r)~~

~~is part of a collateral pool for the $15.0 million Rutledge Credit Facility 4~~

~~(s)~~

~~is part of a collateral pool for the $30.0 million Rutledge Credit Facility 5~~

~~(t)~~

~~is part of a collateral pool for the $66.4 million Agrifinance Note~~

~~(u)~~

Other category is comprised of 100 farms in 7 states that on an individual basis make up less than 5% of gross total land plus improvements as of December 31, 2019. Approximately $1,606 is part of a collateral pool for the $13,827 Farmer Mac Bond #6, $510 is part of a collateral pool for the $11,160 Farmer Mac Bond #7, $19,689 is part of a collateral pool for the $87,942 Met Life Bond #1, $6,399 is part of a collateral pool for the $21,000 Met Life Bond #3, $4,988 is part of a collateral pool for the $15,685 Met Life Bond #4, $1,588 is part of a collateral pool for the $8,379 Met Life Bond #5, $1,182 is part of a collateral pool for the $17,153 Met Life Bond #7, $4,142 is part of a collateral pool for the $25,000 Rutledge Credit Facility 1, $5,546 is part of a collateral pool for the $66,400 Rabo Agrifinance Note, and $1,999 is part of a collateral pool for the $21,000 Met Life Bond #9

~~(v)~~

~~is part of a collateral pool for the $21.0 million Met Life Bond #9~~

~~(w)~~

~~all of the above properties listed in Schedule III are farms.~~

~~F-46~~

~~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,

2019

2018

2017
Real Estate:

Balance at beginning of year

$
1,108,016

$
1,094,155

$
595,598
Additions during period

Additions through construction of improvements

5,326

9,874

15,549
Disposition of property and improvements

(62,468)

(29,573)

(671)
Non cash acquisitions

-
Acquisitions through business combinations and/or asset acquisitions

36,893

33,560

483,679
Balance at end of year

$
1,087,767

$
1,108,016

$
1,094,155

Accumulated Depreciation:

Balance at beginning of year

$
18,148

$
10,261

$
3,215
Disposition of improvements

(947)

(190)

(80)
Additions charged to costs and expenses

8,022

8,077

7,126
Balance at end of year

$
25,223

$
18,148

$
10,261

Real Estate balance per schedule

$
1,087,767

$
1,108,016

$
1,094,155
Construction in progress

11,911

10,262

8,137
Other non-real estate

71

71

71
Balance per consolidated balance sheet

$
1,099,749

$
1,118,349

$
1,102,363

Accumulated depreciation per schedule

$
25,223

$
18,148

$
10,261
Other non-real estate

54

54

24
Balance per consolidated balance sheet

$
25,277

$
18,202

$
10,285

~~F-47~~

PART I
Item 1	Business	4
~~Item 1A~~	~~Risk Factors~~	12
~~Item 1B~~	~~Unresolved Staff Comments~~	33
~~Item 2~~	~~Properties~~	33
~~Item 3~~	~~Legal Proceedings~~	34
~~Item 4~~	~~Mine Safety Disclosures~~	35
~~PART II~~		6
Item 51A	Risk Factors	17
Item 1B	Unresolved Staff Comments	39
Item 2	Properties	39
Item 3	Legal Proceedings	39
Item 4	Mine Safety Disclosures	40
PART II
Item 5	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35 40
Item 6	~~Selected Financial Data~~[Reserved]	39 42
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40 43
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	57 58
Item 8	Financial Statements and Supplementary Data	57 58
Item 9	Changes and Disagreements with Accountants on Accounting and Financial Disclosure	58
~~Item 9A~~	~~Controls and Procedures~~	58
~~Item 9B~~	~~Other Information~~	59
~~PART III~~
Item 109A	Controls and Procedures	58
Item 9B	Other Information	59
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	59
PART III
Item 10	Directors, Executive Officers and Corporate Governance	59
Item 11	Executive Compensation	59
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59
Item 13	Certain Relationships and Related Transactions, and Director Independence	59
Item 14	Principal Accountant Fees and Services	59
~~PART IV~~		59
PART IV
Item 15	Exhibits and Financial Statement Schedules	60
Item 16	Form 10-K Summary	60
Signatures		64


($ in thousands)
Lease Type or Status - as of the date of this Annual Report	2020 Rent		%
Leases in place with third parties
Fixed rent (1)	$	32,381	72.8	%
Variable rent (2)		11,093	24.9	%

Leases being negotiated (3)		1,029	2.3	%
	$	44,503	100.0	%
Tenant Reimbursements		3,882
	$	48,385


	Period Ending
Index	12/31/14	12/31/15	12/31/16	12/31/17	12/31/18	12/31/19
Farmland Partners Inc.	100.00	110.24	117.39	96.41	52.91	81.39
S&P 500 Index	100.00	101.38	113.51	138.29	132.23	173.86
SNL U.S. REIT Equity Index	100.00	102.76	111.89	121.25	115.57	148.45
SNL U.S. REITs < $250M Implied Cap Index	100.00	94.87	123.64	130.12	104.49	73.27


								Total Number	Approximate
								of Shares	Dollar Value of
								Purchased as	Shares that May
								Part of	Yet Be
					Total			Publically	Purchased
	Total		Average		Preferred			Announced	Under the Share
	Common Shares		Price Paid		Shares	Average Price		Plans or	Repurchase
(in thousands except per share amounts)		Purchased	per Share		Repurchased	Paid Per Share		Programs	Program
October		—	$	—	—	$	—	—	$	1,843
November		—	$	—	—	$	—	—		1,843
December		122	$	6.74	—	$	—	122		1,020
Total		122	$	6.74	—	$	—	122	$	1,020



		% of				% of
($ in thousands)	Approximate	Approximate		Annual		Annual
Year Ending December 31,	Acres	Acres		Cash Rents		Cash Rents
2020	41,163	28.4	%	$	10,225	19.5	%
2021	46,424	32.1	%		9,396	17.9	%
2022	20,156	13.9	%		4,516	8.6	%
2023	14,126	9.8	%		2,671	5.1	%
2024	10,933	7.6	%		727	1.4	%
2025 and beyond	11,863	8.2	%		25,033	47.6	%
	144,665	100	%	$	52,568	100	%


($ in thousands)	Payments Due by Period
Contractual Obligations	2020		2021-2023		2024-2026		2027 & beyond		Total
Principal Payments of
Long-Term Indebtedness	$	48,574	$	116,615	$	171,914	$	175,749	$	512,852
Interest Payments on
Fixed-Rate Long-Term Indebtedness		11,167		30,836		29,455		32,501		103,959
Variable-Rate Long-Term Indebtedness		6,311		11,174		6,708		2,605		26,798
Commitment on Mortgage Note Receivable		-		-		-		-		-
Lease Payments		75		-		-		-		75
Capital Commitments		-		-		-		-		-
Total	$	66,127	$	158,625	$	208,077	$	210,855	$	643,684


	For the year ended December 31,
($ in thousands except per share data)	2019		2018		2017
Net income (loss)	$	14,850	$	14,040	$	9,158
(Gain) loss on disposition of assets		(7,841)		(2,882)		200
Depreciation and depletion		8,320		8,544		7,792
FFO		15,329		19,702		17,150

Stock based compensation		1,527		1,653		1,409
Indirect equity offering costs		—		—		—
Real estate related acquisition and due diligence costs		—		181		1,811
Distributions on preferred units		(12,486)		(12,563)		(6,856)
AFFO	$	4,370	$	8,973	$	13,514

AFFO per diluted weighted average share data:

AFFO weighted average common shares		32,938		37,083		37,358

Net income (loss) available to common stockholders	$	0.04	$	(0.01)		0.03
Income attributable to redeemable non-controlling interest and non-controlling interest in operating partnership		0.40		0.39		0.21
Depreciation and depletion		0.25		0.23		0.21
Stock based compensation		0.05		0.04		0.04
(Gain) loss on disposition of assets		(0.24)		(0.08)		—
Real estate related acquisition and due diligence costs		—		0.01		0.05
Distributions on preferred units		(0.37)		(0.34)		(0.18)
AFFO per diluted weighted average share	$	0.13	$	0.24		0.36