Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 25, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | AFCO | |
Entity Registrant Name | AMERICAN FARMLAND COMPANY | |
Entity Central Index Key | 1,474,777 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 16,890,847 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS: | ||
Investment in real estate—net | $ 171,061,603 | $ 140,104,858 |
Cash and cash equivalents | 3,328,247 | 7,466,642 |
Rent receivable | 409,888 | 1,549,175 |
Deferred financing costs, net | 462,038 | 146,467 |
Deferred offering costs | 5,172,721 | 1,363,388 |
Other assets | 414,815 | 466,282 |
Total assets | 180,849,312 | 151,096,812 |
LIABILITIES: | ||
Borrowings under credit facility | 52,200,000 | 20,400,000 |
Accrued expenses and other liabilities | 1,953,521 | 2,856,580 |
Capital received in advance | 5,250,000 | |
Performance fee payable to AFA | 1,463,795 | 1,231,398 |
Management fee payable to AFA | 457,794 | 331,143 |
Unearned rent | 959,294 | 1,587,976 |
Total liabilities | $ 57,034,404 | $ 31,657,097 |
Commitments and contingencies | ||
EQUITY: | ||
Common stock, $0.01 par value—300,000,000 shares authorized; 10,890,847 shares issued and outstanding at September 30, 2015 and 10,436,902 shares issued and outstanding at December 31, 2014 | $ 108,908 | $ 104,369 |
Preferred stock, $0.01 par value—29 shares issued and outstanding at both September 30, 2015 and December 31, 2014 | ||
Additional paid-in-capital | $ 110,690,875 | $ 105,445,855 |
Accumulated deficit | (7,562,751) | (6,672,472) |
Company stockholders’ equity | 103,237,032 | 98,877,752 |
Non-controlling interests in operating partnership | 20,577,876 | 20,561,963 |
Total equity | 123,814,908 | 119,439,715 |
Total liabilities and equity | $ 180,849,312 | $ 151,096,812 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 10,890,847 | 10,436,902 |
Common stock, shares outstanding | 10,890,847 | 10,436,902 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 29 | 29 |
Preferred stock, shares outstanding | 29 | 29 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING REVENUES | ||||
Fixed rent | $ 1,273,446 | $ 729,040 | $ 3,809,739 | $ 2,330,893 |
Participating rent | 545,716 | 431,884 | 2,875,280 | 2,359,923 |
Recovery of real estate taxes | 119,545 | 74,448 | 350,304 | 228,531 |
Other income | 20,935 | 3,750 | 62,735 | 64,225 |
Total operating revenues | 1,959,642 | 1,239,122 | 7,098,058 | 4,983,572 |
OPERATING EXPENSES | ||||
Depreciation | 517,223 | 395,014 | 1,410,517 | 1,130,049 |
Management and performance fees—related party | 715,060 | 413,518 | 2,739,856 | 1,572,905 |
Property operating expenses | 312,741 | 231,235 | 1,117,155 | 929,174 |
Acquisition-related expenses | 44,712 | |||
Professional fees | 139,041 | 87,537 | 373,352 | 283,682 |
General and administrative expenses | 40,710 | 32,380 | 187,425 | 149,377 |
Total operating expenses | 1,724,775 | 1,159,684 | 5,828,305 | 4,109,899 |
OPERATING INCOME | 234,867 | 79,438 | 1,269,753 | 873,673 |
Other (income) expenses: | ||||
Interest income | (302) | (317) | (1,200) | (1,796) |
Interest expense and financing costs | 189,613 | 25,682 | 403,103 | 68,290 |
Total other expense | 189,311 | 25,365 | 401,903 | 66,494 |
INCOME BEFORE (LOSS) GAIN ON SALE OF LAND | 45,556 | 54,073 | 867,850 | 807,179 |
(Loss) gain on sale of land | (6,916) | 47,701 | ||
INCOME BEFORE INCOME TAXES | 45,556 | 47,157 | 867,850 | 854,880 |
Income tax provision | (79,832) | |||
NET INCOME | 45,556 | 47,157 | 788,018 | 854,880 |
Less net income attributable to non-controlling interests | 54,203 | 36,867 | 316,941 | 252,784 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (8,647) | $ 10,290 | $ 471,077 | $ 602,096 |
EARNINGS (LOSS) PER COMMON SHARE | ||||
Basic and diluted | $ 0 | $ 0 | $ 0.04 | $ 0.06 |
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING | ||||
Basic and diluted | 10,890,847 | 10,419,996 | 10,890,847 | 10,398,726 |
Consolidated Statements Changes
Consolidated Statements Changes in Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid in Capital | Treasury Stock | Accumulated Deficit | Non-Controlling Interests |
Beginning Balance at Dec. 31, 2013 | $ 116,836,259 | $ 104,445 | $ 105,407,077 | $ (4,362,265) | $ (4,779,920) | $ 20,466,922 |
Beginning Balance (in shares) at Dec. 31, 2013 | 10,444,584 | |||||
Retirement of treasury stock | $ (4,052) | (4,358,213) | $ 4,362,265 | |||
Retirement of treasury stock (in shares) | (405,200) | |||||
Issuance of stock— securities sales | 4,160,000 | $ 3,668 | 4,096,332 | 60,000 | ||
Issuance of stock— securities sales (in shares) | 366,768 | |||||
Issuance of stock— reinvestment of dividends | 155,681 | $ 138 | 155,543 | |||
Issuance of stock— reinvestment of dividends (in shares) | 13,844 | |||||
Offering costs | (50,375) | (41,535) | (8,840) | |||
Net income | 854,880 | 602,096 | 252,784 | |||
Dividends and distributions | (1,601,092) | (1,300,769) | (300,323) | |||
Ending Balance at Sep. 30, 2014 | 120,355,353 | $ 104,199 | 105,259,204 | (5,478,593) | 20,470,543 | |
Ending Balance (in shares) at Sep. 30, 2014 | 10,419,996 | |||||
Beginning Balance at Dec. 31, 2014 | 119,439,715 | $ 104,369 | 105,445,855 | (6,672,472) | 20,561,963 | |
Beginning Balance (in shares) at Dec. 31, 2014 | 10,436,902 | |||||
Issuance of stock— securities sales | 5,250,000 | $ 4,539 | 5,245,461 | |||
Issuance of stock— securities sales (in shares) | 453,945 | |||||
Offering costs | (532) | (441) | (91) | |||
Net income | 788,018 | 471,077 | 316,941 | |||
Dividends and distributions | (1,662,293) | (1,361,356) | (300,937) | |||
Ending Balance at Sep. 30, 2015 | $ 123,814,908 | $ 108,908 | $ 110,690,875 | $ (7,562,751) | $ 20,577,876 | |
Ending Balance (in shares) at Sep. 30, 2015 | 10,890,847 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 788,018 | $ 854,880 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 1,410,517 | 1,130,049 |
Gain on sale of land | (47,701) | |
Amortization of deferred financing costs | 51,409 | 24,363 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in other assets | 51,467 | (335,112) |
Decrease (increase) in rent receivable | 1,139,287 | (33,201) |
(Decrease) increase in unearned rent | (628,682) | 447,452 |
(Decrease) increase in accrued expenses and other liabilities | (283,166) | 213,735 |
Increase (decrease) in performance fee payable to AFA | 232,397 | (242,160) |
Increase in management fee payable to AFA | 126,651 | 19,584 |
Net cash provided by operating activities | 2,887,898 | 2,031,889 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of real estate investments | (25,080,819) | (1,721,929) |
Capital expenditures on real estate investments | (7,286,443) | (5,517,223) |
Proceeds from sale of land | 257,675 | |
Deposits for acquisition of real estate investments | (190,000) | |
Net cash used in investing activities | (32,367,262) | (7,171,477) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of stock—securities sales | 4,160,000 | |
Proceeds from borrowings under credit facility | 31,800,000 | |
Offering costs paid | (4,398,803) | (50,375) |
Financing costs paid | (366,980) | (923) |
Dividends paid to shareholders | (1,392,311) | (1,147,665) |
Distributions paid to non-controlling interests | (300,937) | (300,323) |
Net cash provided by financing activities | 25,340,969 | 2,660,714 |
Net decrease in cash and cash equivalents | (4,138,395) | (2,478,874) |
Cash and cash equivalents at beginning of period | 7,466,642 | 4,213,056 |
Cash and cash equivalents at end of period | 3,328,247 | 1,734,182 |
NON-CASH INVESTING INFORMATION | ||
Deposits for real estate investments paid in 2013, closed in 2014 | 50,000 | |
NON-CASH FINANCING INFORMATION | ||
Reinvestment of dividends | 155,681 | |
Dividends declared in one period and paid in a subsequent period | 166,425 | 194,880 |
Subscriptions received in prior year | 5,250,000 | |
Accrued deferred offering costs | 3,809,333 | |
SUPPLEMENTAL DISCLOSURE | ||
Cash interest paid | $ 347,910 | $ 32,584 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. ORGANIZATION American Farmland Company (together with its subsidiaries, the “Company”), a Maryland corporation, was established on October 9, 2009, and commenced its operations on October 15, 2009, for purposes of investing in farmland principally located in the United States. The Company conducts all of its activities through American Farmland Company L.P. (the “Operating Partnership”), a Delaware limited partnership. The Company owned 81.1% and 80.8% of the common limited partnership interests in the Operating Partnership at September 30, 2015 and December 31, 2014, respectively. The Company is the sole general partner of the Operating Partnership. Prior to its internalization on October 23, 2015 (the “Internalization Transaction”), American Farmland Advisors LLC (“AFA”) was the external advisor of the Operating Partnership as well as its co-general partner (see Note 13). Since inception, affiliates of the members of AFA (the “Founders”) contributed $21,145,000 in capital to the Operating Partnership through September 30, 2015 and December 31, 2014, respectively, in addition to the capital provided to the Company from the proceeds of issuance of common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying interim consolidated financial statements are unaudited and include the accounts of the Company, the Operating Partnership and its wholly owned limited liability companies. All intercompany transactions and balances have been eliminated. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the condensed consolidated financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of December 31, 2014 and 2013 and for the years then ended. We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the operating results for the full year. Certain prior period balances have been reclassified in order to conform to current period presentation. Cash and Cash Equivalents — The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents include an investment in a commercial paper fund and a money market fund. The Company maintains cash balances in major banks which, at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation (FDIC). The Company had funds on deposit in excess of amounts insured by the FDIC; however, the Company believes the credit risk related to these deposits is minimal. Investments in Real Estate — Investments in real estate consist of farmland and improvements made to the farmland, consisting of buildings, wells, irrigation and drain systems, and trees and vines acquired in connection with the land purchase. Investments in real estate are recorded at cost. Improvements, replacements and costs of development for new trees and vines or the repurposing of raw land are capitalized when they extend the useful life or improve the use of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives range from ten to fifteen years for land improvements, twenty-five years for buildings, one to thirty years for trees and vines, and five and eight years for fixtures and equipment. In some cases we acquire farmland without a lease in place, with newly-originated leases where the seller or related party is not the tenant, or in sale-leaseback transactions with newly-originated leases. These transactions are accounted for as asset acquisitions under Accounting Standards Codification (“ASC”) 360, “Property, Plant and Equipment.” In the case of an asset acquisition, the transaction costs incurred are capitalized as part of the purchase price of the asset. Other acquisitions involve the acquisition of farmland that is already being operated as rental property and has a lease in place that is assumed at the time of acquisition, which are considered to be business combinations under ASC 805 “Business Combinations.” ASC 805 requires that all transaction costs related to the acquisition be expensed as incurred, rather than capitalized. Whether an acquisition is treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the purchase price must be allocated to the tangible assets acquired and liabilities assumed (if any) consisting of land, buildings, improvements, trees and vines, long-term debt (if any), and identifiable intangible assets and liabilities, typically the value of any in-place leases, as well as above-market and below-market leases, based in each case on their fair values. Management’s estimates of fair value are made using methods similar to those used by independent appraisers, such as a sales comparison approach, a cost approach, and an income capitalization approach (utilizing a discounted cash flow analysis). Factors considered by management in its analysis include an estimate of carrying costs during hypothetical, expected lease-up periods, taking into consideration current market conditions and costs to execute similar leases and the commodity prices for the crops grown and productivity on such properties, where the lease will include a participation in the gross revenues earned by the tenant. Management also considers information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed. In estimating carrying costs, management also includes real estate taxes, insurance and other operating expenses and estimates of lost rental income at market rates during the hypothetical, expected lease-up periods, which primarily range from 3 to 12 months, depending on specific local market conditions. Management also estimates costs to execute similar leases, including legal and other related expenses, to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction. Management allocates purchase price to the fair value of the tangible assets and liabilities of an acquired property by valuing the property as if it were vacant. The “as-if-vacant” value is allocated to land, buildings, improvements and trees and vines based on management’s determination of the fair values of these assets. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in- place leases, measured over a period equal to the remaining, non-cancelable term of the lease. The total amount of other intangible assets acquired will be further allocated to in-place lease values based on management’s evaluation of the specific characteristics of each tenant’s lease. When determining the non- cancelable term of the lease, fixed-rate renewal options, if any, are evaluated to see if they should be included. Prior to 2013, all acquired leases were determined to be at market. In connection with one of our 2013 acquisitions, we allocated $125,000 of the purchase price to a below-market lease, which terminated December 15, 2014. The fair value of capitalized below-market lease intangibles, included in the accompanying consolidated balance sheets as part of other liabilities, is amortized into rental income over the remaining, non-cancelable term of the lease. $27,778 and $83,333 was amortized during the three months ended September 30, 2014 and nine months ended September 30, 2014, respectively. In-place leases will be amortized over the remaining term of the lease. Should a tenant terminate its lease, the unamortized portion of any above-market and below-market lease values, in-place lease values and any associates intangibles will be immediately charged to the related income or expense. We account for the impairment of real estate, including intangible assets, in accordance with ASC 360-10-35, “Property, Plant, and Equipment,” which requires us to periodically review the carrying value of each property to determine whether circumstances indicate impairment of the carrying value of the investment exists or if depreciation periods should be modified. If circumstances support the possibility of impairment, we prepare a projection of the undiscounted future cash flows, without interest charges, of the specific property and determine whether the carrying value of the investment in such property is recoverable. In performing the analysis, we consider such factors as agricultural and business conditions in the regions in which our farms are located, and the development period (if applicable), and whether there are indications that the fair value of the real estate has decreased. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. We evaluate our entire property portfolio each quarter for any impairment indicators and perform an impairment analysis. We concluded that none of our properties were impaired as of September 30, 2015 or December 31, 2014 and we will continue to monitor our portfolio for any indicators of impairment. There have been no impairments recognized on real estate assets since our inception. Stock — There were 300,000,000 shares of common stock, par value $0.01 per share, authorized with 10,890,847 issued and outstanding as of September 30, 2015 and 10,436,902 shares issued and outstanding as of December 31, 2014. There were 35 shares of 8% Series A Cumulative Non-Voting Preferred Stock, par value $0.01 per share, authorized as of September 30, 2015 and December 31, 2014 with 29 issued and outstanding as of both of those dates. Non-Controlling Interests — Non-controlling interest is the portion of capital in the Operating Partnership not attributable to the Company. Our non-controlling interests relate to the Founders’ capital accounts and the de minimis capital account of AFA in the Operating Partnership. Non-controlling interests are reported in equity on the consolidated balance sheets but separate from the Company’s stockholders’ equity. On the consolidated statements of operations, the Operating Partnership is reported at the consolidated amount, including both the amount attributable to the Company and non-controlling interests. Other Assets — Other assets primarily comprise prepaid expenses, deposits on potential farm acquisitions, deposits on trees to be acquired for development purposes and other miscellaneous receivables. We account for deferred offering costs in accordance with SEC Staff Accounting Bulletin (“SAB”), Topic 5.A, which states that incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering. Accordingly, we record costs incurred related to public offerings of equity securities on our consolidated balance sheet and pro-ratably apply these amounts to the proceeds of equity as stock is issued. The deferred offering costs on our consolidated balance sheet as of September 30, 2015 and December 31, 2014 will be applied to the proceeds of equity in connection with our initial public offering (“IPO Transaction”) which closed in the fourth quarter of 2015. Fair value of financial instruments - The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 825 “Financial Instruments” approximates the carrying amounts presented in the consolidated balance sheets. Operating Revenues — All leases on farms are classified as operating leases and the related base or fixed rental income from the farms is recognized on a straight-line basis commencing from the effective date of the lease or the acquisition date of the property in the case of in-place leases on properties acquired. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rent receivable. Participating rent is recorded when all contingencies have been resolved such that the tenant is entitled to gross revenues from a packing house, wine producer, shipper, huller processor or other marketing, processing or distributing entity which enables the Company to estimate and/or measure its share of such gross revenues. As a result, depending on the circumstances described above for a particular lease, in certain instances, participating rent will be recognized by the Company in the year the crop was harvested, and in other instances, participating rent will be recognized partially in the year of the harvest and the balance in the year following the harvest, or entirely in the year following the harvest. Recovery of expenses represents revenues from tenant leases that provide for the recovery of all or a portion of the real estate taxes of the respective property. The revenue is accrued in the same periods as the expense is incurred. Income Taxes — The Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. No provision has been made in the accompanying financial statements for federal, state or local income taxes for the Operating Partnership, as each partner is individually responsible for reporting their share of the Partnership’s income or loss on their own tax returns. The Company operates in a manner intended to enable it to qualify as a REIT under Sections 856-860 of the Internal Revenue Code. Under these sections, a real estate investment trust, which distributes at least 90% of its real estate investment trust taxable income (determined without regard to the deduction for dividends paid and excluding capital gains) to its stockholders each year and that meets certain other conditions, will not be subject to federal income taxes on that portion of its taxable income that is distributed to its stockholders. To the extent that the Company satisfies its annual distribution requirement but distributes less than 100% of taxable income, it will be subject to an excise tax on undistributed taxable income. The Company is subject to federal income taxation in the event it generates taxable income from prohibited transactions. The condensed consolidated statement of operations for the nine months ended September 30, 2015 includes $79,832 as a provision for income taxation resulting from prohibited transactions. The prohibited transactions arise from revenue received from trees on farms undergoing development before the trees get to their fully mature and leasable stage. The Company accounts for certain tax positions in accordance with ASC 740 “Income Taxes.” ASC No. 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-65, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has greater than 50% likelihood of being realized upon ultimate settlement. ASC No. 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes and accounting in interim periods and requires increased disclosures. As of September 30, 2015 and December 31, 2014, the Company does not have a liability for uncertain tax positions. Potential interest and penalties associated with such uncertain tax positions would be recorded as a component of the income tax provision. As of September 30, 2015, the tax years ended December 31, 2011 through December 31, 2014 remain open for an audit by the Internal Revenue Service. Management does not believe the Company has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months. New Accounting Pronouncements - In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014‑08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) (“ASU 2014‑08”). ASU 2014‑08 changes the criteria for a disposal to qualify as a discontinued operation and requires additional disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014‑08 is effective for us on January 1, 2015. This pronouncement has had no impact on our financial statements. In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU No. 2014‑15, Presentation of Financial Statements Going Concern (Subtopic 205‑40) In February 2015, the FASB issued ASU No. 2015‑02, Consolidation (Topic 810): Amendments to the Consolidation Analysis |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. FAIR VALUE MEASUREMENTS ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishes a hierarchy for inputs used in valuation techniques to measure fair value and prioritizes those inputs that are observable (inputs based on independent market data) and those inputs that are unobservable (inputs developed internally). Cash equivalents measured at fair value are classified in one of the following fair value hierarchy levels based on the lowest level of input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. Management uses judgment in determining fair value of assets and liabilities; and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 - quoted prices in markets that are not active for identical or similar assets or liabilities, quoted prices in active markets for similar assets or liabilities, and inputs other than quoted prices that are observable or can be corroborated by observable market data; Level 3 - inputs that are unobservable and significant to the fair value measurement, including inputs that are not derived from market data or cannot be corroborated by market data. |
Investments in Real Estate
Investments in Real Estate | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Investments in Real Estate | 4. INVESTMENTS IN REAL ESTATE Investments in real estate as of September 30, 2015 and December 31, 2014 are comprised of the following: September 30, 2015 December 31, 2014 Land $ 110,268,834 $ 98,568,755 Land improvements 3,552,861 2,518,785 Buildings 1,191,000 1,191,000 Trees and vines 34,892,618 23,967,899 Development costs 23,395,263 15,435,912 Fixtures and equipment 2,707,197 1,958,160 176,007,773 143,640,511 Less accumulated depreciation (4,946,170 ) (3,535,653 ) Investments in real estate, net $ 171,061,603 $ 140,104,858 Depreciation expense for the three months ended September 30, 2015 and 2014 was $517,223 and $395,014, respectively and $1,410,517 and $1,130,049 for the nine months ended September 30, 2015 and 2014, respectively. In 2013, 79 of the gross 518 acres of our Macomb Farm property, a commodity row crop property in Illinois, were expropriated by the Illinois Department of Transportation for purposes of building a new state road. The State of Illinois paid the Operating Partnership a total of $1,723,800, of which $1,106,300 was attributable to the acreage expropriated and $617,500 was attributable to the diminished value of the remaining acreage. The Operating Partnership disputed the overall consideration paid by the State of Illinois. A settlement for additional compensation was reached in February 2014 with the State of Illinois, whereby the Operating Partnership received $257,675 in additional compensation, $61,700 of which related to the acreage expropriated and $183,650 of which related to the diminution in value of the remaining acreage. The Company realized gains of $47,701 during the nine months ended September 30, 2014 and a loss of $6,916 for the three months ended September 30, 2014, related to the Macomb Farm expropriation. The Company has the following properties as of September 30, 2015 and December 31, 2014: September 30, December 31, Farm Crops Acquisition Date(s) Acreage Gross/Tillable 2015 Net Book Value 2014 Net Book Value Permanent Crops Kimberly Vineyard Wine grapes Aug.10, 2010/ Dec. 9, 2014 260G / 245T $ 12,630,748 $ 12,753,834 Golden Eagle Ranch Almonds Mar. 9, 2012/ Aug. 14, 2012/ Aug. 18, 2015 1,247G/1,186T 19,562,641 14,878,941 Quail Run Vineyard Wine grapes Nov. 16,2012 240G / 223T 9,613,465 9,348,222 Blue Heron Farms Walnuts Nov. 1, 2013 430G/380T 13,727,828 13,745,511 Falcon Farms Pecans Nov. 14, 2014 1,840G/1,165T 8,226,554 8,122,301 Kingfisher Ranch Pistachios Aug. 21, 2015 623G / 511T 19,834,536 — 83,595,772 58,848,809 Commodity Row Pleasant Plains Farm Corn, soybeans Jul. 9, 2010 1,196G/1,159T $ 8,750,000 $ 8,750,000 Macomb Farm Corn, soybeans Dec. 16, 2010 434G/422T 2,556,612 2,547,230 Tillar Farm Cotton, soybeans, rice May 4, 2011 1,444G/1,248T 4,092,470 4,093,873 Kane County Farms Corn, soybeans Jun. 28, 2011 1,652G/1,617T 17,163,900 17,164,800 32,562,982 32,555,903 Specialty Vegetable Row Sweetwater Farm Vegetables Dec. 30, 2010 1,624G/1,450T $ 5,087,188 $ 5,133,487 Sandpiper Ranch Vegetables and berries Dec. 22, 2011/ Apr. 26, 2012 184G/158T 7,700,996 7,725,487 12,788,184 12,858,974 Development Roadrunner Ranch Seedless citrus Apr. 7, 2011/ Sep. 13, 2011 244G/227T $ 7,146,930 $ 6,653,561 Condor Ranch Lemons and avocados Nov. 30, 2011/ Dec. 16, 2011 786G/261T 9,380,747 8,858,347 Grassy Island Groves Citrus Dec. 27, 2012 623G/451T 4,655,582 3,737,256 Blue Cypress Vegetables Feb. 22, 2013 2,694G/2,036T 11,347,640 10,063,007 Hawk Creek Ranch Pistachios Oct. 14, 2013/ Feb. 25, 2014 524G/425T 7,656,692 5,482,429 Pintail Vineyards Wine grapes Nov.5, 2013 91G/87T 1,927,074 1,046,572 42,114,665 35,841,172 Total $ 171,061,603 $ 140,104,858 On August 18, 2015, the Company closed on a second tranche of a property for Golden Eagle Ranch located in Merced County, California (aggregating 135 gross acres – 130 tillable) for the purchase consideration of $5,210,599. The property is planted with almonds. The purchase of this property was treated as an asset acquisition. On August 21, 2015, the Company closed on the purchase of a property for Kingfisher Ranch located in Fresno County, California (aggregating 623 gross acres – 511 tillable) for the purchase consideration of $19,870,220. The property is planted with pistachios. The purchase of this property was treated as an asset acquisition. We determined the fair value of the assets acquired during the nine months ended September 30, 2015 to be as follows: Farm Land Land improvements Trees and Vines Capital expenditures Fixtures and equipment Total purchase price Golden Eagle Ranch II $ 3,700,722 $ 76,031 $ 1,433,846 $ — $ — $ 5,210,599 Kingfisher Ranch 8,017,552 606,973 9,490,873 1,299,592 455,230 19,870,220 $ 11,718,274 $ 683,004 $ 10,924,719 $ 1,299,592 $ 455,230 $ 25,080,819 The allocation of the purchase price is preliminary and subject to change. There were no asset acquisitions during the nine months ended September 30, 2014. On February 25, 2014, the Company closed on a second tranche of a property for Hawk Creek Ranch located in Yolo County, California (aggregating 180 gross acres – 164 tillable) for the purchase consideration of $1,771,929. The property was farmed for row crops, but it is in the process of being cleared and leveled for development for pistachios together with the first tranche of the Hawk Creek property. The purchase of this property was treated as a business combination. For the Hawk Creek Ranch business acquisition we did not present pro forma information for the nine months ended September 30, 2014 and 2015, since the total impact to the revenues and income would not be material to the financial statements. We determined the fair value of the assets acquired during the nine months ended September 30, 2014 to be as follows: Farm Land Land improvements Fixtures and equipment Total purchase price Hawk Creek Ranch II $ 1,711,929 $ 40,000 $ 20,000 $ 1,771,929 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Accounts Payable And Accrued Liabilities Current And Noncurrent [Abstract] | |
Accrued Expenses and Other Liabilities | 5. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities as of September 30, 2015 and December 31, 2014 consisted of the following: September 30, 2015 December 31, 2014 Accrued dividends payable $ 166,425 $ 197,380 Accrued accounting fees 435,446 442,000 Accrued real estate taxes 365,625 142,436 Accrued legal fees 211,963 824,734 Accrued interest payable 15,485 11,702 Accrued other 758,577 1,238,328 Total $ 1,953,521 $ 2,856,580 |
Borrowings Under Credit Facilit
Borrowings Under Credit Facility | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Borrowings Under Credit Facility | 6. BORROWINGS UNDER CREDIT FACILITY The Operating Partnership entered into a $25.0 million revolving credit facility on December 5, 2013 to provide funds for potential acquisitions, development of existing properties and other corporate purposes. This credit facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.3255% and 0.2552% at September 30, 2015 and December 31, 2014, respectively). The Operating Partnership is required to pay any interest due quarterly in arrears beginning January 1, 2014 and any unpaid interest and drawn principal is due and payable in full on January 1, 2019 (“Maturity Date”). The minimum advance under the terms of this credit facility is $500,000 and may be repaid at any time prior to the Maturity Date. This credit facility is secured by a first mortgage over, and assignment of leases from, the Pleasant Plains Farm, Macomb Farm, Kane County Farms, Sweetwater Farm and Tillar Farm properties. The Operating Partnership pays a 0.25% per annum non usage fee. Pursuant to the terms of this credit facility, the properties securing this credit facility must have an aggregate appraised value such that the amount of this credit facility is 50% or less of the aggregate appraised value of such properties. The amount outstanding under this credit facility was $25,000,000 as of September 30, 2015 and $20,250,000 as of December 31, 2014. The fair value of the borrowings under this credit facility as of September 30, 2015 was approximately $25.0 million, comparable to our carrying value of $25.0 million. On January 14, 2015, the Company entered into an additional $25.0 million revolving credit facility to provide funds for potential acquisitions, development of existing properties and other corporate purposes. This credit facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.3255% at September 30, 2015). The Operating Partnership is required to pay any interest due quarterly in arrears beginning April 1, 2015 and any unpaid interest and drawn principal is due and payable in full on January 1, 2020 (“Second Maturity Date”). The minimum advance under the terms of this credit facility is $500,000 and may be repaid at any time prior to the Second Maturity Date. This credit facility is secured by a first mortgage over and assignment of leases from the Sandpiper Ranch, Quail Run Vineyard, Golden Eagle Ranch and Blue Heron Farms properties. The Operating Partnership pays a 0.25% per annum non-usage fee. Pursuant to the terms of this credit facility, the properties securing this credit facility must have an aggregate appraised value such that the amount of the credit facility is 50% or less of the aggregate appraised value of such properties. The amount outstanding under this credit facility is $25,000,000 as of September 30, 2015. The fair value of the borrowings under this credit facility as of September 30, 2015 was approximately $25.0 million, comparable to our carrying value of $25.0 million. On August 18, 2015, the Company entered into a third $25.0 million revolving credit facility to provide funds for potential acquisitions, development of existing properties and other corporate purposes. This credit facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.3255% at September 30, 2015). The Operating Partnership is required to pay any interest due quarterly in arrears beginning October 1, 2015 and any unpaid interest and drawn principal is due and payable in full on August 1, 2020 (“Third Maturity Date”). The minimum advance under the terms of this credit facility is $500,000 and may be repaid at any time prior to the Third Maturity Date. This credit facility is secured by a first mortgage over and assignment of leases from the Kimberly Vineyard, Roadrunner Ranch, Condor Ranch, Blue Cypress and Grassy Island Groves properties. The Operating Partnership pays a 0.25% per annum non-usage fee. Pursuant to the terms of this credit facility, the properties securing this credit facility must have an aggregate appraised value such that the amount of this credit facility is 50% or less of the aggregate appraised value of such properties. The amount outstanding under this credit facility is $2,200,000 as of September 30, 2015. The fair value of the borrowings under this credit facility as of September 30, 2015 was approximately $2.2 million, comparable to our carrying value of $2.2 million. The fair value of the borrowings under the credit facilities fall within Level 3 of the fair value hierarchy. We believe we are in compliance with covenants of each of these credit facilities. The Operating Partnership incurred costs of $549,968 (inclusive of one-time 0.25% commitment fees) in arranging the three credit facilities and are being amortized as interest expense on a straight-line basis over the period of the agreements. The amortized deferred financing costs included in interest expense amounted to $21,037 and $9,131 for the three months ended September 30, 2015 and 2014, respectively, and $51,409 and $24,363 for the nine months ended September 30, 2015 and 2014, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. RELATED PARTY TRANSACTIONS Prior to the Internalization Transaction, the limited partnership agreement of the Operating Partnership provided that the Operating Partnership pay AFA a management fee in arrears calculated at the annual rate of (i) 1% of the Company’s share of the Gross Asset Value, as defined, of the Operating Partnership as of the end of the immediately preceding calendar quarter and (ii) 0.5% of the Founders’ share of the Gross Asset Value of the Operating Partnership as of the end of the immediately preceding calendar quarter. The management fee for the three months ended September 30, 2015 and 2014 amounted to $457,794 and $329,714, respectively and $1,276,061 and $965,714 for the nine months ended September 30, 2015 and 2014, respectively. Prior to the Internalization Transaction, AFA utilized the management fees received from the Operating Partnership to pay the Agricultural Sub-Adviser their fees. After the Internalization Transaction, AFA which will be a wholly owned subsidiary of the Operating Partnership, will pay the Agricultural Sub-Adviser a sub-advisory fee equal to the annual rate of 1.0% of the appraised value of the Operating Partnership’s properties at the end of each calendar quarter. As the Internalization Transaction occurred subsequent to September 30, 2015, AFA is entitled to a performance fee equal to 15% of the Funds From Operations (as defined) allocated to the capital account of the Company in the Operating Partnership each fiscal year. AFA is also entitled to 10% of the Funds From Operations allocated to each Founder’s capital account in the Operating Partnership each fiscal year. The performance fee on Funds From Operations amounted to $113,677 and $73,610 for the three months ended September 30, 2015 and 2014, respectively and $522,436 and $360,554 for the nine months ended September 30, 2015 and 2014, respectively. As the Internalization Transaction occurred subsequent to September 30, 2015, AFA is entitled to an additional performance fee equal to two-thirds of 15% of the net capital appreciation allocated to the capital account of the Company in the Operating Partnership each fiscal year. AFA is entitled to one-third of 15% of the net realized capital appreciation allocated to the capital account of the Company in the Operating Partnership each fiscal year. AFA is also entitled to two-thirds of 10% and one‑third of 10% of net capital appreciation and net realized capital appreciation, respectively, allocated to each Founder’s capital account in the Operating Partnership each fiscal year. The performance fee on net capital appreciation (realized and unrealized) amounted to $143,588 and $10,194 for the three months ended September 30, 2015 and 2014, respectively and $941,359 and $246,637 for the nine months ended September 30, 2015 and 2014, respectively. These performance fees are reflected in management and performance fees related party on the condensed consolidated statements of operations. Pursuant to the Internalization Transaction (see Note 13), none of the partners in the Operating Partnership are assessed performance fee on Funds from Operations and capital appreciation after October 23, 2015. The Operating Partnership paid an affiliate of the Managing Member of AFA $7,500 for both of the three months ended September 30, 2015 and 2014 and $22,500 for both of the nine months ended September 30, 2015 and 2014, as a fee for providing administrative and accounting services to the Company and the Operating Partnership. Pursuant to the Internalization Transaction (see Note 13), the Company has entered into a Transitional Services Agreement with an affiliate of the Founders, whereby the affiliate provides administrative and accounting services and other support to the Company and the Operating Partnership. |
Earnings (Loss) Per Share of Co
Earnings (Loss) Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share of Common Stock | 8. EARNINGS (LOSS) PER SHARE OF COMMON STOCK The following tables set forth the computation of basic and diluted earnings per share: For the Three months ended September 30, For the Nine months ended September 30, 2015 2014 2015 2014 Net income (loss) attributable to the Company $ (8,647 ) $ 10,290 $ 471,077 $ 602,096 Denominator for basic & diluted weighted average shares 10,890,847 10,419,996 10,890,847 10,398,726 Basic & diluted earnings per common share $ 0.00 $ 0.00 $ 0.04 $ 0.06 The Company has no potentially dilutive securities outstanding. |
Dividends on Common Stock
Dividends on Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Dividends on Common Stock | 9. DIVIDENDS ON COMMON STOCK The Company’s Board of Directors declared and paid the following dividends to common stockholders for the years ended December 31, 2012, 2013 and 2014 and the nine months ended September 30, 2015: Fiscal Year Declaration Date Record Date Payment Date Dividend per Common Share 2012 December 18, 2012 December 18, 2012 December 26, 2012 $ 0.1000 2013 May 28, 2013 June 18, 2013 June 27, 2013 $ 0.1000 December 3, 2013 December 3, 2013 December 23, 2013 0.1250 $ 0.2250 2014 May 20, 2014 May 20, 2014 June 25, 2014 $ 0.1250 December 9, 2014 December 9, 2014 December 30, 2014 0.1250 $ 0.2500 2015 May 19, 2015 June 22, 2015 June 30, 2015 $ 0.1250 October 4, 2015 October 1, 2015 October 8, 2015 0.0625 $ 0.1875 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 our dividends may be characterized as capital gains or return of capital. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Leases | 10 . LEASES The Company’s properties are leased to tenants under operating leases, which expire on various dates through 2020. Future minimum rents to be received from tenants under non-cancelable leases in effect at September 30, 2015, are as follows: 2015 - Remainder $ 1,383,000 2016 4,072,000 2017 3,021,000 2018 2,590,000 2019 1,976,000 Thereafter 622,000 $ 13,664,000 In addition to the minimum lease payments described above, the Kimberly Vineyard, Golden Eagle Ranch, Condor Ranch, Quail Run Vineyard, Falcon Farms, Kingfisher Ranch and Blue Heron Farms leases require the tenant to pay participating rent (in some cases above a threshold), based on a percentage of gross revenues, as defined, derived from the leased property. Participating rent was $545,716 and $431,884 for the three months ended September 30, 2015 and 2014, respectively and $2,875,280 and $2,359,923 for the nine months ended September 30, 2015 and 2014, respectively. In most cases, the participating rent is the majority of the rental revenue received from the tenants on these properties. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES We are not currently a party to any legal proceedings. Under the leases in place for the farms in our portfolio, a tenant typically is obligated to indemnify us, as the property owner, from and against all liabilities, costs and expenses imposed upon or asserted against it as owner of the farms due to certain matters relating to the operation of the property by the tenant. We may be party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. There can be no assurance that these matters that arise in the future, individually or in aggregate, will not have a material adverse effect on our financial condition or results of operations in any future period. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 1 2 . SEGMENT INFORMATION The Company has identified four reporting segments: commodity row crops, specialty/vegetable row crops, mature permanent crops and properties under development. Each of these segments has different return on capital expectations, may have different forms of revenue (fixed and/or participating) or require an extended number of years before they produce revenue from trees and/or vines as a result of a development or redevelopment program. Below is a summary of the investment in real estate, net by segment as of September 30, 2015 and December 31, 2014, respectively. Total Commodity Row Specialty/Vegetable Row Permanent Development September 30, 2015 $ 171,061,603 $ 32,562,982 $ 12,788,184 $ 83,595,772 $ 42,114,665 December 31, 2014 $ 140,104,858 $ 32,555,903 $ 12,858,974 $ 58,848,809 $ 35,841,172 Below is a summary of operating income by segment for the three months ended September 30, 2015 and 2014, respectively and the nine months ended September 30, 2015 and 2014, respectively. Three months ended September 30, 2015 Total Commodity Row Specialty/Vegetable Row Permanent Development Corporate OPERATING REVENUES: Fixed rent $ 1,273,446 $ 398,707 $ 192,725 $ 658,414 $ 23,600 $ — Participating rent 545,716 — — 545,716 — — Recovery of real estate taxes 119,545 — 23,803 92,476 3,266 — Other income 20,935 — 3,750 — 17,185 — Total operating revenues 1,959,642 398,707 220,278 1,296,606 44,051 — OPERATING EXPENSES: Depreciation 517,223 927 23,597 414,632 78,067 — Management and performance fees-related party 715,060 — — — — 715,060 Property operating expenses 312,741 63,360 41,285 188,968 19,128 — Professional fees 139,041 — 639 7,746 787 129,869 General and administrative 40,710 — — — — 40,710 Total operating expenses 1,724,775 64,287 65,521 611,346 97,982 885,639 Operating income 234,867 $ 334,420 $ 154,757 $ 685,260 $ (53,931 ) $ (885,639 ) Total other expense 189,311 Net income 45,556 Less net income attributable to non-controlling interests 54,203 Net loss attributable to the Company $ (8,647 ) Three months ended September 30, 2014 Total Commodity Row Specialty/Vegetable Row Permanent Development Corporate OPERATING REVENUES: Fixed rent $ 729,040 $ 398,435 $ 192,725 $ 114,280 $ 23,600 $ — Participating rent 431,884 — — 431,884 — — Recovery of expenses 74,448 — 25,087 46,276 3,085 — Other income 3,750 — 3,750 — — — Total operating revenues 1,239,122 398,435 221,562 592,440 26,685 — OPERATING EXPENSES: Depreciation 395,014 768 24,792 314,139 55,315 — Management and performance fees-related party 413,518 — — — — 413,518 Property operating expenses 231,235 59,357 42,210 101,836 27,832 — Acquisition-related expenses — — — — — — Professional fees 87,537 — — 525 208 86,804 General and administrative 32,380 — — — — 32,380 Total operating expenses 1,159,684 60,125 67,002 416,500 83,355 532,702 Operating income (loss) 79,438 $ 338,310 $ 154,560 $ 175,940 $ (56,670 ) $ (532,702 ) Total other expense 25,365 Net income before gain on sale of land 54,073 Loss on sale of land (6,916 ) Net income 47,157 Less net income attributable to non-controlling interests 36,867 Net income attributable to the Company $ 10,290 Nine months ended September 30, 2015 Total Commodity Row Specialty/Vegetable Row Permanent Development Corporate OPERATING REVENUES: Fixed rent $ 3,809,739 $ 1,196,086 $ 578,175 $ 1,767,419 $ 268,059 $ — Participating rent 2,875,280 — — 2,877,202 (1,922 ) — Recovery of real estate taxes 350,304 — 70,021 270,679 9,604 — Other income 62,735 300 25,250 20,000 17,185 — Total operating revenues 7,098,058 1,196,386 673,446 4,935,300 292,926 — OPERATING EXPENSES: Depreciation 1,410,517 2,462 70,790 1,145,202 192,063 — Management and performance fees-related party 2,739,856 — — — — 2,739,856 Property operating expenses 1,117,155 211,252 123,100 607,892 174,911 — Professional fees 373,352 — 1,701 9,677 2,959 359,015 General and administrative 187,425 — — — — 187,425 Total operating expenses 5,828,305 213,714 195,591 1,762,771 369,933 3,286,296 Operating income (loss) 1,269,753 $ 982,672 $ 477,855 $ 3,172,529 $ (77,007 ) $ (3,286,296 ) Total other expense 401,903 Income before income taxes 867,850 Income tax provision (79,832 ) Net income 788,018 Less net income attributable to non-controlling interests 316,941 Net income attributable to the Company $ 471,077 Nine months ended September 30, 2014 Total Commodity Row Specialty/Vegetable Row Permanent Development Corporate OPERATING REVENUES: Fixed rent $ 2,330,893 $ 1,195,304 $ 578,175 $ 342,841 $ 214,573 $ — Participating rent 2,359,923 — — 2,359,793 130 — Recovery of expenses 228,531 — 73,371 145,906 9,254 — Other income 64,225 13,371 11,254 — 39,600 — Total operating revenues 4,983,572 1,208,675 662,800 2,848,540 263,557 — OPERATING EXPENSES: Depreciation 1,130,049 2,303 66,617 896,415 164,714 — Management and performance fees-related party 1,572,905 — — — — 1,572,905 Property operating expenses 929,174 195,544 124,492 330,196 278,942 — Acquisition-related expenses 44,712 — — 220 44,492 — Professional fees 283,682 — 2,166 6,477 3,424 271,615 General and administrative 149,377 — — — — 149,377 Total operating expenses 4,109,899 197,847 193,275 1,233,308 491,572 1,993,897 Operating income (loss) 873,673 $ 1,010,828 $ 469,525 $ 1,615,232 $ (228,015 ) $ (1,993,897 ) Total other expense 66,494 Net income before gain on sale of land 807,179 Gain on sale of land 47,701 Net income 854,880 Less net income attributable to non-controlling interests 252,784 Net income attributable to the Company $ 602,096 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 3 . SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these consolidated financial statements were available to be issued. No material subsequent events have occurred since September 30, 2015 that required recognition or disclosure in financial statements, except as disclosed below. The Company declared a dividend of $0.0625 per share aggregating to $680,678 to shareholders of record as of October 1, 2015 which was paid on October 8, 2015. The Founders were paid an aggregate distribution of $135,940 on October 9, 2015, effective October 1, 2015. The Company sold 6,000,000 shares of common stock at $8.00 a share pursuant to an Underwriting Agreement dated October 19, 2015 and the shares commenced trading on the NYSE MKT LLC platform under the ticker symbol “AFCO” on October 20, 2015. The proceeds net of underwriting discounts and other offering costs amounted to $39.2 million. Upon the closing of the IPO Transaction on October 23, 2015 (the “Closing Date”), the Company internalized its management function previously provided by AFA by acquiring 100% of the ownership interest in AFA. The previous owners of AFA received 986,438 Common Units in the Operating Partnership in connection with the IPO Transaction. On the Closing Date any performance allocations related to Funds from Operations and capital appreciation that were previously assessable against the capital accounts of the partners in the Operating Partnership, ceased. The Company expects to recognize an expense approximating the aggregate value of the common units issued to AFA in connection with the Internalization Transaction representing the excess amount paid over the fair value of the net assets acquired in the Internalization Transaction of approximately $8.9 million before expenses. In addition, the Agricultural Sub-Adviser to AFA, Prudential Agricultural Investments, entered into an Amended and Restated Sub-Advisory Agreement effective on the Closing Date whereby the Agricultural Sub-Adviser is to receive a sub-advisory fee equal to the annual rate of 1.0% of the appraised value of the Operating Partnership’s properties at the end of each calendar quarter. Prior to the Closing Date, this fee while paid by AFA to the Sub-Adviser, was effectively borne by the owners of AFA and not the Operating Partnership. Additionally, because the initial public offering raised less than $84.75 million, there will be additional make-whole payments calculated, (i) for the acquisition fee based on 2% of the difference between $84.75 million and the gross proceeds raised, (ii) for the management fee based on 1% of the difference between $84.75 million and the gross proceeds raised and (iii) such payments are based on capital raised between October 31, 2014 and six months after the date of this offering. Any acquisition fee make-whole payments will be paid as acquisitions occur and any management fee make-whole payments will be paid quarterly in arrears until such time that the difference in capital has been raised by the Company (whether by additional equity issuance or through debt sources). The 29 preferred shares outstanding as of September 30, 2015 were redeemed at the premium amount of $1,100 per share on the Closing Date. The Company repaid $25 million of the amount outstanding under the first credit facility on the Closing Date. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents include an investment in a commercial paper fund and a money market fund. The Company maintains cash balances in major banks which, at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation (FDIC). The Company had funds on deposit in excess of amounts insured by the FDIC; however, the Company believes the credit risk related to these deposits is minimal. |
Investments in Real Estate | Investments in Real Estate — Investments in real estate consist of farmland and improvements made to the farmland, consisting of buildings, wells, irrigation and drain systems, and trees and vines acquired in connection with the land purchase. Investments in real estate are recorded at cost. Improvements, replacements and costs of development for new trees and vines or the repurposing of raw land are capitalized when they extend the useful life or improve the use of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives range from ten to fifteen years for land improvements, twenty-five years for buildings, one to thirty years for trees and vines, and five and eight years for fixtures and equipment. In some cases we acquire farmland without a lease in place, with newly-originated leases where the seller or related party is not the tenant, or in sale-leaseback transactions with newly-originated leases. These transactions are accounted for as asset acquisitions under Accounting Standards Codification (“ASC”) 360, “Property, Plant and Equipment.” In the case of an asset acquisition, the transaction costs incurred are capitalized as part of the purchase price of the asset. Other acquisitions involve the acquisition of farmland that is already being operated as rental property and has a lease in place that is assumed at the time of acquisition, which are considered to be business combinations under ASC 805 “Business Combinations.” ASC 805 requires that all transaction costs related to the acquisition be expensed as incurred, rather than capitalized. Whether an acquisition is treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the purchase price must be allocated to the tangible assets acquired and liabilities assumed (if any) consisting of land, buildings, improvements, trees and vines, long-term debt (if any), and identifiable intangible assets and liabilities, typically the value of any in-place leases, as well as above-market and below-market leases, based in each case on their fair values. Management’s estimates of fair value are made using methods similar to those used by independent appraisers, such as a sales comparison approach, a cost approach, and an income capitalization approach (utilizing a discounted cash flow analysis). Factors considered by management in its analysis include an estimate of carrying costs during hypothetical, expected lease-up periods, taking into consideration current market conditions and costs to execute similar leases and the commodity prices for the crops grown and productivity on such properties, where the lease will include a participation in the gross revenues earned by the tenant. Management also considers information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed. In estimating carrying costs, management also includes real estate taxes, insurance and other operating expenses and estimates of lost rental income at market rates during the hypothetical, expected lease-up periods, which primarily range from 3 to 12 months, depending on specific local market conditions. Management also estimates costs to execute similar leases, including legal and other related expenses, to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction. Management allocates purchase price to the fair value of the tangible assets and liabilities of an acquired property by valuing the property as if it were vacant. The “as-if-vacant” value is allocated to land, buildings, improvements and trees and vines based on management’s determination of the fair values of these assets. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in- place leases, measured over a period equal to the remaining, non-cancelable term of the lease. The total amount of other intangible assets acquired will be further allocated to in-place lease values based on management’s evaluation of the specific characteristics of each tenant’s lease. When determining the non- cancelable term of the lease, fixed-rate renewal options, if any, are evaluated to see if they should be included. Prior to 2013, all acquired leases were determined to be at market. In connection with one of our 2013 acquisitions, we allocated $125,000 of the purchase price to a below-market lease, which terminated December 15, 2014. The fair value of capitalized below-market lease intangibles, included in the accompanying consolidated balance sheets as part of other liabilities, is amortized into rental income over the remaining, non-cancelable term of the lease. $27,778 and $83,333 was amortized during the three months ended September 30, 2014 and nine months ended September 30, 2014, respectively. In-place leases will be amortized over the remaining term of the lease. Should a tenant terminate its lease, the unamortized portion of any above-market and below-market lease values, in-place lease values and any associates intangibles will be immediately charged to the related income or expense. We account for the impairment of real estate, including intangible assets, in accordance with ASC 360-10-35, “Property, Plant, and Equipment,” which requires us to periodically review the carrying value of each property to determine whether circumstances indicate impairment of the carrying value of the investment exists or if depreciation periods should be modified. If circumstances support the possibility of impairment, we prepare a projection of the undiscounted future cash flows, without interest charges, of the specific property and determine whether the carrying value of the investment in such property is recoverable. In performing the analysis, we consider such factors as agricultural and business conditions in the regions in which our farms are located, and the development period (if applicable), and whether there are indications that the fair value of the real estate has decreased. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. We evaluate our entire property portfolio each quarter for any impairment indicators and perform an impairment analysis. We concluded that none of our properties were impaired as of September 30, 2015 or December 31, 2014 and we will continue to monitor our portfolio for any indicators of impairment. There have been no impairments recognized on real estate assets since our inception. |
Stock | Stock — There were 300,000,000 shares of common stock, par value $0.01 per share, authorized with 10,890,847 issued and outstanding as of September 30, 2015 and 10,436,902 shares issued and outstanding as of December 31, 2014. There were 35 shares of 8% Series A Cumulative Non-Voting Preferred Stock, par value $0.01 per share, authorized as of September 30, 2015 and December 31, 2014 with 29 issued and outstanding as of both of those dates. |
Non-controlling Interests | Non-Controlling Interests — Non-controlling interest is the portion of capital in the Operating Partnership not attributable to the Company. Our non-controlling interests relate to the Founders’ capital accounts and the de minimis capital account of AFA in the Operating Partnership. Non-controlling interests are reported in equity on the consolidated balance sheets but separate from the Company’s stockholders’ equity. On the consolidated statements of operations, the Operating Partnership is reported at the consolidated amount, including both the amount attributable to the Company and non-controlling interests. |
Other Assets | Other Assets — Other assets primarily comprise prepaid expenses, deposits on potential farm acquisitions, deposits on trees to be acquired for development purposes and other miscellaneous receivables. We account for deferred offering costs in accordance with SEC Staff Accounting Bulletin (“SAB”), Topic 5.A, which states that incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the offering. Accordingly, we record costs incurred related to public offerings of equity securities on our consolidated balance sheet and pro-ratably apply these amounts to the proceeds of equity as stock is issued. The deferred offering costs on our consolidated balance sheet as of September 30, 2015 and December 31, 2014 will be applied to the proceeds of equity in connection with our initial public offering (“IPO Transaction”) which closed in the fourth quarter of 2015. |
Fair value of financial instruments | Fair value of financial instruments - The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 825 “Financial Instruments” approximates the carrying amounts presented in the consolidated balance sheets. |
Operating Revenues | Operating Revenues — All leases on farms are classified as operating leases and the related base or fixed rental income from the farms is recognized on a straight-line basis commencing from the effective date of the lease or the acquisition date of the property in the case of in-place leases on properties acquired. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rent receivable. Participating rent is recorded when all contingencies have been resolved such that the tenant is entitled to gross revenues from a packing house, wine producer, shipper, huller processor or other marketing, processing or distributing entity which enables the Company to estimate and/or measure its share of such gross revenues. As a result, depending on the circumstances described above for a particular lease, in certain instances, participating rent will be recognized by the Company in the year the crop was harvested, and in other instances, participating rent will be recognized partially in the year of the harvest and the balance in the year following the harvest, or entirely in the year following the harvest. Recovery of expenses represents revenues from tenant leases that provide for the recovery of all or a portion of the real estate taxes of the respective property. The revenue is accrued in the same periods as the expense is incurred. |
Income Taxes | Income Taxes — The Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. No provision has been made in the accompanying financial statements for federal, state or local income taxes for the Operating Partnership, as each partner is individually responsible for reporting their share of the Partnership’s income or loss on their own tax returns. The Company operates in a manner intended to enable it to qualify as a REIT under Sections 856-860 of the Internal Revenue Code. Under these sections, a real estate investment trust, which distributes at least 90% of its real estate investment trust taxable income (determined without regard to the deduction for dividends paid and excluding capital gains) to its stockholders each year and that meets certain other conditions, will not be subject to federal income taxes on that portion of its taxable income that is distributed to its stockholders. To the extent that the Company satisfies its annual distribution requirement but distributes less than 100% of taxable income, it will be subject to an excise tax on undistributed taxable income. The Company is subject to federal income taxation in the event it generates taxable income from prohibited transactions. The condensed consolidated statement of operations for the nine months ended September 30, 2015 includes $79,832 as a provision for income taxation resulting from prohibited transactions. The prohibited transactions arise from revenue received from trees on farms undergoing development before the trees get to their fully mature and leasable stage. The Company accounts for certain tax positions in accordance with ASC 740 “Income Taxes.” ASC No. 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-65, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has greater than 50% likelihood of being realized upon ultimate settlement. ASC No. 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes and accounting in interim periods and requires increased disclosures. As of September 30, 2015 and December 31, 2014, the Company does not have a liability for uncertain tax positions. Potential interest and penalties associated with such uncertain tax positions would be recorded as a component of the income tax provision. As of September 30, 2015, the tax years ended December 31, 2011 through December 31, 2014 remain open for an audit by the Internal Revenue Service. Management does not believe the Company has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months. |
New Accounting Pronouncements | New Accounting Pronouncements - In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014‑08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) (“ASU 2014‑08”). ASU 2014‑08 changes the criteria for a disposal to qualify as a discontinued operation and requires additional disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014‑08 is effective for us on January 1, 2015. This pronouncement has had no impact on our financial statements. In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606) In August 2014, the FASB issued ASU No. 2014‑15, Presentation of Financial Statements Going Concern (Subtopic 205‑40) In February 2015, the FASB issued ASU No. 2015‑02, Consolidation (Topic 810): Amendments to the Consolidation Analysis |
Investments in Real Estate (Tab
Investments in Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Summary of Investments in Real Estate | Investments in real estate as of September 30, 2015 and December 31, 2014 are comprised of the following: September 30, 2015 December 31, 2014 Land $ 110,268,834 $ 98,568,755 Land improvements 3,552,861 2,518,785 Buildings 1,191,000 1,191,000 Trees and vines 34,892,618 23,967,899 Development costs 23,395,263 15,435,912 Fixtures and equipment 2,707,197 1,958,160 176,007,773 143,640,511 Less accumulated depreciation (4,946,170 ) (3,535,653 ) Investments in real estate, net $ 171,061,603 $ 140,104,858 |
Summary of Properties | The Company has the following properties as of September 30, 2015 and December 31, 2014: September 30, December 31, Farm Crops Acquisition Date(s) Acreage Gross/Tillable 2015 Net Book Value 2014 Net Book Value Permanent Crops Kimberly Vineyard Wine grapes Aug.10, 2010/ Dec. 9, 2014 260G / 245T $ 12,630,748 $ 12,753,834 Golden Eagle Ranch Almonds Mar. 9, 2012/ Aug. 14, 2012/ Aug. 18, 2015 1,247G/1,186T 19,562,641 14,878,941 Quail Run Vineyard Wine grapes Nov. 16,2012 240G / 223T 9,613,465 9,348,222 Blue Heron Farms Walnuts Nov. 1, 2013 430G/380T 13,727,828 13,745,511 Falcon Farms Pecans Nov. 14, 2014 1,840G/1,165T 8,226,554 8,122,301 Kingfisher Ranch Pistachios Aug. 21, 2015 623G / 511T 19,834,536 — 83,595,772 58,848,809 Commodity Row Pleasant Plains Farm Corn, soybeans Jul. 9, 2010 1,196G/1,159T $ 8,750,000 $ 8,750,000 Macomb Farm Corn, soybeans Dec. 16, 2010 434G/422T 2,556,612 2,547,230 Tillar Farm Cotton, soybeans, rice May 4, 2011 1,444G/1,248T 4,092,470 4,093,873 Kane County Farms Corn, soybeans Jun. 28, 2011 1,652G/1,617T 17,163,900 17,164,800 32,562,982 32,555,903 Specialty Vegetable Row Sweetwater Farm Vegetables Dec. 30, 2010 1,624G/1,450T $ 5,087,188 $ 5,133,487 Sandpiper Ranch Vegetables and berries Dec. 22, 2011/ Apr. 26, 2012 184G/158T 7,700,996 7,725,487 12,788,184 12,858,974 Development Roadrunner Ranch Seedless citrus Apr. 7, 2011/ Sep. 13, 2011 244G/227T $ 7,146,930 $ 6,653,561 Condor Ranch Lemons and avocados Nov. 30, 2011/ Dec. 16, 2011 786G/261T 9,380,747 8,858,347 Grassy Island Groves Citrus Dec. 27, 2012 623G/451T 4,655,582 3,737,256 Blue Cypress Vegetables Feb. 22, 2013 2,694G/2,036T 11,347,640 10,063,007 Hawk Creek Ranch Pistachios Oct. 14, 2013/ Feb. 25, 2014 524G/425T 7,656,692 5,482,429 Pintail Vineyards Wine grapes Nov.5, 2013 91G/87T 1,927,074 1,046,572 42,114,665 35,841,172 Total $ 171,061,603 $ 140,104,858 |
Schedule of Fair Value of the Assets Acquired | We determined the fair value of the assets acquired during the nine months ended September 30, 2015 to be as follows: Farm Land Land improvements Trees and Vines Capital expenditures Fixtures and equipment Total purchase price Golden Eagle Ranch II $ 3,700,722 $ 76,031 $ 1,433,846 $ — $ — $ 5,210,599 Kingfisher Ranch 8,017,552 606,973 9,490,873 1,299,592 455,230 19,870,220 $ 11,718,274 $ 683,004 $ 10,924,719 $ 1,299,592 $ 455,230 $ 25,080,819 We determined the fair value of the assets acquired during the nine months ended September 30, 2014 to be as follows: Farm Land Land improvements Fixtures and equipment Total purchase price Hawk Creek Ranch II $ 1,711,929 $ 40,000 $ 20,000 $ 1,771,929 |
Accrued Expenses and Other Li22
Accrued Expenses and Other Liabilities(Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounts Payable And Accrued Liabilities Current And Noncurrent [Abstract] | |
Summary of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities as of September 30, 2015 and December 31, 2014 consisted of the following: September 30, 2015 December 31, 2014 Accrued dividends payable $ 166,425 $ 197,380 Accrued accounting fees 435,446 442,000 Accrued real estate taxes 365,625 142,436 Accrued legal fees 211,963 824,734 Accrued interest payable 15,485 11,702 Accrued other 758,577 1,238,328 Total $ 1,953,521 $ 2,856,580 |
Earnings (Loss) Per Share of 23
Earnings (Loss) Per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following tables set forth the computation of basic and diluted earnings per share: For the Three months ended September 30, For the Nine months ended September 30, 2015 2014 2015 2014 Net income (loss) attributable to the Company $ (8,647 ) $ 10,290 $ 471,077 $ 602,096 Denominator for basic & diluted weighted average shares 10,890,847 10,419,996 10,890,847 10,398,726 Basic & diluted earnings per common share $ 0.00 $ 0.00 $ 0.04 $ 0.06 |
Dividends on Common Stock (Tabl
Dividends on Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Dividends Declared and Paid to Common Stockholders | The Company’s Board of Directors declared and paid the following dividends to common stockholders for the years ended December 31, 2012, 2013 and 2014 and the nine months ended September 30, 2015: Fiscal Year Declaration Date Record Date Payment Date Dividend per Common Share 2012 December 18, 2012 December 18, 2012 December 26, 2012 $ 0.1000 2013 May 28, 2013 June 18, 2013 June 27, 2013 $ 0.1000 December 3, 2013 December 3, 2013 December 23, 2013 0.1250 $ 0.2250 2014 May 20, 2014 May 20, 2014 June 25, 2014 $ 0.1250 December 9, 2014 December 9, 2014 December 30, 2014 0.1250 $ 0.2500 2015 May 19, 2015 June 22, 2015 June 30, 2015 $ 0.1250 October 4, 2015 October 1, 2015 October 8, 2015 0.0625 $ 0.1875 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rents on Non Cancelable Leases | Future minimum rents to be received from tenants under non-cancelable leases in effect at September 30, 2015, are as follows: 2015 - Remainder $ 1,383,000 2016 4,072,000 2017 3,021,000 2018 2,590,000 2019 1,976,000 Thereafter 622,000 $ 13,664,000 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of Real Estate Investment by Segment | Below is a summary of the investment in real estate, net by segment as of September 30, 2015 and December 31, 2014, respectively. Total Commodity Row Specialty/Vegetable Row Permanent Development September 30, 2015 $ 171,061,603 $ 32,562,982 $ 12,788,184 $ 83,595,772 $ 42,114,665 December 31, 2014 $ 140,104,858 $ 32,555,903 $ 12,858,974 $ 58,848,809 $ 35,841,172 |
Summary of Operating Income by Segment | Below is a summary of operating income by segment for the three months ended September 30, 2015 and 2014, respectively and the nine months ended September 30, 2015 and 2014, respectively. Three months ended September 30, 2015 Total Commodity Row Specialty/Vegetable Row Permanent Development Corporate OPERATING REVENUES: Fixed rent $ 1,273,446 $ 398,707 $ 192,725 $ 658,414 $ 23,600 $ — Participating rent 545,716 — — 545,716 — — Recovery of real estate taxes 119,545 — 23,803 92,476 3,266 — Other income 20,935 — 3,750 — 17,185 — Total operating revenues 1,959,642 398,707 220,278 1,296,606 44,051 — OPERATING EXPENSES: Depreciation 517,223 927 23,597 414,632 78,067 — Management and performance fees-related party 715,060 — — — — 715,060 Property operating expenses 312,741 63,360 41,285 188,968 19,128 — Professional fees 139,041 — 639 7,746 787 129,869 General and administrative 40,710 — — — — 40,710 Total operating expenses 1,724,775 64,287 65,521 611,346 97,982 885,639 Operating income 234,867 $ 334,420 $ 154,757 $ 685,260 $ (53,931 ) $ (885,639 ) Total other expense 189,311 Net income 45,556 Less net income attributable to non-controlling interests 54,203 Net loss attributable to the Company $ (8,647 ) Three months ended September 30, 2014 Total Commodity Row Specialty/Vegetable Row Permanent Development Corporate OPERATING REVENUES: Fixed rent $ 729,040 $ 398,435 $ 192,725 $ 114,280 $ 23,600 $ — Participating rent 431,884 — — 431,884 — — Recovery of expenses 74,448 — 25,087 46,276 3,085 — Other income 3,750 — 3,750 — — — Total operating revenues 1,239,122 398,435 221,562 592,440 26,685 — OPERATING EXPENSES: Depreciation 395,014 768 24,792 314,139 55,315 — Management and performance fees-related party 413,518 — — — — 413,518 Property operating expenses 231,235 59,357 42,210 101,836 27,832 — Acquisition-related expenses — — — — — — Professional fees 87,537 — — 525 208 86,804 General and administrative 32,380 — — — — 32,380 Total operating expenses 1,159,684 60,125 67,002 416,500 83,355 532,702 Operating income (loss) 79,438 $ 338,310 $ 154,560 $ 175,940 $ (56,670 ) $ (532,702 ) Total other expense 25,365 Net income before gain on sale of land 54,073 Loss on sale of land (6,916 ) Net income 47,157 Less net income attributable to non-controlling interests 36,867 Net income attributable to the Company $ 10,290 Nine months ended September 30, 2015 Total Commodity Row Specialty/Vegetable Row Permanent Development Corporate OPERATING REVENUES: Fixed rent $ 3,809,739 $ 1,196,086 $ 578,175 $ 1,767,419 $ 268,059 $ — Participating rent 2,875,280 — — 2,877,202 (1,922 ) — Recovery of real estate taxes 350,304 — 70,021 270,679 9,604 — Other income 62,735 300 25,250 20,000 17,185 — Total operating revenues 7,098,058 1,196,386 673,446 4,935,300 292,926 — OPERATING EXPENSES: Depreciation 1,410,517 2,462 70,790 1,145,202 192,063 — Management and performance fees-related party 2,739,856 — — — — 2,739,856 Property operating expenses 1,117,155 211,252 123,100 607,892 174,911 — Professional fees 373,352 — 1,701 9,677 2,959 359,015 General and administrative 187,425 — — — — 187,425 Total operating expenses 5,828,305 213,714 195,591 1,762,771 369,933 3,286,296 Operating income (loss) 1,269,753 $ 982,672 $ 477,855 $ 3,172,529 $ (77,007 ) $ (3,286,296 ) Total other expense 401,903 Income before income taxes 867,850 Income tax provision (79,832 ) Net income 788,018 Less net income attributable to non-controlling interests 316,941 Net income attributable to the Company $ 471,077 Nine months ended September 30, 2014 Total Commodity Row Specialty/Vegetable Row Permanent Development Corporate OPERATING REVENUES: Fixed rent $ 2,330,893 $ 1,195,304 $ 578,175 $ 342,841 $ 214,573 $ — Participating rent 2,359,923 — — 2,359,793 130 — Recovery of expenses 228,531 — 73,371 145,906 9,254 — Other income 64,225 13,371 11,254 — 39,600 — Total operating revenues 4,983,572 1,208,675 662,800 2,848,540 263,557 — OPERATING EXPENSES: Depreciation 1,130,049 2,303 66,617 896,415 164,714 — Management and performance fees-related party 1,572,905 — — — — 1,572,905 Property operating expenses 929,174 195,544 124,492 330,196 278,942 — Acquisition-related expenses 44,712 — — 220 44,492 — Professional fees 283,682 — 2,166 6,477 3,424 271,615 General and administrative 149,377 — — — — 149,377 Total operating expenses 4,109,899 197,847 193,275 1,233,308 491,572 1,993,897 Operating income (loss) 873,673 $ 1,010,828 $ 469,525 $ 1,615,232 $ (228,015 ) $ (1,993,897 ) Total other expense 66,494 Net income before gain on sale of land 807,179 Gain on sale of land 47,701 Net income 854,880 Less net income attributable to non-controlling interests 252,784 Net income attributable to the Company $ 602,096 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Date of incorporation | Oct. 9, 2009 | |
Limited partnership ownership percentage | 81.10% | 80.80% |
General partner capital contribution | $ 21,145,000 | $ 21,145,000 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | ||||
Termination date of below-market lease | Dec. 15, 2014 | |||
Purchase price allocated to a below-market lease | $ 125,000 | |||
Below-market lease is amortized into rental income | $ 27,778 | $ 83,333 | ||
Impairment of properties | 0 | $ 0 | ||
Impairment of real estate | $ 0 | $ 0 | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Common stock, shares issued | 10,890,847 | 10,436,902 | ||
Common stock, shares outstanding | 10,890,847 | 10,436,902 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Preferred stock, shares issued | 29 | 29 | ||
Preferred stock, shares outstanding | 29 | 29 | ||
Provision for income taxation | $ 79,832 | |||
Liability for uncertain tax positions | $ 0 | $ 0 | ||
8% Series A Cumulative Non-Voting Preferred Stock | ||||
Significant Accounting Policies [Line Items] | ||||
Preferred stock, shares authorized | 35 | 35 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Preferred stock, shares issued | 29 | 29 | ||
Preferred stock, shares outstanding | 29 | 29 | ||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Expected lease up periods | 3 months | |||
Percentage of taxable income for distribution | 90.00% | |||
Income tax benefit percentage | 50.00% | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Expected lease up periods | 12 months | |||
Percentage of taxable income for distribution | 100.00% | |||
Land Improvements | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives for investments in real estate | 10 years | |||
Land Improvements | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives for investments in real estate | 15 years | |||
Buildings | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives for investments in real estate | 25 years | |||
Trees and Vines | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives for investments in real estate | 1 year | |||
Trees and Vines | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives for investments in real estate | 30 years | |||
Fixtures and Equipment | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives for investments in real estate | 5 years | |||
Fixtures and Equipment | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Estimated useful lives for investments in real estate | 8 years |
Investments in Real Estate - Su
Investments in Real Estate - Summary of Investments in real estate (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Real Estate [Abstract] | ||
Land | $ 110,268,834 | $ 98,568,755 |
Land improvements | 3,552,861 | 2,518,785 |
Buildings | 1,191,000 | 1,191,000 |
Trees and vines | 34,892,618 | 23,967,899 |
Development costs | 23,395,263 | 15,435,912 |
Fixtures and equipment | 2,707,197 | 1,958,160 |
Real estate investment property, at cost | 176,007,773 | 143,640,511 |
Less accumulated depreciation | (4,946,170) | (3,535,653) |
Investments in real estate, net | $ 171,061,603 | $ 140,104,858 |
Investments in Real Estate - Ad
Investments in Real Estate - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Feb. 28, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2013USD ($)a | Aug. 21, 2015USD ($)a | Aug. 18, 2015USD ($)a | Feb. 25, 2014USD ($)a | |
Real Estate Properties [Line Items] | |||||||||
Depreciation expense | $ 517,223 | $ 395,014 | $ 1,410,517 | $ 1,130,049 | |||||
Purchase consideration | 25,080,819 | 0 | 25,080,819 | 0 | |||||
Hawk Creek Ranch II | |||||||||
Real Estate Properties [Line Items] | |||||||||
Purchase consideration | 1,771,929 | 1,771,929 | |||||||
California | Pistachios | Hawk Creek Ranch II | |||||||||
Real Estate Properties [Line Items] | |||||||||
Acres of property | a | 180 | ||||||||
Tillable area of property | a | 164 | ||||||||
Purchase consideration | $ 1,771,929 | ||||||||
Macomb Farm | Illinois | |||||||||
Real Estate Properties [Line Items] | |||||||||
Acres of property | a | 518 | ||||||||
Payments received for acreage | $ 257,675 | $ 1,723,800 | |||||||
(Loss) gain related to expropriation | $ (6,916) | $ 47,701 | |||||||
Macomb Farm | Illinois | Expropriated Property | |||||||||
Real Estate Properties [Line Items] | |||||||||
Acres of property | a | 79 | ||||||||
Payments received for acreage | 61,700 | $ 1,106,300 | |||||||
Macomb Farm | Illinois | Property Remaining From Expropriation With Diminished Value | |||||||||
Real Estate Properties [Line Items] | |||||||||
Payments received for acreage | $ 183,650 | $ 617,500 | |||||||
Golden Eagle Ranch II | California | Almonds | |||||||||
Real Estate Properties [Line Items] | |||||||||
Acres of property | a | 135 | ||||||||
Tillable area of property | a | 130 | ||||||||
Purchase consideration | $ 5,210,599 | ||||||||
Kingfisher Ranch | |||||||||
Real Estate Properties [Line Items] | |||||||||
Purchase consideration | $ 19,870,220 | $ 19,870,220 | |||||||
Kingfisher Ranch | California | Pistachios | |||||||||
Real Estate Properties [Line Items] | |||||||||
Acres of property | a | 623 | ||||||||
Tillable area of property | a | 511 | ||||||||
Purchase consideration | $ 19,870,220 |
Investments in Real Estate - 31
Investments in Real Estate - Summary of Properties (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($)a | Dec. 31, 2014USD ($) | |
Real Estate Properties [Line Items] | ||
Investment in real estate—net | $ | $ 171,061,603 | $ 140,104,858 |
Permanent Crops | ||
Real Estate Properties [Line Items] | ||
Investment in real estate—net | $ | $ 83,595,772 | 58,848,809 |
Permanent Crops | Kimberly Vineyard | Wine grapes | ||
Real Estate Properties [Line Items] | ||
Acres of property | 260 | |
Acreage Tillable | 245 | |
Investment in real estate—net | $ | $ 12,630,748 | 12,753,834 |
Permanent Crops | Kimberly Vineyard | Wine grapes | Acquisition Date 1 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Aug. 10, 2010 | |
Permanent Crops | Kimberly Vineyard | Wine grapes | Acquisition Date 2 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Dec. 9, 2014 | |
Permanent Crops | Golden Eagle Ranch | Almonds | ||
Real Estate Properties [Line Items] | ||
Acres of property | 1,247 | |
Acreage Tillable | 1,186 | |
Investment in real estate—net | $ | $ 19,562,641 | 14,878,941 |
Permanent Crops | Golden Eagle Ranch | Almonds | Acquisition Date 1 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Mar. 9, 2012 | |
Permanent Crops | Golden Eagle Ranch | Almonds | Acquisition Date 2 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Aug. 14, 2012 | |
Permanent Crops | Golden Eagle Ranch | Almonds | Acquisition Date 3 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Aug. 18, 2015 | |
Permanent Crops | Quail Run Vineyard | Wine grapes | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Nov. 16, 2012 | |
Acres of property | 240 | |
Acreage Tillable | 223 | |
Investment in real estate—net | $ | $ 9,613,465 | 9,348,222 |
Permanent Crops | Blue Heron Farms | Walnuts | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Nov. 1, 2013 | |
Acres of property | 430 | |
Acreage Tillable | 380 | |
Investment in real estate—net | $ | $ 13,727,828 | 13,745,511 |
Permanent Crops | Falcon Farms | Pecans | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Nov. 14, 2014 | |
Acres of property | 1,840 | |
Acreage Tillable | 1,165 | |
Investment in real estate—net | $ | $ 8,226,554 | 8,122,301 |
Permanent Crops | Kingfisher Ranch | Pistachios | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Aug. 21, 2015 | |
Acres of property | 623 | |
Acreage Tillable | 511 | |
Investment in real estate—net | $ | $ 19,834,536 | |
Commodity Row | ||
Real Estate Properties [Line Items] | ||
Investment in real estate—net | $ | $ 32,562,982 | 32,555,903 |
Commodity Row | Pleasant Plains Farm | Corn, soybeans | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Jul. 9, 2010 | |
Acres of property | 1,196 | |
Acreage Tillable | 1,159 | |
Investment in real estate—net | $ | $ 8,750,000 | 8,750,000 |
Commodity Row | Macomb Farm | Corn, soybeans | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Dec. 16, 2010 | |
Acres of property | 434 | |
Acreage Tillable | 422 | |
Investment in real estate—net | $ | $ 2,556,612 | 2,547,230 |
Commodity Row | Tillar Farm | Cotton, soybeans, rice | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | May 4, 2011 | |
Acres of property | 1,444 | |
Acreage Tillable | 1,248 | |
Investment in real estate—net | $ | $ 4,092,470 | 4,093,873 |
Commodity Row | Kane County Farms | Corn, soybeans | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Jun. 28, 2011 | |
Acres of property | 1,652 | |
Acreage Tillable | 1,617 | |
Investment in real estate—net | $ | $ 17,163,900 | 17,164,800 |
Specialty Vegetable Row | ||
Real Estate Properties [Line Items] | ||
Investment in real estate—net | $ | $ 12,788,184 | 12,858,974 |
Specialty Vegetable Row | Sweetwater Farm | Vegetables | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Dec. 30, 2010 | |
Acres of property | 1,624 | |
Acreage Tillable | 1,450 | |
Investment in real estate—net | $ | $ 5,087,188 | 5,133,487 |
Specialty Vegetable Row | Sandpiper Ranch | Vegetables and berries | ||
Real Estate Properties [Line Items] | ||
Acres of property | 184 | |
Acreage Tillable | 158 | |
Investment in real estate—net | $ | $ 7,700,996 | 7,725,487 |
Specialty Vegetable Row | Sandpiper Ranch | Vegetables and berries | Acquisition Date 1 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Dec. 22, 2011 | |
Specialty Vegetable Row | Sandpiper Ranch | Vegetables and berries | Acquisition Date 2 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Apr. 26, 2012 | |
Development | ||
Real Estate Properties [Line Items] | ||
Investment in real estate—net | $ | $ 42,114,665 | 35,841,172 |
Development | Roadrunner Ranch | Seedless citrus | ||
Real Estate Properties [Line Items] | ||
Acres of property | 244 | |
Acreage Tillable | 227 | |
Investment in real estate—net | $ | $ 7,146,930 | 6,653,561 |
Development | Roadrunner Ranch | Seedless citrus | Acquisition Date 1 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Apr. 7, 2011 | |
Development | Roadrunner Ranch | Seedless citrus | Acquisition Date 2 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Sep. 13, 2011 | |
Development | Condor Ranch | Lemons and avocados | ||
Real Estate Properties [Line Items] | ||
Acres of property | 786 | |
Acreage Tillable | 261 | |
Investment in real estate—net | $ | $ 9,380,747 | 8,858,347 |
Development | Condor Ranch | Lemons and avocados | Acquisition Date 1 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Nov. 30, 2011 | |
Development | Condor Ranch | Lemons and avocados | Acquisition Date 2 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Dec. 16, 2011 | |
Development | Grassy Island Groves | Citrus | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Dec. 27, 2012 | |
Acres of property | 623 | |
Acreage Tillable | 451 | |
Investment in real estate—net | $ | $ 4,655,582 | 3,737,256 |
Development | Blue Cypress | Vegetables | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Feb. 22, 2013 | |
Acres of property | 2,694 | |
Acreage Tillable | 2,036 | |
Investment in real estate—net | $ | $ 11,347,640 | 10,063,007 |
Development | Hawk Creek Ranch | Pistachios | ||
Real Estate Properties [Line Items] | ||
Acres of property | 524 | |
Acreage Tillable | 425 | |
Investment in real estate—net | $ | $ 7,656,692 | 5,482,429 |
Development | Hawk Creek Ranch | Pistachios | Acquisition Date 1 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Oct. 14, 2013 | |
Development | Hawk Creek Ranch | Pistachios | Acquisition Date 2 | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Feb. 25, 2014 | |
Development | Pintail Vineyards | Wine grapes | ||
Real Estate Properties [Line Items] | ||
Property acquisition date | Nov. 5, 2013 | |
Acres of property | 91 | |
Acreage Tillable | 87 | |
Investment in real estate—net | $ | $ 1,927,074 | $ 1,046,572 |
Investments in Real Estate - Fa
Investments in Real Estate - Fair Value of Assets Acquired (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ||
Total purchase price | $ 25,080,819 | $ 0 |
Hawk Creek Ranch II | ||
Business Acquisition [Line Items] | ||
Total purchase price | 1,771,929 | |
Land | ||
Business Acquisition [Line Items] | ||
Total purchase price | 11,718,274 | |
Land | Hawk Creek Ranch II | ||
Business Acquisition [Line Items] | ||
Total purchase price | 1,711,929 | |
Land Improvements | ||
Business Acquisition [Line Items] | ||
Total purchase price | 683,004 | |
Land Improvements | Hawk Creek Ranch II | ||
Business Acquisition [Line Items] | ||
Total purchase price | 40,000 | |
Trees and Vines | ||
Business Acquisition [Line Items] | ||
Total purchase price | 10,924,719 | |
Capital Expenditures | ||
Business Acquisition [Line Items] | ||
Total purchase price | 1,299,592 | |
Fixtures and Equipment | ||
Business Acquisition [Line Items] | ||
Total purchase price | 455,230 | |
Fixtures and Equipment | Hawk Creek Ranch II | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ 20,000 | |
Golden Eagle Ranch | ||
Business Acquisition [Line Items] | ||
Total purchase price | 5,210,599 | |
Golden Eagle Ranch | Land | ||
Business Acquisition [Line Items] | ||
Total purchase price | 3,700,722 | |
Golden Eagle Ranch | Land Improvements | ||
Business Acquisition [Line Items] | ||
Total purchase price | 76,031 | |
Golden Eagle Ranch | Trees and Vines | ||
Business Acquisition [Line Items] | ||
Total purchase price | 1,433,846 | |
Kingfisher Ranch | ||
Business Acquisition [Line Items] | ||
Total purchase price | 19,870,220 | |
Kingfisher Ranch | Land | ||
Business Acquisition [Line Items] | ||
Total purchase price | 8,017,552 | |
Kingfisher Ranch | Land Improvements | ||
Business Acquisition [Line Items] | ||
Total purchase price | 606,973 | |
Kingfisher Ranch | Trees and Vines | ||
Business Acquisition [Line Items] | ||
Total purchase price | 9,490,873 | |
Kingfisher Ranch | Capital Expenditures | ||
Business Acquisition [Line Items] | ||
Total purchase price | 1,299,592 | |
Kingfisher Ranch | Fixtures and Equipment | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ 455,230 |
Accrued Expenses and Other Li33
Accrued Expenses and Other Liabilities - Summary of Accrued Expenses and Other Liabilities (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts Payable And Accrued Liabilities Current And Noncurrent [Abstract] | ||
Accrued dividends payable | $ 166,425 | $ 197,380 |
Accrued accounting fees | 435,446 | 442,000 |
Accrued real estate taxes | 365,625 | 142,436 |
Accrued legal fees | 211,963 | 824,734 |
Accrued interest payable | 15,485 | 11,702 |
Accrued other | 758,577 | 1,238,328 |
Total | $ 1,953,521 | $ 2,856,580 |
Borrowings Under Credit Facil34
Borrowings Under Credit Facility - Additional Information (Details) - USD ($) | Aug. 18, 2015 | Jan. 14, 2015 | Dec. 05, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||||||
Revolving credit facility amount outstanding | $ 52,200,000 | $ 52,200,000 | $ 20,400,000 | |||||
Amortization of deferred financing costs | 51,409 | $ 24,363 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, incurred cost | $ 549,968 | |||||||
Revolving credit facility, one time commitment fees percentage | 0.25% | |||||||
Amortization of deferred financing costs | 21,037 | $ 9,131 | $ 51,409 | 24,363 | ||||
Revolving Credit Facility | January 1, 2019 Maturity Date | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, initiation date | Dec. 5, 2013 | |||||||
Revolving credit facility, maximum borrowing capacity | $ 25,000,000 | |||||||
Revolving credit facility, interest rate basis points | 1.30% | |||||||
Revolving credit facility, interest rate description | This credit facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.3255% and 0.2552% at September 30, 2015 and December 31, 2014, respectively). The Operating Partnership is required to pay any interest due quarterly in arrears beginning January 1, 2014 and any unpaid interest and drawn principal is due and payable in full on January 1, 2019 (“Maturity Date”). | |||||||
Revolving credit facility, minimum advance | $ 500,000 | |||||||
Revolving credit facility, non usage fee percentage | 0.25% | |||||||
Percentage of property secured for credit facility borrowing for aggregate appraisal value | 50.00% | |||||||
Revolving credit facility, maturity date | Jan. 1, 2019 | |||||||
Revolving credit facility amount outstanding | 25,000,000 | $ 25,000,000 | $ 20,250,000 | |||||
Revolving credit facility, fair value of borrowings | 25,000,000 | $ 25,000,000 | ||||||
Revolving Credit Facility | January 1, 2020 Maturity Date | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, initiation date | Jan. 14, 2015 | |||||||
Revolving credit facility, maximum borrowing capacity | $ 25,000,000 | |||||||
Revolving credit facility, interest rate basis points | 1.30% | |||||||
Revolving credit facility, interest rate description | This credit facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.3255% at September 30, 2015). The Operating Partnership is required to pay any interest due quarterly in arrears beginning April 1, 2015 and any unpaid interest and drawn principal is due and payable in full on January 1, 2020 (“Second Maturity Date”). | |||||||
Revolving credit facility, minimum advance | $ 500,000 | |||||||
Revolving credit facility, non usage fee percentage | 0.25% | |||||||
Percentage of property secured for credit facility borrowing for aggregate appraisal value | 50.00% | |||||||
Revolving credit facility, maturity date | Jan. 1, 2020 | |||||||
Revolving credit facility amount outstanding | 25,000,000 | $ 25,000,000 | ||||||
Revolving credit facility, fair value of borrowings | $ 25,000,000 | $ 25,000,000 | ||||||
Revolving Credit Facility | August 1, 2020 Maturity Date | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, initiation date | Aug. 18, 2015 | |||||||
Revolving credit facility, maximum borrowing capacity | $ 25,000,000 | |||||||
Revolving credit facility, interest rate basis points | 1.30% | |||||||
Revolving credit facility, interest rate description | This credit facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.3255% at September 30, 2015). The Operating Partnership is required to pay any interest due quarterly in arrears beginning October 1, 2015 and any unpaid interest and drawn principal is due and payable in full on August 1, 2020 (“Third Maturity Date”). | |||||||
Revolving credit facility, minimum advance | $ 500,000 | |||||||
Revolving credit facility, non usage fee percentage | 0.25% | |||||||
Percentage of property secured for credit facility borrowing for aggregate appraisal value | 50.00% | |||||||
Revolving credit facility, maturity date | Aug. 1, 2020 | |||||||
Revolving credit facility amount outstanding | 2,200,000 | 2,200,000 | ||||||
Revolving credit facility, fair value of borrowings | $ 2,200,000 | $ 2,200,000 | ||||||
Revolving Credit Facility | LIBOR | January 1, 2019 Maturity Date | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, interest rate | 0.3255% | 0.2552% | ||||||
Revolving Credit Facility | LIBOR | January 1, 2020 Maturity Date | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, interest rate | 0.3255% | |||||||
Revolving Credit Facility | LIBOR | August 1, 2020 Maturity Date | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving credit facility, interest rate | 0.3255% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Professional fees | $ 139,041 | $ 87,537 | $ 373,352 | $ 283,682 |
American Farmland Advisors LLC | ||||
Related Party Transaction [Line Items] | ||||
Management fee description in operating partnership | Prior to the Internalization Transaction, the limited partnership agreement of the Operating Partnership provided that the Operating Partnership pay AFA a management fee in arrears calculated at the annual rate of (i) 1% of the Company’s share of the Gross Asset Value, as defined, of the Operating Partnership as of the end of the immediately preceding calendar quarter and (ii) 0.5% of the Founders’ share of the Gross Asset Value of the Operating Partnership as of the end of the immediately preceding calendar quarter. | |||
Management fee | 457,794 | 329,714 | $ 1,276,061 | 965,714 |
Sub advisory fee to be paid by general partner as percentage of appraised value of properties | 1.00% | |||
Performance fee on funds from operations | 113,677 | 73,610 | $ 522,436 | 360,554 |
Performance fee on net capital appreciation realized and unrealized | 143,588 | 10,194 | 941,359 | 246,637 |
Professional fees | $ 7,500 | $ 7,500 | $ 22,500 | $ 22,500 |
American Farmland Advisors LLC | Company Capital Account | ||||
Related Party Transaction [Line Items] | ||||
Performance fee on funds from operations, percent fee | 15.00% | |||
Additional performance fee, net capital appreciation | Two-thirds of 15% | |||
Additional performance fee, net realized capital appreciation | One-third of 15% | |||
American Farmland Advisors LLC | Founder's Capital Account | ||||
Related Party Transaction [Line Items] | ||||
Performance fee on funds from operations, percent fee | 10.00% | |||
Additional performance fee, net capital appreciation | Two-thirds of 10% | |||
Additional performance fee, net realized capital appreciation | One-third of 10% |
Earnings (Loss) Per Share of 36
Earnings (Loss) Per Share of Common Stock - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to the Company | $ (8,647) | $ 10,290 | $ 471,077 | $ 602,096 |
Denominator for basic & diluted weighted average shares | 10,890,847 | 10,419,996 | 10,890,847 | 10,398,726 |
Basic & diluted earnings per common share | $ 0 | $ 0 | $ 0.04 | $ 0.06 |
Earnings (Loss) Per Share of 37
Earnings (Loss) Per Share of Common Stock - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015shares | |
Earnings Per Share [Abstract] | |
Dilutive securities outstanding | 0 |
Dividends on Common Stock - Sch
Dividends on Common Stock - Schedule of Dividends Declared and Paid to Common Stockholders (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Dividends Payable [Line Items] | ||||
Declaration Date | Dec. 18, 2012 | |||
Record Date | Oct. 1, 2015 | Dec. 18, 2012 | ||
Payment Date | Oct. 8, 2015 | Dec. 26, 2012 | ||
Dividend per Common Share | $ 0.1875 | $ 0.2500 | $ 0.2250 | $ 0.1000 |
Dividend Payment One | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | May 19, 2015 | May 20, 2014 | May 28, 2013 | |
Record Date | Jun. 22, 2015 | May 20, 2014 | Jun. 18, 2013 | |
Payment Date | Jun. 30, 2015 | Jun. 25, 2014 | Jun. 27, 2013 | |
Dividend per Common Share | $ 0.1250 | $ 0.1250 | $ 0.1000 | |
Dividend Payment Two | ||||
Dividends Payable [Line Items] | ||||
Declaration Date | Oct. 4, 2015 | Dec. 9, 2014 | Dec. 3, 2013 | |
Record Date | Oct. 1, 2015 | Dec. 9, 2014 | Dec. 3, 2013 | |
Payment Date | Oct. 8, 2015 | Dec. 30, 2014 | Dec. 23, 2013 | |
Dividend per Common Share | $ 0.0625 | $ 0.1250 | $ 0.1250 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rents on Non Cancelable Leases (Details) | Sep. 30, 2015USD ($) |
Leases Operating [Abstract] | |
2015 - Remainder | $ 1,383,000 |
2,016 | 4,072,000 |
2,017 | 3,021,000 |
2,018 | 2,590,000 |
2,019 | 1,976,000 |
Thereafter | 622,000 |
Total | $ 13,664,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Leases Operating [Abstract] | ||||
Participating rent | $ 545,716 | $ 431,884 | $ 2,875,280 | $ 2,359,923 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 4 |
Segment Information - Summary o
Segment Information - Summary of Real Estate Investment by Segment (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Investment in real estate—net | $ 171,061,603 | $ 140,104,858 |
Commodity Row | ||
Segment Reporting Information [Line Items] | ||
Investment in real estate—net | 32,562,982 | 32,555,903 |
Specialty Vegetable Row | ||
Segment Reporting Information [Line Items] | ||
Investment in real estate—net | 12,788,184 | 12,858,974 |
Permanent | ||
Segment Reporting Information [Line Items] | ||
Investment in real estate—net | 83,595,772 | 58,848,809 |
Development | ||
Segment Reporting Information [Line Items] | ||
Investment in real estate—net | $ 42,114,665 | $ 35,841,172 |
Segment Information - Summary43
Segment Information - Summary of Operating Income by Segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING REVENUES | ||||
Fixed rent | $ 1,273,446 | $ 729,040 | $ 3,809,739 | $ 2,330,893 |
Participating rent | 545,716 | 431,884 | 2,875,280 | 2,359,923 |
Recovery of real estate taxes | 119,545 | 74,448 | 350,304 | 228,531 |
Other income | 20,935 | 3,750 | 62,735 | 64,225 |
Total operating revenues | 1,959,642 | 1,239,122 | 7,098,058 | 4,983,572 |
OPERATING EXPENSES | ||||
Depreciation | 517,223 | 395,014 | 1,410,517 | 1,130,049 |
Management and performance fees—related party | 715,060 | 413,518 | 2,739,856 | 1,572,905 |
Property operating expenses | 312,741 | 231,235 | 1,117,155 | 929,174 |
Acquisition-related expenses | 44,712 | |||
Professional fees | 139,041 | 87,537 | 373,352 | 283,682 |
General and administrative expenses | 40,710 | 32,380 | 187,425 | 149,377 |
Total operating expenses | 1,724,775 | 1,159,684 | 5,828,305 | 4,109,899 |
OPERATING INCOME | 234,867 | 79,438 | 1,269,753 | 873,673 |
Total other expense | 189,311 | 25,365 | 401,903 | 66,494 |
INCOME BEFORE (LOSS) GAIN ON SALE OF LAND | 45,556 | 54,073 | 867,850 | 807,179 |
(Loss) gain on sale of land | (6,916) | 47,701 | ||
INCOME BEFORE INCOME TAXES | 45,556 | 47,157 | 867,850 | 854,880 |
Income tax provision | (79,832) | |||
NET INCOME | 45,556 | 47,157 | 788,018 | 854,880 |
Less net income attributable to non-controlling interests | 54,203 | 36,867 | 316,941 | 252,784 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (8,647) | 10,290 | 471,077 | 602,096 |
Operating Segments | Commodity Row | ||||
OPERATING REVENUES | ||||
Fixed rent | 398,707 | 398,435 | 1,196,086 | 1,195,304 |
Other income | 300 | 13,371 | ||
Total operating revenues | 398,707 | 398,435 | 1,196,386 | 1,208,675 |
OPERATING EXPENSES | ||||
Depreciation | 927 | 768 | 2,462 | 2,303 |
Property operating expenses | 63,360 | 59,357 | 211,252 | 195,544 |
Total operating expenses | 64,287 | 60,125 | 213,714 | 197,847 |
OPERATING INCOME | 334,420 | 338,310 | 982,672 | 1,010,828 |
Operating Segments | Specialty Vegetable Row | ||||
OPERATING REVENUES | ||||
Fixed rent | 192,725 | 192,725 | 578,175 | 578,175 |
Recovery of real estate taxes | 23,803 | 25,087 | 70,021 | 73,371 |
Other income | 3,750 | 3,750 | 25,250 | 11,254 |
Total operating revenues | 220,278 | 221,562 | 673,446 | 662,800 |
OPERATING EXPENSES | ||||
Depreciation | 23,597 | 24,792 | 70,790 | 66,617 |
Property operating expenses | 41,285 | 42,210 | 123,100 | 124,492 |
Professional fees | 639 | 1,701 | 2,166 | |
Total operating expenses | 65,521 | 67,002 | 195,591 | 193,275 |
OPERATING INCOME | 154,757 | 154,560 | 477,855 | 469,525 |
Operating Segments | Permanent | ||||
OPERATING REVENUES | ||||
Fixed rent | 658,414 | 114,280 | 1,767,419 | 342,841 |
Participating rent | 545,716 | 431,884 | 2,877,202 | 2,359,793 |
Recovery of real estate taxes | 92,476 | 46,276 | 270,679 | 145,906 |
Other income | 20,000 | |||
Total operating revenues | 1,296,606 | 592,440 | 4,935,300 | 2,848,540 |
OPERATING EXPENSES | ||||
Depreciation | 414,632 | 314,139 | 1,145,202 | 896,415 |
Property operating expenses | 188,968 | 101,836 | 607,892 | 330,196 |
Acquisition-related expenses | 220 | |||
Professional fees | 7,746 | 525 | 9,677 | 6,477 |
Total operating expenses | 611,346 | 416,500 | 1,762,771 | 1,233,308 |
OPERATING INCOME | 685,260 | 175,940 | 3,172,529 | 1,615,232 |
Operating Segments | Development | ||||
OPERATING REVENUES | ||||
Fixed rent | 23,600 | 23,600 | 268,059 | 214,573 |
Participating rent | (1,922) | 130 | ||
Recovery of real estate taxes | 3,266 | 3,085 | 9,604 | 9,254 |
Other income | 17,185 | 17,185 | 39,600 | |
Total operating revenues | 44,051 | 26,685 | 292,926 | 263,557 |
OPERATING EXPENSES | ||||
Depreciation | 78,067 | 55,315 | 192,063 | 164,714 |
Property operating expenses | 19,128 | 27,832 | 174,911 | 278,942 |
Acquisition-related expenses | 44,492 | |||
Professional fees | 787 | 208 | 2,959 | 3,424 |
Total operating expenses | 97,982 | 83,355 | 369,933 | 491,572 |
OPERATING INCOME | (53,931) | (56,670) | (77,007) | (228,015) |
Corporate | ||||
OPERATING EXPENSES | ||||
Management and performance fees—related party | 715,060 | 413,518 | 2,739,856 | 1,572,905 |
Professional fees | 129,869 | 86,804 | 359,015 | 271,615 |
General and administrative expenses | 40,710 | 32,380 | 187,425 | 149,377 |
Total operating expenses | 885,639 | 532,702 | 3,286,296 | 1,993,897 |
OPERATING INCOME | $ (885,639) | $ (532,702) | $ (3,286,296) | $ (1,993,897) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Oct. 23, 2015 | Oct. 19, 2015 | Oct. 09, 2015 | Sep. 30, 2015 | Dec. 31, 2012 | Oct. 01, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||||
Record date | Oct. 1, 2015 | Dec. 18, 2012 | |||||
Payment date | Oct. 8, 2015 | Dec. 26, 2012 | |||||
Preferred stock, shares outstanding | 29 | 29 | |||||
Subsequent Events | |||||||
Subsequent Event [Line Items] | |||||||
Dividend declared per share | $ 0.0625 | ||||||
Dividend payable amount | $ 680,678 | ||||||
Aggregate amount paid | $ 135,940 | ||||||
Percentage of annual sub-advisory fee | 1.00% | ||||||
Initial public offering fee description | Additionally, because the initial public offering raised less than $84.75 million, there will be additional make-whole payments calculated, (i) for the acquisition fee based on 2% of the difference between $84.75 million and the gross proceeds raised, (ii) for the management fee based on 1% of the difference between $84.75 million and the gross proceeds raised and (iii) such payments are based on capital raised between October 31, 2014 and six months after the date of this offering. Any acquisition fee make-whole payments will be paid as acquisitions occur and any management fee make-whole payments will be paid quarterly in arrears until such time that the difference in capital has been raised by the Company (whether by additional equity issuance or through debt sources). | ||||||
Acquisition fee percentage | 2.00% | ||||||
Management fee percentage | 1.00% | ||||||
Redemption price per share | $ 1,100 | ||||||
Repayment of amount outstanding | $ 25,000,000 | ||||||
Subsequent Events | Maximum | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from issuance initial public offering | $ 84,750,000 | ||||||
Subsequent Events | Underwriting Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of stock— securities sales (in shares) | 6,000,000 | ||||||
Share price | $ 8 | ||||||
Proceeds net of underwriting discounts and other offering costs | $ 39,200,000 | ||||||
Subsequent Events | Contribution Agreement | American Farmland Advisors LLC | |||||||
Subsequent Event [Line Items] | |||||||
Common units received | 986,438 | ||||||
Consideration amount | $ 8,900,000 |