Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 09, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Farmland Partners Inc. | |
Entity Central Index Key | 1,591,670 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,071,250 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Combined Consolidated Balance S
Combined Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Land, at cost | $ 524,285 | $ 290,828 |
Grain facilities | 5,447 | 4,830 |
Groundwater | 7,767 | 6,333 |
Irrigation improvements | 13,851 | 11,909 |
Drainage improvements | 2,755 | 1,641 |
Permanent plantings | 1,845 | 1,168 |
Other | 1,363 | 913 |
Construction in progress | 603 | 286 |
Real estate, at cost | 557,916 | 317,908 |
Less accumulated depreciation | (1,988) | (1,671) |
Total real estate, net | 555,928 | 316,237 |
Deposits | 264 | 765 |
Cash | 35,732 | 23,514 |
Notes and interest receivable, net | 2,760 | 2,812 |
Deferred offering costs | 267 | 267 |
Accounts receivable, net | 1,721 | 703 |
Inventory | 225 | 249 |
Other | 941 | 407 |
TOTAL ASSETS | 597,838 | 344,954 |
LIABILITIES | ||
Mortgage notes and bonds payable, net | 289,604 | 187,074 |
Dividends payable | 2,404 | 2,060 |
Accrued interest | 1,539 | 681 |
Accrued property taxes | 923 | 764 |
Deferred revenue (See Note 2) | 12,045 | 4,854 |
Accrued expenses | 1,361 | 1,292 |
Total liabilities | $ 307,876 | $ 196,725 |
Commitments and contingencies (See Note 6 and Note 8) | ||
Redeemable non-controlling interests in operating partnership, common units | $ 9,519 | $ 9,695 |
Redeemable non-controlling interests in operating partnership, preferred units | 117,283 | |
EQUITY | ||
Common stock, $0.01 par value, 500,000,000 shares authorized; 12,072,321 shares issued and outstanding at March 31, 2016, and 11,978,675 shares issued and outstanding at December 31, 2015 | 118 | 118 |
Additional paid in capital | 118,171 | 114,783 |
Retained earnings (deficit) | (695) | 659 |
Cumulative dividends | (8,728) | (7,188) |
Non-controlling interests in operating partnership | 54,294 | 30,162 |
Total equity | 163,160 | 138,534 |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST IN OPERATING PARTNERSHIP AND EQUITY | $ 597,838 | $ 344,954 |
Combined Consolidated Balance 3
Combined Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Combined Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 12,072,321 | 11,978,675 |
Common stock, shares outstanding | 12,072,321 | 11,978,675 |
Combined Consolidated Statement
Combined Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
OPERATING REVENUES: | ||
Rental income (See Note 2) | $ 4,417 | $ 2,030 |
Tenant reimbursements | 69 | 73 |
Other revenue | 206 | |
Total operating revenues | 4,692 | 2,103 |
OPERATING EXPENSES | ||
Depreciation and depletion | 317 | 173 |
Property operating expenses | 440 | 200 |
Acquisition and due diligence costs | 57 | 11 |
General and administrative expenses | 1,526 | 875 |
Legal and accounting | 367 | 268 |
Other operating expenses | 89 | |
Total operating expenses | 2,796 | 1,527 |
OPERATING INCOME | 1,896 | 576 |
OTHER (INCOME) EXPENSE: | ||
Other income | (28) | |
Interest expense | 3,854 | 773 |
Total other expense | 3,826 | 773 |
NET LOSS | (1,930) | (197) |
Net loss attributable to non-controlling interests in operating partnership | 475 | 40 |
Net loss attributable to redeemable non-controlling interests in operating partnership | 101 | |
Net loss attributable to the Company | (1,354) | (157) |
Nonforfeitable distributions allocated to unvested restricted shares | (30) | (25) |
Net loss available to common stockholders of Farmland Partners Inc. | $ (1,780) | $ (182) |
Basic and diluted per common share data: | ||
Basic net income (loss) available to common stockholders (in dollars per share) | $ (0.15) | $ (0.02) |
Diluted net income (loss) available to common stockholders (in dollars per share) | $ (0.15) | $ (0.02) |
Basic weighted average common shares outstanding (in shares) | 11,834 | 7,530 |
Diluted weighted average common shares outstanding (in shares) | 11,834 | 7,530 |
Redeemable OP units | ||
OTHER (INCOME) EXPENSE: | ||
Distributions to non-controlling interest | $ (113) | |
Redeemable Preferred OP Units | ||
OTHER (INCOME) EXPENSE: | ||
Distributions to non-controlling interest | $ (283) |
Combined Consolidated Statemen5
Combined Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (1,930,000) | $ (197,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and depletion | 317,000 | 173,000 |
Amortization of discounts/premiums on debt | 200,000 | 60,000 |
Amortization of net origination fees related to notes receivable | (3,000) | |
Amortization of below market leases | (43,000) | 0 |
Stock based compensation | 243,000 | 239,000 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (1,018,000) | 157,000 |
Decrease in interest receivable | 4,000 | |
Increase in other assets | (192,000) | (66,000) |
Decrease in inventory | 24,000 | |
Increase in accrued interest | 857,000 | 257,000 |
Increase (decrease) in accrued expenses | 9,000 | (259,000) |
Increase in deferred revenue | 7,234,000 | 4,549,000 |
Increase in accrued property taxes | 78,000 | 37,000 |
Net cash provided by operating activities | 5,780,000 | 4,950,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Real estate acquisitions | (93,187,000) | (11,162,000) |
Real estate improvements | (698,000) | (2,073,000) |
Principal receipts on notes receivable | 50,000 | |
Net cash used in investing activities | (93,835,000) | (13,235,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings from mortgage notes payable | 159,000,000 | |
Repayments on mortgage notes payable | (56,000,000) | (6,102,000) |
Payment of debt issuance costs | (667,000) | (42,000) |
Dividends on common stock | (1,527,000) | (897,000) |
Distributions to non-controlling interests in operating partnership | (533,000) | (226,000) |
Net cash provided by (used in) financing activities | 100,273,000 | (7,267,000) |
NET INCREASE (DECREASE) IN CASH | 12,218,000 | (15,552,000) |
CASH, BEGINNING OF PERIOD | 23,514,000 | 33,736,000 |
CASH, END OF PERIOD | 35,732,000 | 18,184,000 |
Cash paid during period for interest | 2,804,000 | 456,000 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Distributions payable | 2,404,000 | |
Additions to real estate improvements included in accrued expenses | 51,000 | 240,000 |
Financing fees included in accrued expenses | 3,000 | 61,000 |
Issuance of equity from non-controlling interests in operating partnership in conjunction with acquisitions | 145,826,000 | |
Deposits included in accrued expenses | 40,000 | |
Issuance of common stock in conjunction with acquisition | 713,000 | |
Real estate acquisition costs included in accrued expenses | 6,000 | 240,000 |
Property tax liability assumed in acquisitions | 80,000 | 3,000 |
Redeemable OP units | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Distributions payable | 2,404,000 | $ 1,130,000 |
Redeemable Preferred OP Units | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Distributions payable | $ 283,000 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Organization and Significant Accounting Policies | |
Organization and Significant Accounting Policies | Note 1—Organization and Significant Accounting Policie s Organization Farmland Partners Inc., collectively with its subsidiaries (the “Company”), is an internally managed real estate company that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America. The Company was incorporated in Maryland on September 27, 2013. The Company is the sole member of the general partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013. As of March 31, 2016, the Company owned a portfolio of 255 farms, as well as 13 grain storage facilities, which are consolidated in these financial statements. All of the Company’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of March 31, 2016, the Company owned a 40.4% interest in the Operating Partnership (see “Note 9—Stockholders’ Equity and Non-controlling Interests” for additional discussion regarding Class A common units of limited partnership interest in the Operating Partnership (“OP units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Preferred units”)). The Company and the Operating Partnership commenced operations upon completion of the underwritten initial public offering of shares of the Company’s common stock (the “IPO”) on April 16, 2014 (see “Note 9—Stockholders’ Equity and Non-controlling Interests”). Concurrently with the completion of the IPO, the Company’s predecessor, FP Land LLC, a Delaware limited liability company (“FP Land”), merged with and into the Operating Partnership, with the Operating Partnership surviving (the “FP Land Merger”). As a result of the FP Land Merger, the Operating Partnership succeeded to the business and operations of FP Land, including FP Land’s 100% fee simple interest in a portfolio of 38 farms and three grain storage facilities (the “Contributed Properties”). The Company elected to be taxed as a real estate investment trust, (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, (the “Code”), commencing with its short taxable year ended December 31, 2014. On March 16, 2015, the Company formed FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), as a taxable REIT subsidiary. The TRS was formed to provide volume purchasing services to the Company’s tenants and also to operate a small scale custom farming business on 641 acres of farmland owned by the Company and located in Nebraska. Principles of Combination and Consolidation The accompanying combined consolidated financial statements for the periods ended March 31, 2016 and 2015 are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and the Operating Partnership. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s financial condition as of March 31, 2016 and December 31, 2015 and the results of operations for the three months ended March 31, 2016 and 2015, reflect the financial condition and results of operations of the Company. Interim Financial Information The information in the Company’s combined consolidated financial statements for the three months ended March 31, 2016 and 2015 is unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements for the three months ended March 31, 2016 and 2015 include adjustments based on management’s estimates (consisting of normal and recurring accruals), which the Company considers necessary for a fair presentation of the results for the periods. The financial information should be read in conjunction with the combined consolidated financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K, which the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2016. Operating results for the three months ended March 31, 2016 are not necessarily indicative of actual operating results for the entire year ending December 31, 2016. The combined consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Real Estate Acquisitions The Company accounts for all acquisitions in accordance with the business combinations standard. When the Company acquires farmland that was previously operated as a rental property, the Company evaluates whether a lease is in place or a crop is being produced at the time of closing of the acquisition. If a lease is in place or a crop is being produced, the Company accounts for the transaction as a business combination and charges the costs associated with the acquisition to acquisition and due diligence costs on the statement of operations, as incurred. Otherwise, acquisitions with no lease in place or crops being produced at the time of acquisition are accounted for as an asset acquisition with the transaction costs incurred capitalized to the assets acquired. When the Company acquires farmland in a sale-lease back transaction, the Company accounts for the transaction as an asset acquisition. Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements, groundwater, permanent plantings (bushes, shrubs, vines, and perennial crops), and grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases, and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets of acquired real estate by valuing the land as if it were unimproved. The Company values improvements, including permanent plantings and grain facilities, at replacement cost as new, adjusted for depreciation. Management’s estimates of land value are made using a comparable sales analysis. Factors considered by management in its analysis of land value include soil types and water availability and the sales prices of comparable farms. Management’s estimates of groundwater value are made using historical information obtained regarding the applicable aquifer. Factors considered by management in its analysis of groundwater value are related to the location of the aquifer and whether or not the aquifer is a depletable resource or a replenishing resource. If the aquifer is a replenishing resource, no value is allocated to the groundwater. The Company includes an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed. When above or below market leases are acquired, the Company values the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on the accompanying combined consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases. As of March 31, 2016, all below market leases had been fully amortized, with amortization totaling $43,085 recorded in the three months ended March 31, 2016. There were no below market leases or related amortization recorded during the three months ended March 31, 2015, and no above market leases at March 31, 2016 and March 31, 2015. As of March 31, 2016 and December 31, 2015, the Company did not have any in-place lease or tenant relationship intangibles. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company’s evaluation of the specific characteristics of each tenant’s lease, availability of replacement tenants, probability of lease renewal, estimated down time, and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships will be included as an intangible asset and will be amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including (i) above and below market leases, (ii) in-place lease values, and (iii) tenant relationships, would be recorded to revenue or expense as appropriate. The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition in accordance with GAAP. If the asset acquisition is abandoned, the capitalized asset acquisition costs will be expensed to acquisition and due diligence costs in the period of abandonment in which the acquisition is abandoned. Total consideration for acquisitions may include a combination of cash and equity securities. When equity securities are issued, the Company determines the fair value of the equity securities issued based on the number of shares of common stock and OP units issued multiplied by the stock price on the date of closing in the case of common stock and OP units and by liquidation preference in the case of preferred units. Using information available at the time of acquisition, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition. Real Estate The Company’s real estate consists of land, groundwater and improvements made to the land consisting of permanent plantings, grain facilities, irrigation improvements, drainage improvements and other improvements. The Company records real estate at cost and capitalizes improvements and replacements when they extend the useful life or improve the efficiency of the asset. Construction in progress includes the costs to build new grain storage facilities and install new pivots and wells on newly acquired farms. The Company begins depreciating assets when the asset is ready for its intended use. The Company expenses costs of repairs and maintenance as such costs are incurred. The Company computes depreciation and depletion for assets classified as improvements using the straight-line method over their estimated useful lives as follows: Years Grain facilities - Irrigation improvements - Drainage improvements - Groundwater - Permanent plantings - Other - The Company periodically evaluates the estimated useful lives for groundwater based on current state water regulations and depletion levels of the aquifers. When a sale occurs, the Company recognizes the associated gain when all consideration has been transferred, the sale has closed and there is no material continuing involvement. If a sale is expected to generate a loss, the Company first assesses it through the impairment evaluation process—see “Impairment of Real Estate Assets” below. Impairment of Real Estate Assets The Company evaluates its tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property’s operating performance, deteriorating market conditions or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, the Company projects the total undiscounted cash flows of the asset, including proceeds from disposition, and compares them to the net book value of the asset. If this evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset. There have been no impairments recognized on real estate assets in the accompanying financial statements. Cash The Company’s cash at March 31, 2016 and December 31, 2015 was held in the custody of two financial institutions. The Company’s balance at any given financial institution may at times exceed federally insurable limits. The Company monitors balances with individual financial institutions to mitigate risks relating to balances exceeding such limits. Debt Issuance Costs Costs incurred by the Company or its predecessor in obtaining debt are deducted from the face amount of mortgage notes and bonds payable. During the three months ended March 31, 2016, $ 669,161 , in costs were incurred in conjunction with the MetLife Term Loans and the MSD Bridge Loan (as defined below) (see “Note 7—Mortgage Notes and Bonds Payable”). During the three months ended March 31, 2016, the Company paid 4% of the principal amount of the MSD Bridge Loan, or $2,120,000 as additional interest in the form of a discount on issuance. During the three months ended March 31, 2015, $103,215 in costs were incurred in conjunction with the issuance of two bonds under the Farmer Mac Facility (See “Note 7—Mortgage Notes and Bonds Payable”). Debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the respective terms of the related indebtedness. Any unamortized amounts upon early repayment of mortgage notes payable are written off in the period in which repayment occurs. Fully amortized deferred financing fees are removed from the balance sheet upon maturity or repayment of the underlying debt. The Company recorded amortization expense of $223,211 and $47,964 for the three months ended March 31, 2016 and 2015, respectively. The Company wrote off $6,209 and $12,300 in deferred financing fees in conjunction with early repayment of debt during the three months ended March 31, 2016 and 2015, respectively. Accumulated amortization of deferred financing fees was $539,694 and $310,274 as of March 31, 2016 and December 31, 2015, respectively. Notes and Interest Receivable Notes receivable are stated at their unpaid principal balance and include unamortized direct origination costs, prepaid interest and accrued interest through the reporting date, less any allowance for losses and unearned borrower paid points. Management determines the appropriate classification of debt securities at the time of issuance and reevaluates such designation as of each statement of financial position date. As of March 31, 2016, the Company had two outstanding notes under the FPI Loan Program (as defined below) (see “Note 6—Notes Receivable”) and have designated each of the notes receivable as held-to-maturity based on the Company’s intent and ability to hold the security until maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the straight-line method, which approximates the effective interest method. Such amortization, including interest, is included in other revenue within the Company’s combined consolidated statements of operations. See “Note 6—Notes Receivable.” Allowance for Note and Interest Receivable A note is placed on non-accrual status when management determines, after considering economic and business conditions and collection efforts, that the note is impaired or collection of interest is doubtful. The accrual of interest on the instrument ceases when there is concern that principal or interest due according to the note agreement will not be collected. Any payment received on such non-accrual notes are recorded as interest income when the payment is received. The note is reclassified as accrual-basis once interest and principal payments become current. The Company periodically reviews the value of the underlying collateral of farm real estate for the note receivable and evaluates whether the value of the collateral continues to provide adequate security for the note. Should the value of the underlying collateral become less than the outstanding principal and interest, the Company will determine whether an allowance is necessary. Any uncollectible interest previously accrued is also charged off. As of March 31, 2016, the Company believes the value of the underlying collateral for each of the notes to be sufficient and in excess of the respective outstanding principal and accrued interest. There were no notes receivable that were past due at March 31, 2016 and December 31, 2015. Deferred Offering Costs Deferred offering costs include incremental direct costs incurred by the Company in conjunction with proposed or actual offerings of securities. At the completion of the offering, the deferred offering costs are charged ratably as a reduction of the gross proceeds of equity as stock is issued. If an offering is abandoned, the previously deferred offering costs will be charged to operations in the period in which the offering is abandoned. The Company incurred $0 and $30,360 in offering costs during the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 and December 31, 2015, the Company had $267,253 in deferred offering costs related to regulatory, legal, accounting and professional service costs associated with proposed or actual offerings of securities. Accounts Receivable Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions and is maintained at a level believed adequate by management to absorb estimated bad debts based on historical experience and current economic conditions. The provision is charged against revenue if the provision is established in the same period as the receivable and corresponding revenue was recognized. If the receivable and corresponding revenue was recorded in a prior period the provision is charged against operating expenses. The allowance for doubtful accounts was $78,186 as of March 31, 2016 and December 31, 2015. Inventory The costs of growing crops are accumulated until the time of harvest at the lower of cost or market value and are included in inventory in the combined consolidated balance sheets. Costs are allocated to growing crops based on a percentage of the total costs of production and total operating costs that are attributable to the portion of the crops that remain in inventory at the end of the period. Growing crop consists primarily of land preparation, cultivation, irrigation and fertilization costs incurred by FPI Agribusiness. Growing crop inventory is charged to cost of products sold when the related crop is harvested and sold. During the quarter ended March 31, 2016, cost of harvested crop sold totaled $88,899 and is included in other operating expenses on the statement of operations. There was no cost of harvested crops sold for the quarter ended March 31, 2015. Harvested crop inventory includes costs accumulated during both the growing and harvesting phases. Growing crop inventory includes costs accumulated during the current crop year for crops which have not been harvested. Both harvested and growing crop are stated at the lower of cost or the estimated net realizable value, which is the market price, based upon the nearest market in the geographic region, less any cost of disposition. Cost of disposition includes broker’s commissions, freight and other marketing costs. Other inventory, such as fertilizer and pesticides, is valued at the lower of cost or market. Inventory consisted of the following: (in thousands) March 31, 2016 December 31, 2015 Harvested crop $ $ Growing crop — Fertilizer and pesticides $ $ Revenue Recognition Rental income includes rents that each tenant pays in accordance with the terms of its lease. Minimum rents pursuant to leases are recognized as revenue on a straight-line basis over the lease term, including renewal options in the case of bargain renewal options. Deferred revenue includes the cumulative difference between the rental revenue recorded on a straight-line basis and the cash rent received from tenants in accordance with the lease terms. Acquired below market leases are included in deferred revenue on the accompanying combined consolidated balance sheets, which are amortized into rental income over the life of the respective leases, plus the terms of the below market renewal options, if any. Leases in place as of March 31, 2016 had terms ranging from one to five years. As of March 31, 2016, the Company had 17 leases with renewal options and five leases with rent escalations. The majority of the Company’s leases provide for a fixed annual or semi-annual cash rent payment. Tenant leases on acquired farms generally require the tenant to pay the Company rent for the entire initial year regardless of the date of acquisition, if the acquisition is closed prior to, or shortly after, planting of crops. If the acquisition is closed later in the year, the Company typically receives a partial rent payment or no rent payment at all at the time the acquisition is completed. Certain of the Company’s leases provide for a rent payment determined as a percentage of the gross farm proceeds, a percentage of harvested crops, or a fixed crop quantity at a fixed price. As of March 31, 2016, a majority of such leases provided for a rent payment determined as a percentage of the gross farm proceeds. Revenue under leases providing for a payment equal to a percentage of the harvested crop or a percentage of the gross farm proceeds are recorded at the guaranteed crop insurance minimums and recognized ratably over the lease term during the crop year. Upon notification from the grain facility that grain has been delivered or when the tenant has notified the Company of the total amount of gross farm proceeds, the excess amount to be received over the guaranteed insurance minimums is recorded as revenue. Certain of the Company’s leases provide for minimum cash rent plus a bonus based on gross farm proceeds. Revenue under this type of lease is recognized on a straight-line basis over the lease term based on the minimum cash rent. Bonus rent is recognized upon notification from the tenant of the gross farm proceeds for the year. Tenant reimbursements include reimbursements for real estate taxes that each tenant pays in accordance with the terms of its lease. When leases require that the tenant reimburse the Company for property taxes paid by the Company, the reimbursement is reflected as tenant reimbursement revenue on the statements of operations, as earned, and the related property tax as property operating expense, as incurred. When a lease requires that the tenant pay the taxing authority directly, the Company does not incur this cost. If and when it becomes probable that a tenant will not be able to bear the property-related costs, the Company will accrue the estimated expense. The Company records revenue from the sale of harvested crops when the harvested crop has been delivered to a grain facility and title has transferred. Revenues from the sale of harvested crops totaling $149,283 were recognized during the three month ended March 31, 2016, with no revenues recognized in 2015’s comparable period. Harvested crops delivered under marketing contracts are recorded using the fixed price of the marketing contract at the time of delivery to a grain facility. Harvested crops delivered without a marketing contract are recorded using the market price at the date the harvested crop is delivered to the grain facility and title has transferred. The Company recognizes interest income on notes receivable on an accrual basis over the life of the note. Direct origination costs are netted against loan origination fees and are amortized over the life of the note using the straight-line method, which approximates the effective interest method, as an adjustment to interest income which is included in operating revenues as a component of other revenue in the Company’s Combined Consolidated Statements of Operations. Income Taxes As a REIT, the Company is permitted to deduct dividends, for income tax purposes, paid to its stockholders, thereby eliminating the U.S. federal taxation of income represented by such distributions at the Company level, provided certain requirements are met. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates. The Company incurred no income tax expense for the three months ended March 31, 2016 and 2015. The Operating Partnership leases certain of its farms to the TRS, which is subject to federal and state income taxes. The TRS accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis of assets and liabilities and their respective income tax basis and for operating loss, capital loss and tax credit carryforwards based on enacted income tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized after consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. There was no taxable income from the TRS for the three months ended March 31, 2016 and 2015, and at March 31, 2016 and December 31, 2015, the Company did not have any deferred tax assets or liabilities. The Company performs quarterly reviews for any uncertain tax positions and, if necessary, will record future tax consequences of uncertain tax positions in the financial statements. An uncertain tax position is defined as a position taken or expected to be taken in a tax return that is not more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. At March 31, 2016 and December 31, 2015, the Company did not identify any uncertain tax positions. When the Company acquires a property in a business combination, the Company evaluates such acquisition for any related deferred tax assets or liabilities and determines if a deferred tax asset or liability should be recorded in conjunction with the purchase price allocation. If a built-in gain is acquired, the Company evaluates the required holding period (generally 5 - 10 years) and determines if it has the ability and intent to hold the underlying assets for the necessary holding period. If the Company has the ability to hold the underlying assets for the required holding period, no deferred tax liability is recorded with respect to the built-in gain. Derivatives and Hedge Accounting The Company enters into marketing contracts to sell commodities. Derivatives and hedge accounting guidance requires a company to evaluate these contracts to determine whether the contracts are derivatives. Certain contracts that meet the definition of a derivative may be exempt from derivative accounting if designated as normal purchases or normal sales. The Company evaluates all contracts at inception to determine if they are derivatives and if they meet the normal purchases and normal sales designation requirements. All contracts entered into during the three months ended March 31, 2016 and the year ended December 31, 2015 met the criteria to be exempt from derivative accounting and have been designated as normal purchase and sales exceptions for hedge accounting. Segment Reporting The Company’s chief operating decision maker does not evaluate performance on a farm-specific or transactional basis and does not distinguish the Company’s principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP. Earnings Per Share Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the weighted average number of unvested restricted shares (“participating securities” as defined in “Note 9—Stockholders’ Equity and Non-controlling Interests”). Diluted earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, plus other potentially dilutive securities such as stock grants or shares that would be issued in the event that OP units or Preferred units are redeemed for shares of common stock of the Company. No adjustment is made for shares that are anti-dilutive during a period. Non-controlling Interests The Company’s non-controlling interests represent interests in the Operating Partnership not owned by the Company. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The Company classifies non-controlling interests that are contingently redeemable solely for cash (unless stockholder approval is obtained to redeem for shares of common stock) one year after issuance or deemed probable to eventually become redeemable and which have redemption features outside of its control, as redeemable non-controlling interests in the mezzanine section of the combined consolidated balance sheets. For the non-controlling interests represented by OP units, the Company has elected to accrete the change in redemption value subsequent to issuance and during the respective 12-month holding period, after which point the OP units will be marked to redemption value at the end of each reporting period. The redeemable non-controlling interests represented by Preferred units are carried at their liquidation preference plus accrued and unpaid cumulative dividends. The Preferred units, after the 10 th anniversary of the initial issuance, are redeemable and convertible without action or approval of the General Partner or the Partnership. The majority of the Company’s non-controlling interests, which are redeemable for cash or shares of the Company’s common stock at the Company’s option, are reported in the equity section of the Company’s combined consolidated balance sheets. The amounts reported for non-controlling interests on the Company’s combined consolidated statements of operations represent the portion of income or losses not attributable to the Company. Stock Based Compensation From time to time, the Company may award restricted shares of its common stock under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”) as compensation to officers, employees, non-employee directors and non-employee consultants (see “Note 9—Stockholders’ Equity and Non-controlling Interests”). The shares of |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2016 | |
Revenue Recognition | |
Revenue Recognition | Note 2—Revenue Recognition For the majority of its leases the Company receives at least 50% of the annual lease payment from tenants either during the first quarter of the year or at the time of acquisition of the related farm, with the remainder of the lease payment due in the second half of the year. As such, the rental income received is recorded on a straight-line basis over the lease term. The lease term generally includes periods when a tenant: (1) may not terminate its lease obligation early; (2) may terminate its lease obligation early in exchange for a fee or penalty that the Company considers material enough such that termination would not be probable; (3) possesses renewal rights and the tenant’s failure to exercise such rights imposes a penalty on the tenant material enough such that renewal appears reasonably assured; or (4) possesses bargain renewal options for such periods. Payments received in advance are included in deferred revenue until they are earned. As of March 31, 2016 and December 31, 2015, the Company had $1 2,044,816 and $4,853,837 , respectively, in deferred revenue. There were no unamortized below market leases at March 31, 2016 and $43,085 in below market leases included in deferred revenue at December 31, 2015. The following sets forth a summary of the cash rent received during the three months ended March 31, 2016 and 2015 and the rental income recognized for the three months ended March 31, 2016 and 2015: Cash rent received Rental income recognized For the three months ended For the three months ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Leases in effect at the beginning of the year $ $ $ $ Leases entered into during the year $ $ $ $ Future minimum lease payments from tenants under all non-cancelable leases in place as of March 31, 2016, including lease advances, when contractually due, but excluding tenant reimbursement of expenses for the remainder of 2016 and each of the next four years as of March 31, 2016 are as follows: (in thousands) Future rental Year Ending December 31, payments Remaining nine months of 2016 $ 2017 2018 2019 2020 $ Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. |
Concentration Risk
Concentration Risk | 3 Months Ended |
Mar. 31, 2016 | |
Concentration Risk | |
Concentration Risk | Note 3—Concentration Risk Credit Risk For the three months ended March 31, 2016 and 2015 the Company had certain tenant concentrations as presented in the table below. Astoria Farms and Hough Farms were considered related parties for the three months ended March 31, 2015 (see ‘‘Note 4—Related Party Transactions’’). If a significant tenant, representing a tenant concentration, fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be re-leased on satisfactory terms, there could be a material adverse effect on the Company’s financial performance and the Company’s ability to continue operations. Rental income received is recorded on a straight-line basis over the applicable lease term. The following is a summary of the Company’s significant tenants: (in thousands) Rental income recognized Cash rent received For the three months ended For the three months ended March 31, March 31, 2016 2015 2016 2015 Astoria Farms $ % $ % $ — - % $ % Hough Farms % % — - % % Justice Family Farms (1) % — — % — - % Hudye Farms tenant A % % — - % % $ % $ % $ % $ % (1) The Justice farms were acquired in two separate transactions that closed on December 22, 2014 and June 2, 2015 . Geographic Risk The following table summarizes the percentage of approximate total acres owned as of March 31, 2016 and 2015 and rental income recorded by the Company for the three months ended March 31, 2016 and 2015 by location of the farms: Approximate % of total acres Rental Income As of March 31, For the three months ended March 31, Location of Farm 2016 2015 2016 2015 Illinois % % % % Colorado % % % % Other % % % % North Carolina % — % % — % Arkansas % % % % South Carolina % % % % Nebraska % % % % Mississippi % % % % % % % % |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions As of March 31, 2016 and 2015, 6% and 16% , respectively, of the acres in the Company’s farm portfolio were rented to and operated by Astoria Farms or Hough Farms, both of which were related parties prior to December 31, 2015. Astoria Farms is a partnership in which Pittman Hough Farms LLC (“Pittman Hough Farms”), which was previously 75% owned by Mr. Pittman, had a 33.34% interest. The balance of Astoria Farms was held by limited partnerships in which Mr. Pittman previously was the general partner. Hough Farms is a partnership in which Pittman Hough Farms previously had a 25% interest. Effective as of December 31, 2015, Mr. Pittman neither owns any direct or indirect interest in, nor has control of, either Astoria Farms or Hough Farms. The aggregate rent recognized by the Company for these entities for the three months ended March 31, 2016, and 2015 was $617,959 and $670,429 , respectively. American Agriculture Corporation (‘‘American Agriculture’’) is a Colorado corporation that was previously 75% owned by Mr. Pittman and 25% owned by Jesse J. Hough, who provides consulting services to the Company. Effective as of December 31, 2015, Mr. Pittman does not own any interest in American Agriculture and American Agriculture is no longer a related party. The Company reimbursed American Agriculture $0 and $16,816 for general and administrative expenses during the three months ended March 31, 2016 and 2015, respectively, which are included in general and administrative expenses in the combined consolidated statements of operations. On July 21, 2015, the Company entered into a lease agreement with American Agriculture Aviation LLC (“American Ag Aviation”) for the use of a private plane for business purposes. American Ag Aviation is a Colorado limited liability company that is owned 100% by Mr. Pittman. During the three months ended March 31, 2016, the Company incurred costs of $47,053 which were reimbursable to American Ag Aviation for use of the aircraft in accordance with the lease agreement. These costs were recognized based on the nature of the associated use, as follows: (i) general and administrative - expensed as general and administrative expenses within the Company’s combined consolidated statements of operations; (ii) land acquisition (accounted for as an asset acquisition) - allocated to the acquired real estate assets within the Company’s combined consolidated balance sheets; and (iii) land acquisition (accounted for as a business combination) - expensed as acquisition and due diligence costs within the Company’s combined consolidated statements of operations. On April 1, 2015, the TRS and Hough Farms entered into a custom farming arrangement, pursuant to which Hough Farms performs custom farming on 641 acres owned by the Company located in Nebraska and Illinois. During the three months ended March 31, 2016, the Company incurred $ 1,250 in custom farming costs, which are included in inventory in the combined consolidated balance sheets. As of March 31, 2016 and December 31, 2015, the Company owed Hough Farms $0 and $11,946 , respectively for fungicide application related costs, which are included in accrued expenses in the combined consolidated balance sheet. |
Real Estate
Real Estate | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate | |
Real Estate | Note 5—Real Estate As of March 31, 2016, the Company owned 25 5 separate farms, as well as 13 grain storage facilities. During the three months ended March 31, 2016, the Company acquired the following farms: (in thousands except acre) Total Date approximate Purchase Acquisition Acquisition / Farm State acquired acres price costs Type of acquisition Knowles Georgia 1/12/2016 $ $ Asset Acquisition Borden Michigan 1/21/2016 — Business Combination Reinart Farm Texas 1/27/2016 Asset Acquisition Chenoweth Illinois 2/26/2016 — Asset Acquisition Forsythe Farms (1) Illinois 3/2/2016 Asset Acquisition Knight Georgia 3/11/2016 Asset Acquisition Gurga Illinois 3/24/2016 — Asset Acquisition Condrey Louisiana 3/31/2016 Asset Acquisition $ $ (1) This acquisition closed on March 2, 2016. The purchase price of the property was comprised of (a) $50.0 million in cash, (b) an aggregate of 2,608,695 OP Units valued at $11.05 per OP Unit and (c) 117,000 Preferred units. See “Note 9 – Stockholders’ Equity and Non-controlling Interests”. During the three months ended March 31, 2015, the Company acquired the following farms: (in thousands except acres) Total Date approximate Purchase Acquisition Acquisition / Farm State acquired acres price costs Type of acquisition Swarek Mississippi 1/14/2015 $ $ Asset acquisition Stonington Bass Colorado 2/18/2015 Business combination Benda Butler Nebraska 2/24/2015 Asset acquisition Benda Polk Nebraska 2/24/2015 Asset acquisition Timmerman (1) Colorado 3/13/2015 Asset acquisition Cypress Bay South Carolina 3/13/2015 Asset acquisition $ $ (1) On March 13, 2015, the Company issued 63,581 shares of common stock (with a fair value of $712,743 as of the date of closing) as partial consideration for the acquisition of the Timmerman farm. The preliminary allocation of purchase price for the farms acquired during the three months ended March 31, 2016 are as follows: (in thousands) Land Groundwater Irrigation improvements Permanent plantings & other Timber Accrued property taxes Total Borden $ $ — $ $ $ — $ — $ Knowles — — — Reinart Farm — — — Chenoweth — — — — — Forsythe Farms — — Knight — — — — Gurga — — — — Condrey — — — $ $ $ $ $ $ $ The allocation of the purchase price for the farms acquired during the three months ended March 31, 2016 is preliminary and may change during the measurement period if the Company obtains new information regarding the assets acquired or liabilities assumed at the acquisition date. The allocation of purchase price for the farms acquired during the three months ended March 31, 2015 are as follows: (in thousands) Land Groundwater Irrigation improvements Permanent plantings & other Timber Accrued property taxes Total Swarek $ $ — $ $ — $ — $ — $ Stonington Bass — — — Benda Butler — — — — Benda Polk — — — — Timmerman — — Cypress Bay — — — $ $ $ $ $ — $ $ The Company has included the results of operations for the acquired real estate in the combined consolidated statements of operations from the dates of acquisition. The real estate acquired in business combinations during the three months ended March 31, 2016 contributed $27,519 to total revenue and $ 8,405 to net loss (including related real estate acquisition costs of $260 ) for the three months ended March 31, 2016. The real estate acquired during the three months ended March 31, 2015 contributed $0 to total revenue and $2,471 to net loss (including related real estate acquisition costs of $1,277 ) for the three months ended March 31, 2015. During the three months ended March 31, 2016, the Company accounted for the Borden farm as a business combination. However, as the farm was owner occupied historical results were not available and the Company has not included unaudited pro forma financial information reflecting the pro forma results as if the farm had been acquired on January 1, 2015. During the three months ended March 31, 2015, the Company accounted for the Stonington Bass farm as a business combination. However, as historical results for the farm were not available the Company has not included unaudited pro forma financial information reflecting the pro forma results as if the farm had been acquired on January 1, 2014. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2016 | |
Notes Receivable | |
Notes Receivable | Note 6—Notes Receivable In August 2015, the Company introduced an agricultural lending product aimed at farmers as a complement to the Company's business of acquiring and owning farmland and leasing it to farmers (the “FPI Loan Program”). Under the FPI Loan Program, the Company makes loans to third-party farmers (both tenant and non-tenant) to provide financing for working capital requirements and operational farming activities, farming infrastructure projects, and for other farming and agricultural real estate related projects. These loans are collateralized by farm real estate and are expected to be in principal amounts of $500,000 or more at fixed interest rates with maturities of up to three years. The Company expects the borrower to repay the loans in accordance with the loan agreements based on farming operations and access to other forms of capital, as permitted. Notes receivable are stated at their unpaid principal balance, and include unamortized direct origination costs and accrued interest through the reporting date, less any allowance for losses and unearned borrower paid points. (in thousands) Principal Outstanding as of Maturity Loan Payment Terms March 31, 2016 December 31, 2015 Date Mortgage Note Principal & interest due at maturity $ (1) $ 1/15/2017 (1) Mortgage Note Year 1 interest paid at note issuance, with remaining principal & interest due at maturity 10/30/2017 Term Note Principal & interest due at maturity - 2/2/2016 (3) Total outstanding principal Points paid, net of direct issuance costs Net prepaid interest (2) (2) Total notes and interest receivable $ $ (1) In January 2016, the maturity date of the note was extended to January 15, 2017 with year one interest received at the time of the extension and principal and remaining interest due at maturity. The Company has a commitment to fund an additional $200,000 under this note, subject to the borrower satisfying certain requirements. (2) Includes prepaid interest of $42,685 , net of $30,400 of accrued interest receivable at March 31, 2016, and prepaid interest of $60,025 , net of $52,244 of accrued interest receivable at December 31, 2015. (3) The note, including all outstanding interest, was paid in full in January 2016. The collateral for the mortgage notes receivable consists of real estate and improvements present on such real estate. For income tax purposes the aggregate cost of the investment of the mortgage notes is the carrying amount per the table above. Fair Value FASB ASC 820-10 establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: · Level 1 —Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. · Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable or can be substantially corroborated for the asset or liability, either directly or indirectly. · Level 3 —Inputs to the valuation methodology are unobservable, supported by little or no market activity and are significant to the fair value measurement. The fair value of notes receivable is valued using Level 3 inputs under the hierarchy established by GAAP and is calculated based on a discounted cash flow analysis, using interest rates based on management’s estimates of market interest rates on mortgage notes receivable with comparable terms whenever the interest rates on the notes receivable are deemed not to be at market rates. As of March 31, 2016 and December 31, 2015, the fair value of the notes receivable were $2, 796,158 and $2,842,145 , respectively. |
Mortgage Notes and Bonds Payabl
Mortgage Notes and Bonds Payable | 3 Months Ended |
Mar. 31, 2016 | |
Mortgage Notes and Bonds Payable | |
Mortgage Notes and Bonds Payable | Note 7—Mortgage Notes and Bonds Payable As of March 31, 2016 and December 31, 2015, the Company had the following indebtedness outstanding: Book Annual Value of (in thousands) Interest Collateral Rate as of Principal Outstanding as of Maturity as of Loan Payment Terms Interest Rate Terms March 31, 2016 March 31, 2016 December 31, 2015 Date March 31, 2016 First Midwest Bank Annual Interest/quarterly interest Greater of LIBOR + 2.59% or 2.80% 3.02% $ (1) $ (1) June 2016 $ First Midwest Bank Annual Interest/quarterly interest Greater of LIBOR + 2.59% or 2.80% 3.02% (1) (1) June 2016 Farmer Mac Bond #1 Semi-annual interest only 2.40% 2.40% September 2017 Farmer Mac Bond #2 Semi-annual interest only 2.35% 2.35% October 2017 Farmer Mac Bond #3 Semi-annual interest only 2.50% 2.50% November 2017 Farmer Mac Bond #4 Semi-annual interest only 2.50% 2.50% December 2017 Farmer Mac Bond #5 Semi-annual interest only 2.56% 2.56% December 2017 Farmer Mac Bond #6 Semi-annual interest only 3.69% 3.69% April 2025 Farmer Mac Bond #7 Semi-annual interest only 3.68% 3.68% April 2025 Farmer Mac Bond #8A Semi-annual interest only 3.20% 3.20% June 2020 Farmer Mac Bond #8B (3) Libor + 1.80% 1.98% (2) May 2016 — Farmer Mac Bond #9B Semi-annual interest only 3.35% 3.35% July 2020 MetLife Term Loan #1 Semi-annual interest only Greater of LIBOR + 1.75% or 2% adjusted every 3 years 2.38% — March 2026 MetLife Term Loan #2 Semi-annual interest only 2.66% adjusted every 3 years 2.66% — (4) — March 2026 — MetLife Term Loan #3 Semi-annual interest only 2.66% adjusted every 3 years 2.66% — March 2026 Total outstanding principal $ Debt issuance costs Unamortized premium Total mortgage notes and bonds payable, net $ $ (1) Messrs. Pittman and Hough unconditionally agreed to jointly and severally guarantee $11.0 million . (2) The $2.1 million bond is cross collateralized with the $41,700 bond. T he $2.1 million was paid in full in May 2016. (3) Bond is an amortizing loan with monthly principal payments that commenced on October 2, 2015 and monthly interest payments that commenced on July 2, 2015, with all remaining principal and outstanding interest due at maturity. (4) The $21.0 million available under this term loan had not been funded as of March 31, 2016. First Midwest Bank Indebtedness On April 16, 2014, the Operating Partnership, as borrower, and First Midwest Bank, as lender, entered into the Amended and Restated Business Loan Agreement, which was subsequently amended on February 24, 2015, July 24, 2015 and March 6, 2016 (the “FMW Loan Agreement”). Using proceeds from the MetLife Term Loans, as described below, this indebtedness was paid in full, including accrued interest, on April 14, 2016. The FMW Loan Agreement provided for loans in the aggregate principal amount of approximately $30,780,000 with collateral consisting of real estate and related farm rents. Farmer Mac Facility The Company and the Operating Partnership are parties to the Amended and Restated Bond Purchase Agreement, dated as of March 1, 2015 and amended as of June 2, 2015 and August 3, 2015 (the “Bond Purchase Agreement”), with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation, a wholly owned subsidiary of Farmer Mac, as bond purchaser (the “Purchaser”), regarding a secured note purchase facility (the “Farmer Mac Facility”) that has a maximum borrowing capacity of $165.0 million. Pursuant to the Bond Purchase Agreement, the Operating Partnership may, from time to time, issue one or more bonds to the Purchaser that will be secured by pools of mortgage loans, which will, in turn, be secured by first liens on agricultural real estate owned by the Company. The mortgage loans may have effective loan-to-value ratios of up to 60% , after giving effect to the overcollateralization obligations described below. Prepayment of each bond issuance is not permitted unless otherwise agreed upon by all parties to the Bond Purchase Agreement. As of March 31, 2016 and December 31, 2015, the Operating Partnership had approximately $157 .6 million and approximately $16 0.6 million outstanding, respectively, under the Farmer Mac Facility. The Farmer Mac facility is subject to the Company’s ongoing compliance with a number of customary affirmative and negative covenants, as well as financial covenants, including: a maximum leverage ratio of not more than 60% ; a minimum fixed charge coverage ratio of 1.50 to 1.00; and a minimum tangible net worth of $96,268,417 . The Company was in compliance with all applicable covenants at March 31, 2016. In connection with the Bond Purchase Agreement, on August 22, 2014, the Company and the Operating Partnership also entered into a pledge and security agreement (as amended and restated, the “Pledge Agreement”) in favor of the Purchaser and Farmer Mac, pursuant to which the Company and the Operating Partnership agreed to pledge, as collateral for the Farmer Mac Facility, all of their respective right, title and interest in (i) mortgage loans with a value at least equal to 100% of the aggregate principal amount of the outstanding bond held by the Purchaser and (ii) such additional collateral as necessary to have total collateral with a value at least equal to 110% of the outstanding notes held by the Purchaser. In addition, the Company agreed to guarantee the full performance of the Operating Partnership’s duties and obligations under the Pledge Agreement . The Bond Purchase Agreement and the Pledge Agreement include customary events of default, the occurrence of any of which, after any applicable cure period, would permit the Purchaser and Farmer Mac to, among other things, accelerate payment of all amounts outstanding under the Farmer Mac Facility and to exercise its remedies with respect to the pledged collateral, including foreclosure and sale of the agricultural real estate underlying the pledged mortgage loans. Bridge Loan Agreement On February 29, 2016, two wholly owned subsidiaries of the Operating Partnership (together, the “Bridge Borrower”) entered into a term loan agreement (the “Bridge Loan Agreement”) with MSD FPI Partners, LLC, an affiliate of MSD Partners, L.P. (the “Bridge Lender”), that provided for a loan of $53.0 million (the “Bridge Loan”), the proceeds of which were used primarily to fund the cash portion of the consideration for the acquisition of the Forsythe farms, which was completed on March 2, 2016. During the three months ended March 31, 2016, the Company paid debt issuance costs on the Bridge Loan totaling $173,907 and interest totaling $2,271,867 , of which $2,120,000 , or 4% of the Bridge Loan's principal amount, con s idered additional interest paid as discount on issuance, both of which were accrued and paid during the period. The Bridge Loan was paid in full, including accrued interest, and without prepayment penalty, on March 29, 2016 using proceeds from the MetLife Term Loans, as described below. Interest on the Bridge Loan was payable in cash monthly and accrued at a rate of LIBOR plus 3.00% per annum. In addition, under the Bridge Loan Agreement, the Bridge Borrower paid an additional one-time interest charge of 4.00% of the loan amount. In connection with the Bridge Loan, on February 29, 2016, the Company and the Operating Partnership entered into a guaranty whereby the Company and the Operating Partnership jointly and severally agreed unconditionally to guarantee all of the Bridge Borrower’s obligations under the Bridge Loan. MetLife Term Loans On March 29, 2016, five wholly owned subsidiaries of the Operating Partnership, entered into a loan agreement (the “MetLife Loan Agreement”) with MetLife, which provides for a total of $127.0 million of term loans, comprised of (i) a $90.0 million term loan (“Term Loan 1”), (ii) a $21.0 million term loan (“Term Loan 2”) and (iii) a $16.0 million term loan (“Term Loan 3” and, together with Term Loan 1 and Term Loan 2, the “MetLife Term Loans”). The proceeds of the MetLife Term Loans were used to repay existing debt (including amounts outstanding under the existing Bridge Loan), to acquire additional properties and for general corporate purposes. Each MetLife Term Loan matures on March 29, 2026 and is collateralized by first lien mortgages on certain of the Company’s properties. Interest on Term Loan 1 is payable in cash semi-annually and accrues at a floating rate that will be adjusted quarterly to a rate per annum equal to the greater of (a) the three-month LIBOR plus an initial floating rate spread of 1.750% , which may be adjusted by MetLife on each of March 29, 2019, March 29, 2022 and March 29, 2025 to an interest rate consistent with interest rates quoted by MetLife for substantially similar loans secured by real estate substantially similar to the Company’s properties securing Term Loan 1 or (b) 2.000% per annum. Term Loan 1 initially bears interest at a rate of 2.38% per annum until June 29, 2016. Subject to certain conditions, the Company may at any time during the term of Term Loan 1 elect to have all or any portion of the unpaid balance of Term Loan 1 bear interest at a fixed rate that is initially established by the lender in its sole discretion that may be adjusted from time to time to an interest rate consistent with interest rates quoted by MetLife for substantially similar loans secured by real estate substantially similar to the Company’s properties securing Term Loan 1. On any floating rate adjustment date, the Company may prepay any portion of Term Loan 1 that is not subject to a fixed rate without penalty. Interest on Term Loan 2 and Term Loan 3 is payable in cash semi-annually and accrues at an initial rate of 2.66% per annum, which may be adjusted by MetLife on each of March 29, 2019, March 29, 2022 and March 29, 2025 to an interest rate consistent with interest rates quoted by MetLife for substantially similar loans secured by real estate substantially similar to the Company’s properties securing Term Loan 2 and Term Loan 3. Subject to certain conditions, amounts outstanding under Term Loan 2 and Term Loan 3, as well as any amounts outstanding under Term Loan 1 that are subject to a fixed interest rate, may be prepaid without penalty up to 20% of the original principal amounts of such loans per year or in connection with any rate adjustments. Any other prepayments under the MetLife Term Loans generally are subject to a minimum prepayment premium of 1.00% . In connection with the MetLife Term Loans, on March 29, 2016, the Company and the Operating Partnership each entered into a separate guaranty (the “MetLife Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the MetLife Loan Agreement. The MetLife Loan Agreement contains a number of customary affirmative and negative covenants, including the requirement to maintain a loan to value ratio of no greater than 60% . The MetLife Guaranties also contain a number of customary affirmative and negative covenants. The Company was in compliance with all covenants at March 31, 2016. The MetLife Loan Agreement includes certain customary events of default, including a cross-default provision related to other outstanding indebtedness of the borrowers, the Company and the Operating Partnership, the occurrence of which, after any applicable cure period, would permit MetLife, among other things, to accelerate payment of all amounts outstanding under the MetLife Term Loans and to exercise its remedies with respect to the pledged collateral, including foreclosure and sale of the Company’s properties that secure the MetLife Term Loans. Aggregate Maturities As of March 31, 2016, aggregate maturities of long-term debt for the succeeding years are as follows: (in thousands) Year Ending December 31, Future Maturities Remaining months of 2016 $ 2017 2018 — 2019 — 2020 Thereafter $ Fair Value The fair value of the mortgage notes payable is valued using Level 3 inputs under the hierarchy established by GAAP and is calculated based on a discounted cash flow analysis, using interest rates based on management’s estimates of market interest rates on long-term debt with comparable terms whenever the interest rates on the mortgage notes payable are deemed not to be at market rates. As of March 31, 2016 and December 31, 2015, the fair value of the mortgage notes payable was $ 280,466,124 and $185,171,599 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 8—Commitments and Contingencies The Company is not currently subject to any known material contingencies arising from its business operations, nor to any material known or threatened litigation. In April 2015, the Company entered into a lease agreement for office space. The lease expires on July 31, 2019. The lease commenced June 1, 2015 and has a current monthly payment of $10,032 increasing to $10,200 in June of 2016 . As of March 31, 2016, future minimum lease payments are as follows: (in thousands) Future rental Year Ending December 31, payments Remainder of 2016 $ 2017 2018 2019 $ A sale of any of the Contributed Properties that would not provide continued tax deferral to Pittman Hough Farms is contractually restricted until the fifth (with respect to certain properties) or seventh (with respect to certain other properties) anniversary of the completion of the formation transactions. Furthermore, if any such sale or defeasance is foreseeable, the Company is required to notify Pittman Hough Farms and to cooperate with it in considering strategies to defer or mitigate the recognition of gain under the Code by any of the equity interest holders of the recipient of the OP units . As of March 31, 2016, the Company had the following properties under contract. These acquisitions closed in the second quarter of 2016 for cash. The initial accounting for the transactions are not yet complete, making certain disclosures unavailable at this time. (in thousands except for acres) Total approximate Farm Name State acres Purchase price Buckelew Mississippi $ Brett Georgia Powell Georgia $ |
Stockholders' Equity and Non-co
Stockholders' Equity and Non-controlling Interests | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity and Non-Controlling Interests | |
Stockholders' Equity and Non-Controlling Interests | Note 9—Stockholders’ Equity and Non-controlling Interests The following table summarizes the changes in the Company’s stockholders’ equity and non-controlling interests for the three months ended March 31, 2016: (in thousands) Stockholders’ Equity Common Stock Non ‑controlling Additional Interests in Paid-in Retained Cumulative Operating Total Shares Par Value Capital Earnings (Deficit) Dividends Partnership Equity Balance December 31, 2015 $ $ $ $ $ $ Net loss — — — — Grant of unvested restricted stock — — — — — — Forfeiture of unvested restricted stock — — — — Stock based compensation — — — — — Dividends accrued or paid — — — Issuance of OP units as consideration for real estate acquisition — — — — — Adjustment to arrive at redemption value of redeemable non-controlling interests in Operating Partnership — — — — — Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — Balance at March 31, 2016 $ $ $ $ $ $ Non-controlling Interests in Operating Partnership The Company consolidates its Operating Partnership. As of March 31, 2016 and December 31, 2015, the Company owned a 40.4% and 74.1% , respectively, interest in the Operating Partnership, and the remaining 59.6% and 25.9% interest, respectively, is included in non-controlling interest in Operating Partnership on the combined consolidated balance sheets. This non-controlling interest in the Operating Partnership is held in the form of OP units and Preferred units. On or after 12 months of becoming a holder of OP units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreement”), to tender for redemption all or a portion of such units in exchange for a cash amount equal to the number of tendered units multiplied by the fair market value of a share of the Company’s common stock (determined in accordance with, and subject to adjustment under, the terms of the Partnership Agreement of the), unless the terms of such units or a separate agreement entered into between the Operating Partnership and the holder of such units provide that they do not have a right of redemption or provide for a shorter or longer period before such holder may exercise such right of redemption or impose conditions on the exercise of such right of redemption. On or before the close of business on the tenth business day after the Company receives a notice of redemption, the Company may, as the parent of the general partner, in its sole and absolute discretion, but subject to the restrictions on the ownership of common stock imposed under the Company’s charter and the transfer restrictions and other limitations thereof, elect to acquire some or all of the tendered units in exchange for cash or shares of the Company’s common stock, based on an exchange ratio of one share of common stock for each OP unit (subject to anti-dilution adjustments provided in the Partnership Agreement). As of March 31, 2016 and December 31, 2015, there were 1,945,000 outstanding OP units eligible to be tendered for redemption. If the Company gives the limited partners notice of its intention to make an extraordinary distribution of cash or property to its stockholders or effect a merger, a sale of all or substantially all of its assets, or any other similar extraordinary transaction, each limited partner may exercise its right to tender its OP units for redemption, regardless of the length of time such limited partner has held its OP units. Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem OP units for shares of common stock. When an OP unit is redeemed, non-controlling interest in the Operating Partnership is reduced and stockholders’ equity is increased. The Operating Partnership intends to make distributions on each OP unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP units held by the Company being utilized to make distributions to the Company’s common stockholders. Pursuant to the consolidation accounting standard with respect to the accounting and reporting for non-controlling interest changes and changes in ownership interest of a subsidiary, changes in parent’s ownership interest when the parent retains controlling interest in the subsidiary should be accounted for as equity transactions. The carrying amount of the non-controlling interest shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent. As a result of the IPO, the July 2014 offering, the July 2015 offering, the issuance of stock compensation, and common stock and OP units issued as partial consideration for certain acquisitions, changes in the ownership percentages between the Company’s stockholders’ equity and non-controlling interest in the Operating Partnership occurred during the years ended December 31, 2015 and 2014. During the first three months of 2016 the Company decreased the non-controlling interest in the Operating Partnership and increased additional paid in capital by $ 3,466,247 . During the year ended December 31, 2015, the Company decreased the non-controlling interest in the Operating Partnership and increased additional paid in capital by $817,704 . Redeemable Non-controlling Interests in Operating Partnership, Common Units On June 2, 2015, the Company issued 1,993,709 OP units in conjunction with an asset acquisition. Beginning 12 months after issuance, the OP units may be tendered for redemption for cash, or at the Company’s option, for shares of common stock on a one for one basis up to a maximum of 1,109,985 shares of common stock. The remaining 883,724 OP units (the “Excess Units”) may be redeemed only for cash, unless the Company obtains stockholder approval to redeem such Excess Units with shares of its common stock. As the tender for redemption of the Excess Units for shares is outside of the control of the Company, these units are accounted for as temporary equity on the combined consolidated balance sheets. The Company has elected to accrete the change in redemption value of Excess Units subsequent to issuance and during the respective 12-month holding period, after which point the units will be marked to redemption value at each reporting period. Redeemable Non-controlling Interests in Operating Partnership, Preferred Units On March 2, 2016, the sole general partner of the Operating Partnership entered into Amendment No.1 (the “Amendment”) to the Partnership Agreement in order to provide for the issuance, and the designation of the terms and conditions, of the Preferred units. Under the Amendment, among other things, each Preferred unit has a $1,000 liquidation preference and is entitled to receive cumulative preferential cash distributions at a rate of 3.00% per annum of the $1,000 liquidation preference, which is payable annually in arrears on January 15 of each year or the next succeeding business day. The cash distributions are accrued ratably over the year and credited to redeemable non-controlling interest in operating partnership, preferred units on the balance sheet with the offset recorded to additional paid in capital. On March 2, 2016, 117,000 Preferred units were issued as partial consideration in the Forsythe real estate transaction (See “Note 5—Real Estate”). Upon any voluntary or involuntary liquidation or dissolution, the Preferred units are entitled to a priority distribution ahead of OP units in an amount equal to the liquidation preference plus an amount equal to all distributions accumulated and unpaid to the date of such cash distribution. Total liquidation value as of March 31, 2016 was $117,283,000 including accrued distributions. On or after March 2, 2026, the tenth anniversary of the closing of the Acquisition (the “Conversion Right Date”), holders of the Preferred units have the right to convert each Preferred unit into a number of OP units equal to (i) the $1,000 liquidation preference plus all accrued and unpaid distributions, divided by (ii) the volume-weighted average price per share of the Company’s common stock for the 20 trading days immediately preceding the applicable conversion date. All OP units received upon conversion may be immediately tendered for redemption for cash or, at the Company’s option, for shares of common stock on a one-for-one basis, subject to the terms and conditions set forth in the Partnership Agreement. Prior to the Conversion Right Date, the Preferred units may not be tendered for redemption by the Holder. On or after March 2, 2021, the fifth anniversary of the closing of the Forsythe acquisition, but prior to the Conversion Right Date, the Operating Partnership has the right to redeem some or all of the Preferred units, at any time and from time to time, for cash in an amount per unit equal to the $1,000 liquidation preference plus all accrued and unpaid distributions. In the event of a Termination Transaction (as defined in the Partnership Agreement) prior to conversion, holders of the Preferred units generally have the right to receive the same consideration as holders of OP units and common stock, on an as-converted basis. Holders of the Preferred units have no voting rights except with respect to (i) the issuance of partnership units of the Operating Partnership senior to the Preferred units as to the right to receive distributions and upon liquidation, dissolution or winding up of the Operating Partnership, (ii) the issuance of additional Preferred units and (iii) amendments to the Partnership Agreement that materially and adversely affect the rights or benefits of the holders of the Preferred units. The Preferred units are accounted for as temporary equity on the combined consolidated balance sheet as the units are convertible and redeemable for shares at a fixed and determinable price and date at the option of the holder and upon the occurrence of an event not solely within the control of the Company. The following table summarizes the changes in the Company’s redeemable non-controlling interest in the Operating Partnership for the three months ended March 31, 2016: Common Preferred (in thousands) Redeemable OP units Redeemable non-controlling interests Redeemable Preferred units Redeemable non-controlling interests Balance at December 31, 2015 $ — $ — Issuance of redeemable OP units as partial consideration for real estate acquisition — — Net loss attributable to non-controlling interest — — — Distributions to non-controlling interest — — Adjustment to arrive at redemption value of redeemable non-controlling interests in Operating Partnership, common — — — Balance at March 31, 2016 $ $ Distributions The Company’s board of directors declared and paid the following distributions to common stockholders and holders of OP units for the three months ended March 31, 2016 and the year ended December 31, 2015: Fiscal Year Declaration Date Record Date Payment Date Distributions per Common Share/OP unit 2016 March 8, 2016 April 1, 2016 April 15, 2016 $ 2015 February 25, 2015 April 1, 2015 April 15, 2015 $ June 2, 2015 July 1, 2015 July 15, 2015 August 12, 2015 October 1, 2015 October 15, 2015 November 20,2015 January 4, 2016 January 15,2016 $ Additionally, in conjunction with the 3.00% cumulative preferential distribution on the Preferred units, the Company has accrued $ 282,750 in distributions payable as of March 31, 2016. The distributions are payable annually in arrears on January 15 of each year. In general, common stock cash dividends declared by the Company will be considered ordinary income to stockholders for income tax purposes. From time to time, a portion of the Company’s dividends may be characterized as capital gains or return of capital. Stock Repurchase Plan On October 29, 2014, the Company announced that its board of directors approved a program to repurchase up to $10,000,000 in shares of the Company’s common stock. Repurchases under this program may be made from time to time, in amounts and prices as the Company deems appropriate. Repurchases may be made in open market or privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors. This stock repurchase plan does not obligate the Company to acquire any particular amount of common stock, and it may be modified or suspended at any time at the Company's discretion. The Company expects to fund repurchases under the program using cash on hand. The Company repurchased and retired 2,130 shares of its common stock on August 26, 2015, at an average price of $9.81 , plus commissions, and is authorized to repurchase up to an additional $9,979,068 of its common stock under the program. There were no repurchases made during the three months ended March 31, 2016. Equity Incentive Plan On May 5, 2015, the Company’s stockholders approved the amendment and restatement of the Plan, which increased the aggregate number of shares of the Company’s common stock reserved for issuance under the Plan to 615,070 shares (including the 30 9,000 shares of restricted common stock that have been granted to the Company’s executive officers, certain of the Company’s employees, the Company’s non-executive directors and Jesse J. Hough, the Company’s consultant). As of March 31, 2016, there were 3 06,070 of shares available for future grant under the Plan. The Company may issue equity-based awards to officers, employees, independent contractors and other eligible persons under the Plan. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity based awards, including LTIP units, which are convertible on a one -for-one basis into OP units. The terms of each grant are determined by the compensation committee of the Board of Directors. From time to time, the Company may award restricted shares of its common stock under the Plan, as compensation to officers, employees, non-employee directors and non-employee consultants. The shares of restricted stock vest over a period of time as determined by the compensation committee of the Company’s board of directors at the date of grant. The Company recognizes compensation expense for awards issued to officers, employees and non-employee directors for restricted shares of common stock on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures. The Company recognizes compensation expense for awards issued to non-employee consultants in the same period and in the same manner as if the Company paid cash for the underlying services. A summary of the nonvested shares as of March 31, 2016 is as follows: Weighted (shares in thousands) Number of average grant shares date fair value Nonvested at December 31, 2015 $ Granted Vested Forfeited Nonvested at March 31, 2016 $ For the three months ended March 31, 2016 and 2015, the Company recognized $24 2,746 and $239,034 , respectively, of stock-based compensation expense related to these restricted stock awards. As of March 31, 2016 and December 31, 2015, there was $3,147,806 and $ 1,246,683 , respectively, of total unrecognized compensation costs related to nonvested stock awards, which are expected to be recognized over weighted-average periods of 1. 8 years and 1.3 , respectively. Loss per Share The computation of basic and diluted loss per share is as follows: (in thousands except per share amounts) For the three months ended March 31, 2016 2015 Numerator: Net loss attributable to Farmland Partners Inc. $ $ Less: Nonforfeitable distributions allocated to unvested restricted shares Less: Distributions on redeemable non-controlling interests in Operating Partnership, common — Less: Distributions on redeemable non-controlling interests in Operating Partnership, preferred — Net loss attributable to common stockholders $ $ Denominator: Weighted-average number of common shares - basic Conversion of preferred units (1) — — Unvested restricted shares (2) — — Redeemable non-controlling interest (1) — — Weighted-average number of common shares - diluted Loss per share attributable to common stockholders - basic $ $ Loss per share attributable to common stockholders - diluted $ $ (1) Anti-dilutive for the three months ended March 31, 2016. (2) Anti-dilutive for the three months ended March 31, 2016 and 2015. Redeemable non-controlling interest includes 883,724 OP units which are redeemable solely for cash, unless stockholder approval is obtained to redeem for shares of common stock. The OP units and any unvested restricted shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. The limited partners’ outstanding OP units (which may be redeemed for shares of common stock) and Excess Units have been excluded from the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income would also be added back to net income. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested restricted shares (participating securities) have been excluded, as applicable, from net income or loss attributable to common stockholders utilized in the basic and diluted earnings per share calculations. Net income or loss figures are presented net of non-controlling interests in the earnings per share calculations. The weighted average number of OP units held by the non-controlling interest was 4,153,581 and 0 for the three months ended March 31, 2016 and 2015, respectively. The weighted average number of Excess Units held by the non-controlling interest was 883,724 for the three months ended March 31, 2016. There were no Excess Units held by the non-controlling interest as of March 31, 2015. The outstanding Preferred units are non-participating securities and thus are included in the computation of diluted earnings per share on an as-if converted basis. Any anti-dilutive shares are excluded from the diluted earnings per share calculation. During the first three months of 2016, the weighted average shares outstanding (on an as-if converted to common stock basis) was 3,6 61,251 . These shares were not included in the diluted earnings per share calculation as they would be anti-dilutive. For the three months ended March 31, 2016 and 2015, diluted weighted average common shares do not include the impact of 159,780 and 214,283 shares, respectively, of unvested compensation-related shares because the effect of these items on diluted earnings per share would be anti-dilutive. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events | |
Subsequent Events | Note 10—Subsequent Events See “Note 7 – Mortgage Notes and Bonds Payable” for debt issuances and repayments that occurred subsequent to March 31, 2016. See “Note 8—Commitments and Contingencies” for real estate acquisitions that occurred subsequent to March 31, 2016. Subsequent to March 31, 2016, the Company entered into purchase agreements with unrelated third parties to acquire the following farms all of which are to be settled for cash: (in thousands except acres) Total approximate Purchase Farm Name State acres Price Early Texas $ Unruh South Carolina Keanansville Florida Missel Colorado Ulrich Colorado Durdan Illinois East Chenoweth Illinois $ The above acquisitions are expected to close in the second quarter of 2016, subject to the satisfaction of certain customary closing conditions. There can be no assurance that these conditions will be satisfied or that the pending acquisitions will be consummated on the terms described herein, or at all. On May 3, 2016, the Company’s board of directors declared a distribution of $0.1275 per share of common stock and OP unit payable on July 15, 2016 to holders of record as of July 1, 2016. |
Organization and Significant 16
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization and Significant Accounting Policies | |
Organization | Organization Farmland Partners Inc., collectively with its subsidiaries (the “Company”), is an internally managed real estate company that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America. The Company was incorporated in Maryland on September 27, 2013. The Company is the sole member of the general partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013. As of March 31, 2016, the Company owned a portfolio of 255 farms, as well as 13 grain storage facilities, which are consolidated in these financial statements. All of the Company’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of March 31, 2016, the Company owned a 40.4% interest in the Operating Partnership (see “Note 9—Stockholders’ Equity and Non-controlling Interests” for additional discussion regarding Class A common units of limited partnership interest in the Operating Partnership (“OP units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Preferred units”)). The Company and the Operating Partnership commenced operations upon completion of the underwritten initial public offering of shares of the Company’s common stock (the “IPO”) on April 16, 2014 (see “Note 9—Stockholders’ Equity and Non-controlling Interests”). Concurrently with the completion of the IPO, the Company’s predecessor, FP Land LLC, a Delaware limited liability company (“FP Land”), merged with and into the Operating Partnership, with the Operating Partnership surviving (the “FP Land Merger”). As a result of the FP Land Merger, the Operating Partnership succeeded to the business and operations of FP Land, including FP Land’s 100% fee simple interest in a portfolio of 38 farms and three grain storage facilities (the “Contributed Properties”). The Company elected to be taxed as a real estate investment trust, (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, (the “Code”), commencing with its short taxable year ended December 31, 2014. On March 16, 2015, the Company formed FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), as a taxable REIT subsidiary. The TRS was formed to provide volume purchasing services to the Company’s tenants and also to operate a small scale custom farming business on 641 acres of farmland owned by the Company and located in Nebraska. |
Principles of Combination and Consolidation | Principles of Combination and Consolidation The accompanying combined consolidated financial statements for the periods ended March 31, 2016 and 2015 are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and the Operating Partnership. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s financial condition as of March 31, 2016 and December 31, 2015 and the results of operations for the three months ended March 31, 2016 and 2015, reflect the financial condition and results of operations of the Company. |
Interim Financial Information | Interim Financial Information The information in the Company’s combined consolidated financial statements for the three months ended March 31, 2016 and 2015 is unaudited. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements for the three months ended March 31, 2016 and 2015 include adjustments based on management’s estimates (consisting of normal and recurring accruals), which the Company considers necessary for a fair presentation of the results for the periods. The financial information should be read in conjunction with the combined consolidated financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K, which the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 15, 2016. Operating results for the three months ended March 31, 2016 are not necessarily indicative of actual operating results for the entire year ending December 31, 2016. The combined consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. |
Real Estate Acquisitions | Real Estate Acquisitions The Company accounts for all acquisitions in accordance with the business combinations standard. When the Company acquires farmland that was previously operated as a rental property, the Company evaluates whether a lease is in place or a crop is being produced at the time of closing of the acquisition. If a lease is in place or a crop is being produced, the Company accounts for the transaction as a business combination and charges the costs associated with the acquisition to acquisition and due diligence costs on the statement of operations, as incurred. Otherwise, acquisitions with no lease in place or crops being produced at the time of acquisition are accounted for as an asset acquisition with the transaction costs incurred capitalized to the assets acquired. When the Company acquires farmland in a sale-lease back transaction, the Company accounts for the transaction as an asset acquisition. Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements, groundwater, permanent plantings (bushes, shrubs, vines, and perennial crops), and grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases, and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets of acquired real estate by valuing the land as if it were unimproved. The Company values improvements, including permanent plantings and grain facilities, at replacement cost as new, adjusted for depreciation. Management’s estimates of land value are made using a comparable sales analysis. Factors considered by management in its analysis of land value include soil types and water availability and the sales prices of comparable farms. Management’s estimates of groundwater value are made using historical information obtained regarding the applicable aquifer. Factors considered by management in its analysis of groundwater value are related to the location of the aquifer and whether or not the aquifer is a depletable resource or a replenishing resource. If the aquifer is a replenishing resource, no value is allocated to the groundwater. The Company includes an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed. When above or below market leases are acquired, the Company values the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on the accompanying combined consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases. As of March 31, 2016, all below market leases had been fully amortized, with amortization totaling $43,085 recorded in the three months ended March 31, 2016. There were no below market leases or related amortization recorded during the three months ended March 31, 2015, and no above market leases at March 31, 2016 and March 31, 2015. As of March 31, 2016 and December 31, 2015, the Company did not have any in-place lease or tenant relationship intangibles. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company’s evaluation of the specific characteristics of each tenant’s lease, availability of replacement tenants, probability of lease renewal, estimated down time, and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships will be included as an intangible asset and will be amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including (i) above and below market leases, (ii) in-place lease values, and (iii) tenant relationships, would be recorded to revenue or expense as appropriate. The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition in accordance with GAAP. If the asset acquisition is abandoned, the capitalized asset acquisition costs will be expensed to acquisition and due diligence costs in the period of abandonment in which the acquisition is abandoned. Total consideration for acquisitions may include a combination of cash and equity securities. When equity securities are issued, the Company determines the fair value of the equity securities issued based on the number of shares of common stock and OP units issued multiplied by the stock price on the date of closing in the case of common stock and OP units and by liquidation preference in the case of preferred units. Using information available at the time of acquisition, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition. |
Real Estate | Real Estate The Company’s real estate consists of land, groundwater and improvements made to the land consisting of permanent plantings, grain facilities, irrigation improvements, drainage improvements and other improvements. The Company records real estate at cost and capitalizes improvements and replacements when they extend the useful life or improve the efficiency of the asset. Construction in progress includes the costs to build new grain storage facilities and install new pivots and wells on newly acquired farms. The Company begins depreciating assets when the asset is ready for its intended use. The Company expenses costs of repairs and maintenance as such costs are incurred. The Company computes depreciation and depletion for assets classified as improvements using the straight-line method over their estimated useful lives as follows: Years Grain facilities - Irrigation improvements - Drainage improvements - Groundwater - Permanent plantings - Other - The Company periodically evaluates the estimated useful lives for groundwater based on current state water regulations and depletion levels of the aquifers. When a sale occurs, the Company recognizes the associated gain when all consideration has been transferred, the sale has closed and there is no material continuing involvement. If a sale is expected to generate a loss, the Company first assesses it through the impairment evaluation process—see “Impairment of Real Estate Assets” below. |
Impairment of real estate assets | Impairment of Real Estate Assets The Company evaluates its tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property’s operating performance, deteriorating market conditions or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, the Company projects the total undiscounted cash flows of the asset, including proceeds from disposition, and compares them to the net book value of the asset. If this evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset. There have been no impairments recognized on real estate assets in the accompanying financial statements. |
Cash | Cash The Company’s cash at March 31, 2016 and December 31, 2015 was held in the custody of two financial institutions. The Company’s balance at any given financial institution may at times exceed federally insurable limits. The Company monitors balances with individual financial institutions to mitigate risks relating to balances exceeding such limits. |
Debt issuance costs | Debt Issuance Costs Costs incurred by the Company or its predecessor in obtaining debt are deducted from the face amount of mortgage notes and bonds payable. During the three months ended March 31, 2016, $ 669,161 , in costs were incurred in conjunction with the MetLife Term Loans and the MSD Bridge Loan (as defined below) (see “Note 7—Mortgage Notes and Bonds Payable”). During the three months ended March 31, 2016, the Company paid 4% of the principal amount of the MSD Bridge Loan, or $2,120,000 as additional interest in the form of a discount on issuance. During the three months ended March 31, 2015, $103,215 in costs were incurred in conjunction with the issuance of two bonds under the Farmer Mac Facility (See “Note 7—Mortgage Notes and Bonds Payable”). Debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the respective terms of the related indebtedness. Any unamortized amounts upon early repayment of mortgage notes payable are written off in the period in which repayment occurs. Fully amortized deferred financing fees are removed from the balance sheet upon maturity or repayment of the underlying debt. The Company recorded amortization expense of $223,211 and $47,964 for the three months ended March 31, 2016 and 2015, respectively. The Company wrote off $6,209 and $12,300 in deferred financing fees in conjunction with early repayment of debt during the three months ended March 31, 2016 and 2015, respectively. Accumulated amortization of deferred financing fees was $539,694 and $310,274 as of March 31, 2016 and December 31, 2015, respectively. |
Notes and Interest Receivable | Notes and Interest Receivable Notes receivable are stated at their unpaid principal balance and include unamortized direct origination costs, prepaid interest and accrued interest through the reporting date, less any allowance for losses and unearned borrower paid points. Management determines the appropriate classification of debt securities at the time of issuance and reevaluates such designation as of each statement of financial position date. As of March 31, 2016, the Company had two outstanding notes under the FPI Loan Program (as defined below) (see “Note 6—Notes Receivable”) and have designated each of the notes receivable as held-to-maturity based on the Company’s intent and ability to hold the security until maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the straight-line method, which approximates the effective interest method. Such amortization, including interest, is included in other revenue within the Company’s combined consolidated statements of operations. See “Note 6—Notes Receivable.” |
Allowance for Note and Interest Receivable | Allowance for Note and Interest Receivable A note is placed on non-accrual status when management determines, after considering economic and business conditions and collection efforts, that the note is impaired or collection of interest is doubtful. The accrual of interest on the instrument ceases when there is concern that principal or interest due according to the note agreement will not be collected. Any payment received on such non-accrual notes are recorded as interest income when the payment is received. The note is reclassified as accrual-basis once interest and principal payments become current. The Company periodically reviews the value of the underlying collateral of farm real estate for the note receivable and evaluates whether the value of the collateral continues to provide adequate security for the note. Should the value of the underlying collateral become less than the outstanding principal and interest, the Company will determine whether an allowance is necessary. Any uncollectible interest previously accrued is also charged off. As of March 31, 2016, the Company believes the value of the underlying collateral for each of the notes to be sufficient and in excess of the respective outstanding principal and accrued interest. There were no notes receivable that were past due at March 31, 2016 and December 31, 2015. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs include incremental direct costs incurred by the Company in conjunction with proposed or actual offerings of securities. At the completion of the offering, the deferred offering costs are charged ratably as a reduction of the gross proceeds of equity as stock is issued. If an offering is abandoned, the previously deferred offering costs will be charged to operations in the period in which the offering is abandoned. The Company incurred $0 and $30,360 in offering costs during the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 and December 31, 2015, the Company had $267,253 in deferred offering costs related to regulatory, legal, accounting and professional service costs associated with proposed or actual offerings of securities. |
Accounts Receivable | Accounts Receivable Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions and is maintained at a level believed adequate by management to absorb estimated bad debts based on historical experience and current economic conditions. The provision is charged against revenue if the provision is established in the same period as the receivable and corresponding revenue was recognized. If the receivable and corresponding revenue was recorded in a prior period the provision is charged against operating expenses. The allowance for doubtful accounts was $78,186 as of March 31, 2016 and December 31, 2015. |
Inventory | Inventory The costs of growing crops are accumulated until the time of harvest at the lower of cost or market value and are included in inventory in the combined consolidated balance sheets. Costs are allocated to growing crops based on a percentage of the total costs of production and total operating costs that are attributable to the portion of the crops that remain in inventory at the end of the period. Growing crop consists primarily of land preparation, cultivation, irrigation and fertilization costs incurred by FPI Agribusiness. Growing crop inventory is charged to cost of products sold when the related crop is harvested and sold. During the quarter ended March 31, 2016, cost of harvested crop sold totaled $88,899 and is included in other operating expenses on the statement of operations. There was no cost of harvested crops sold for the quarter ended March 31, 2015. Harvested crop inventory includes costs accumulated during both the growing and harvesting phases. Growing crop inventory includes costs accumulated during the current crop year for crops which have not been harvested. Both harvested and growing crop are stated at the lower of cost or the estimated net realizable value, which is the market price, based upon the nearest market in the geographic region, less any cost of disposition. Cost of disposition includes broker’s commissions, freight and other marketing costs. Other inventory, such as fertilizer and pesticides, is valued at the lower of cost or market. Inventory consisted of the following: (in thousands) March 31, 2016 December 31, 2015 Harvested crop $ $ Growing crop — Fertilizer and pesticides $ $ |
Revenue Recognition | Revenue Recognition Rental income includes rents that each tenant pays in accordance with the terms of its lease. Minimum rents pursuant to leases are recognized as revenue on a straight-line basis over the lease term, including renewal options in the case of bargain renewal options. Deferred revenue includes the cumulative difference between the rental revenue recorded on a straight-line basis and the cash rent received from tenants in accordance with the lease terms. Acquired below market leases are included in deferred revenue on the accompanying combined consolidated balance sheets, which are amortized into rental income over the life of the respective leases, plus the terms of the below market renewal options, if any. Leases in place as of March 31, 2016 had terms ranging from one to five years. As of March 31, 2016, the Company had 17 leases with renewal options and five leases with rent escalations. The majority of the Company’s leases provide for a fixed annual or semi-annual cash rent payment. Tenant leases on acquired farms generally require the tenant to pay the Company rent for the entire initial year regardless of the date of acquisition, if the acquisition is closed prior to, or shortly after, planting of crops. If the acquisition is closed later in the year, the Company typically receives a partial rent payment or no rent payment at all at the time the acquisition is completed. Certain of the Company’s leases provide for a rent payment determined as a percentage of the gross farm proceeds, a percentage of harvested crops, or a fixed crop quantity at a fixed price. As of March 31, 2016, a majority of such leases provided for a rent payment determined as a percentage of the gross farm proceeds. Revenue under leases providing for a payment equal to a percentage of the harvested crop or a percentage of the gross farm proceeds are recorded at the guaranteed crop insurance minimums and recognized ratably over the lease term during the crop year. Upon notification from the grain facility that grain has been delivered or when the tenant has notified the Company of the total amount of gross farm proceeds, the excess amount to be received over the guaranteed insurance minimums is recorded as revenue. Certain of the Company’s leases provide for minimum cash rent plus a bonus based on gross farm proceeds. Revenue under this type of lease is recognized on a straight-line basis over the lease term based on the minimum cash rent. Bonus rent is recognized upon notification from the tenant of the gross farm proceeds for the year. Tenant reimbursements include reimbursements for real estate taxes that each tenant pays in accordance with the terms of its lease. When leases require that the tenant reimburse the Company for property taxes paid by the Company, the reimbursement is reflected as tenant reimbursement revenue on the statements of operations, as earned, and the related property tax as property operating expense, as incurred. When a lease requires that the tenant pay the taxing authority directly, the Company does not incur this cost. If and when it becomes probable that a tenant will not be able to bear the property-related costs, the Company will accrue the estimated expense. The Company records revenue from the sale of harvested crops when the harvested crop has been delivered to a grain facility and title has transferred. Revenues from the sale of harvested crops totaling $149,283 were recognized during the three month ended March 31, 2016, with no revenues recognized in 2015’s comparable period. Harvested crops delivered under marketing contracts are recorded using the fixed price of the marketing contract at the time of delivery to a grain facility. Harvested crops delivered without a marketing contract are recorded using the market price at the date the harvested crop is delivered to the grain facility and title has transferred. The Company recognizes interest income on notes receivable on an accrual basis over the life of the note. Direct origination costs are netted against loan origination fees and are amortized over the life of the note using the straight-line method, which approximates the effective interest method, as an adjustment to interest income which is included in operating revenues as a component of other revenue in the Company’s Combined Consolidated Statements of Operations. |
Income Taxes | Income Taxes As a REIT, the Company is permitted to deduct dividends, for income tax purposes, paid to its stockholders, thereby eliminating the U.S. federal taxation of income represented by such distributions at the Company level, provided certain requirements are met. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates. The Company incurred no income tax expense for the three months ended March 31, 2016 and 2015. The Operating Partnership leases certain of its farms to the TRS, which is subject to federal and state income taxes. The TRS accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis of assets and liabilities and their respective income tax basis and for operating loss, capital loss and tax credit carryforwards based on enacted income tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized after consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. There was no taxable income from the TRS for the three months ended March 31, 2016 and 2015, and at March 31, 2016 and December 31, 2015, the Company did not have any deferred tax assets or liabilities. The Company performs quarterly reviews for any uncertain tax positions and, if necessary, will record future tax consequences of uncertain tax positions in the financial statements. An uncertain tax position is defined as a position taken or expected to be taken in a tax return that is not more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. At March 31, 2016 and December 31, 2015, the Company did not identify any uncertain tax positions. When the Company acquires a property in a business combination, the Company evaluates such acquisition for any related deferred tax assets or liabilities and determines if a deferred tax asset or liability should be recorded in conjunction with the purchase price allocation. If a built-in gain is acquired, the Company evaluates the required holding period (generally 5 - 10 years) and determines if it has the ability and intent to hold the underlying assets for the necessary holding period. If the Company has the ability to hold the underlying assets for the required holding period, no deferred tax liability is recorded with respect to the built-in gain. |
Derivatives and Hedge Accounting | Derivatives and Hedge Accounting The Company enters into marketing contracts to sell commodities. Derivatives and hedge accounting guidance requires a company to evaluate these contracts to determine whether the contracts are derivatives. Certain contracts that meet the definition of a derivative may be exempt from derivative accounting if designated as normal purchases or normal sales. The Company evaluates all contracts at inception to determine if they are derivatives and if they meet the normal purchases and normal sales designation requirements. All contracts entered into during the three months ended March 31, 2016 and the year ended December 31, 2015 met the criteria to be exempt from derivative accounting and have been designated as normal purchase and sales exceptions for hedge accounting. |
Segment Reporting | Segment Reporting The Company’s chief operating decision maker does not evaluate performance on a farm-specific or transactional basis and does not distinguish the Company’s principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP. |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the weighted average number of unvested restricted shares (“participating securities” as defined in “Note 9—Stockholders’ Equity and Non-controlling Interests”). Diluted earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, plus other potentially dilutive securities such as stock grants or shares that would be issued in the event that OP units or Preferred units are redeemed for shares of common stock of the Company. No adjustment is made for shares that are anti-dilutive during a period. |
Non-controlling Interests | Non-controlling Interests The Company’s non-controlling interests represent interests in the Operating Partnership not owned by the Company. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The Company classifies non-controlling interests that are contingently redeemable solely for cash (unless stockholder approval is obtained to redeem for shares of common stock) one year after issuance or deemed probable to eventually become redeemable and which have redemption features outside of its control, as redeemable non-controlling interests in the mezzanine section of the combined consolidated balance sheets. For the non-controlling interests represented by OP units, the Company has elected to accrete the change in redemption value subsequent to issuance and during the respective 12-month holding period, after which point the OP units will be marked to redemption value at the end of each reporting period. The redeemable non-controlling interests represented by Preferred units are carried at their liquidation preference plus accrued and unpaid cumulative dividends. The Preferred units, after the 10 th anniversary of the initial issuance, are redeemable and convertible without action or approval of the General Partner or the Partnership. The majority of the Company’s non-controlling interests, which are redeemable for cash or shares of the Company’s common stock at the Company’s option, are reported in the equity section of the Company’s combined consolidated balance sheets. The amounts reported for non-controlling interests on the Company’s combined consolidated statements of operations represent the portion of income or losses not attributable to the Company. |
Stock Based Compensation | Stock Based Compensation From time to time, the Company may award restricted shares of its common stock under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”) as compensation to officers, employees, non-employee directors and non-employee consultants (see “Note 9—Stockholders’ Equity and Non-controlling Interests”). The shares of restricted stock issued to officers, employees and non-employee directors vest over a period of time as determined by the Company’s board of directors at the date of grant. Compensation expense is recognized on a straight-line basis over the requisite service period based upon the fair market value of the shares on the date of grant, as adjusted for forfeitures. The Company recognizes expense related to nonvested shares granted to non-employee consultants over the period that services are performed. The change in fair value of the shares to be issued upon vesting is remeasured at the end of each reporting period and is recorded in general and administrative expenses on the combined consolidated statements of operations. As a result of changes in the fair value of the nonvested shares, the Company recorded a decrease in stock based compensation of $1 1,792 for the three months ended March 31, 2016 and a $34,343 increase for the three months ended March 31, 2015. |
New or Revised Accounting Standards | New or Revised Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2014-09 Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) . ASU 2014-09 completes the joint effort by the FASB and International Accounting Standards Board (IASB) to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards (IFRS). In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. These ASUs apply to all companies that enter into contracts with customers to transfer goods or services. These ASUs are effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply these ASUs either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. The Company is currently evaluating the requirements of these standards and has not yet determined the impact on the Company’s consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends or supersedes the scope and consolidation guidance under existing GAAP. The new standard changes the way a reporting entity evaluates whether (a) limited partnerships and similar entities should be consolidated, (b) fees paid to decision makers or service providers are variable interests in a variable interest entity (“VIE”), and (c) variable interests in a VIE held by related parties require the reporting entity to consolidate the VIE. ASU 2015-02 also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. ASU 2015-02 is effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted. On January 1, 2016, the Company adopted ASU 2015-02. The guidance does not amend the existing disclosure requirements for variable interest entities (“VIEs”) or voting interest model entities. The guidance, however, modified the requirements to qualify under the voting interest model. Under the revised guidance, the Operating Partnership will be a variable interest entity of the Parent Company. As the Operating Partnership is already consolidated in the balance sheets of the Parent Company, the identification of this entity as a variable interest entity has no impact on the consolidated financial In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) . ASU 2015-03 requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge asset. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, but early adoption is permitted. The Company elected to early adopt the provisions of ASU 2015-03. The Company had unamortized deferred financing fees of $820,711 and $380,970 as of March 31, 2016 and December 31, 2015, respectively. These costs have been classified as a reduction of mortgage notes and bonds payable, net. All periods presented have been retroactively adjusted. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330) . The amendments require that an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated sales price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not expect the adoption of this guidance to have any impact on its financial position, results of operations or cash flows. In August 2015, the FASB issued ASU No. 2015-15 , Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (“ASU 2015-15”) , which clarified that the SEC would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement. ASU 2015-15 is effective for annual periods beginning after December 15, 2015, but early adoption is permitted. The Company adopted ASU 2015-15 in the quarterly period ended March 31, 2016. The Company did not have any debt issuance costs related to a line-of-credit arrangement as of March 31, 2016 and December 31, 2015 and thus, the adoption of ASU 2015-15 did not have an effect on the Company’s combined consolidated financial statement or financial covenants. In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustment (“ASU 2015-16”) pertaining to entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Any adjustments should be calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. The Company adopted the guidance effective for the quarterly period ended December 31, 2015. In the fourth quarter of 2015 the Company had two purchase price allocation adjustments which resulted in a $42,578 decrease in land and a corresponding increase in other assets in addition to a $688 decrease in depreciation expense and accumulated depreciation. The Company has several business combinations which are still within the measurement period and could result in future adjustments. In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) (“ASU 2016-02”) which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 is expected to impact the Company’s consolidated financial statements as the Company has an operating lease arrangement for which it is the lessee. Topic 842 supersedes the previous leases standard, Topic 840 Leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is in the process of evaluating the impact of this new guidance. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the requirements of ASU 2016-09 and has not yet determined its impact on the Company’s combined consolidated financial statements. |
Organization and Significant 17
Organization and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization and Significant Accounting Policies | |
Schedule of estimated useful lives of assets classified as improvements | Years Grain facilities - Irrigation improvements - Drainage improvements - Groundwater - Permanent plantings - Other - |
Schedule of Inventory | (in thousands) March 31, 2016 December 31, 2015 Harvested crop $ $ Growing crop — Fertilizer and pesticides $ $ |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Revenue Recognition | |
Summary of cash rent received and rental income recognized | Cash rent received Rental income recognized For the three months ended For the three months ended March 31, March 31, (in thousands) 2016 2015 2016 2015 Leases in effect at the beginning of the year $ $ $ $ Leases entered into during the year $ $ $ $ |
Schedule of future minimum lease payments from tenants under all non-cancelable leases, excluding tenant reimbursement of expenses and lease payments based on a percentage of farming revenues or crops | (in thousands) Future rental Year Ending December 31, payments Remaining nine months of 2016 $ 2017 2018 2019 2020 $ |
Concentration Risk (Tables)
Concentration Risk (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tenant concentration | |
Concentration Risk | |
Summary of concentrations | The following is a summary of the Company’s significant tenants: (in thousands) Rental income recognized Cash rent received For the three months ended For the three months ended March 31, March 31, 2016 2015 2016 2015 Astoria Farms $ % $ % $ — - % $ % Hough Farms % % — - % % Justice Family Farms (1) % — — % — - % Hudye Farms tenant A % % — - % % $ % $ % $ % $ % (1) The Justice farms were acquired in two separate transactions that closed on December 22, 2014 and June 2, 2015 . |
Geographic concentration | |
Concentration Risk | |
Summary of concentrations | The following table summarizes the percentage of approximate total acres owned as of March 31, 2016 and 2015 and rental income recorded by the Company for the three months ended March 31, 2016 and 2015 by location of the farms: Approximate % of total acres Rental Income As of March 31, For the three months ended March 31, Location of Farm 2016 2015 2016 2015 Illinois % % % % Colorado % % % % Other % % % % North Carolina % — % % — % Arkansas % % % % South Carolina % % % % Nebraska % % % % Mississippi % % % % % % % % |
Real Estate (Tables)
Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate | |
Schedule of farms acquired | During the three months ended March 31, 2016, the Company acquired the following farms: (in thousands except acre) Total Date approximate Purchase Acquisition Acquisition / Farm State acquired acres price costs Type of acquisition Knowles Georgia 1/12/2016 $ $ Asset Acquisition Borden Michigan 1/21/2016 — Business Combination Reinart Farm Texas 1/27/2016 Asset Acquisition Chenoweth Illinois 2/26/2016 — Asset Acquisition Forsythe Farms (1) Illinois 3/2/2016 Asset Acquisition Knight Georgia 3/11/2016 Asset Acquisition Gurga Illinois 3/24/2016 — Asset Acquisition Condrey Louisiana 3/31/2016 Asset Acquisition $ $ (1) This acquisition closed on March 2, 2016. The purchase price of the property was comprised of (a) $50.0 million in cash, (b) an aggregate of 2,608,695 OP Units valued at $11.05 per OP Unit and (c) 117,000 Preferred units. See “Note 9 – Stockholders’ Equity and Non-controlling Interests”. During the three months ended March 31, 2015, the Company acquired the following farms: (in thousands except acres) Total Date approximate Purchase Acquisition Acquisition / Farm State acquired acres price costs Type of acquisition Swarek Mississippi 1/14/2015 $ $ Asset acquisition Stonington Bass Colorado 2/18/2015 Business combination Benda Butler Nebraska 2/24/2015 Asset acquisition Benda Polk Nebraska 2/24/2015 Asset acquisition Timmerman (1) Colorado 3/13/2015 Asset acquisition Cypress Bay South Carolina 3/13/2015 Asset acquisition $ $ (1) On March 13, 2015, the Company issued 63,581 shares of common stock (with a fair value of $712,743 as of the date of closing) as partial consideration for the acquisition of the Timmerman farm. |
Schedule of preliminary or final allocation of purchase price for farms acquired | The preliminary allocation of purchase price for the farms acquired during the three months ended March 31, 2016 are as follows: (in thousands) Land Groundwater Irrigation improvements Permanent plantings & other Timber Accrued property taxes Total Borden $ $ — $ $ $ — $ — $ Knowles — — — Reinart Farm — — — Chenoweth — — — — — Forsythe Farms — — Knight — — — — Gurga — — — — Condrey — — — $ $ $ $ $ $ $ The allocation of the purchase price for the farms acquired during the three months ended March 31, 2016 is preliminary and may change during the measurement period if the Company obtains new information regarding the assets acquired or liabilities assumed at the acquisition date. The allocation of purchase price for the farms acquired during the three months ended March 31, 2015 are as follows: (in thousands) Land Groundwater Irrigation improvements Permanent plantings & other Timber Accrued property taxes Total Swarek $ $ — $ $ — $ — $ — $ Stonington Bass — — — Benda Butler — — — — Benda Polk — — — — Timmerman — — Cypress Bay — — — $ $ $ $ $ — $ $ |
Notes Receivable (Tables)
Notes Receivable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Receivable | |
Schedule of notes receivable held by the company | (in thousands) Principal Outstanding as of Maturity Loan Payment Terms March 31, 2016 December 31, 2015 Date Mortgage Note Principal & interest due at maturity $ (1) $ 1/15/2017 (1) Mortgage Note Year 1 interest paid at note issuance, with remaining principal & interest due at maturity 10/30/2017 Term Note Principal & interest due at maturity - 2/2/2016 (3) Total outstanding principal Points paid, net of direct issuance costs Net prepaid interest (2) (2) Total notes and interest receivable $ $ (1) In January 2016, the maturity date of the note was extended to January 15, 2017 with year one interest received at the time of the extension and principal and remaining interest due at maturity. The Company has a commitment to fund an additional $200,000 under this note, subject to the borrower satisfying certain requirements. (2) Includes prepaid interest of $42,685 , net of $30,400 of accrued interest receivable at March 31, 2016, and prepaid interest of $60,025 , net of $52,244 of accrued interest receivable at December 31, 2015. (3) The note, including all outstanding interest, was paid in full in January 2016. |
Mortgage Notes and Bonds Paya22
Mortgage Notes and Bonds Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Mortgage Notes and Bonds Payable | |
Schedule of indebtedness outstanding | Book Annual Value of (in thousands) Interest Collateral Rate as of Principal Outstanding as of Maturity as of Loan Payment Terms Interest Rate Terms March 31, 2016 March 31, 2016 December 31, 2015 Date March 31, 2016 First Midwest Bank Annual Interest/quarterly interest Greater of LIBOR + 2.59% or 2.80% 3.02% $ (1) $ (1) June 2016 $ First Midwest Bank Annual Interest/quarterly interest Greater of LIBOR + 2.59% or 2.80% 3.02% (1) (1) June 2016 Farmer Mac Bond #1 Semi-annual interest only 2.40% 2.40% September 2017 Farmer Mac Bond #2 Semi-annual interest only 2.35% 2.35% October 2017 Farmer Mac Bond #3 Semi-annual interest only 2.50% 2.50% November 2017 Farmer Mac Bond #4 Semi-annual interest only 2.50% 2.50% December 2017 Farmer Mac Bond #5 Semi-annual interest only 2.56% 2.56% December 2017 Farmer Mac Bond #6 Semi-annual interest only 3.69% 3.69% April 2025 Farmer Mac Bond #7 Semi-annual interest only 3.68% 3.68% April 2025 Farmer Mac Bond #8A Semi-annual interest only 3.20% 3.20% June 2020 Farmer Mac Bond #8B (3) Libor + 1.80% 1.98% (2) May 2016 — Farmer Mac Bond #9B Semi-annual interest only 3.35% 3.35% July 2020 MetLife Term Loan #1 Semi-annual interest only Greater of LIBOR + 1.75% or 2% adjusted every 3 years 2.38% — March 2026 MetLife Term Loan #2 Semi-annual interest only 2.66% adjusted every 3 years 2.66% — (4) — March 2026 — MetLife Term Loan #3 Semi-annual interest only 2.66% adjusted every 3 years 2.66% — March 2026 Total outstanding principal $ Debt issuance costs Unamortized premium Total mortgage notes and bonds payable, net $ $ (1) Messrs. Pittman and Hough unconditionally agreed to jointly and severally guarantee $11.0 million . (2) The $2.1 million bond is cross collateralized with the $41,700 bond. T he $2.1 million was paid in full in May 2016. (3) Bond is an amortizing loan with monthly principal payments that commenced on October 2, 2015 and monthly interest payments that commenced on July 2, 2015, with all remaining principal and outstanding interest due at maturity. (4) The $21.0 million available under this term loan had not been funded as of March 31, 2016. |
Schedule of aggregate maturities of long-term debt | As of March 31, 2016, aggregate maturities of long-term debt for the succeeding years are as follows: (in thousands) Year Ending December 31, Future Maturities Remaining months of 2016 $ 2017 2018 — 2019 — 2020 Thereafter $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies. | |
Schedule of future minimum lease payments | (in thousands) Future rental Year Ending December 31, payments Remainder of 2016 $ 2017 2018 2019 $ |
Schedule of purchase agreements | (in thousands except for acres) Total approximate Farm Name State acres Purchase price Buckelew Mississippi $ Brett Georgia Powell Georgia $ |
Stockholders' Equity and Non-24
Stockholders' Equity and Non-controlling Interests (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity and Non-Controlling Interests | |
Summary of changes in stockholders' equity | (in thousands) Stockholders’ Equity Common Stock Non ‑controlling Additional Interests in Paid-in Retained Cumulative Operating Total Shares Par Value Capital Earnings (Deficit) Dividends Partnership Equity Balance December 31, 2015 $ $ $ $ $ $ Net loss — — — — Grant of unvested restricted stock — — — — — — Forfeiture of unvested restricted stock — — — — Stock based compensation — — — — — Dividends accrued or paid — — — Issuance of OP units as consideration for real estate acquisition — — — — — Adjustment to arrive at redemption value of redeemable non-controlling interests in Operating Partnership — — — — — Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — Balance at March 31, 2016 $ $ $ $ $ $ |
Schedule of changes in redeemable non-controlling interest in operating partnership | Common Preferred (in thousands) Redeemable OP units Redeemable non-controlling interests Redeemable Preferred units Redeemable non-controlling interests Balance at December 31, 2015 $ — $ — Issuance of redeemable OP units as partial consideration for real estate acquisition — — Net loss attributable to non-controlling interest — — — Distributions to non-controlling interest — — Adjustment to arrive at redemption value of redeemable non-controlling interests in Operating Partnership, common — — — Balance at March 31, 2016 $ $ |
Schedule of declaration and payment of distribution | Fiscal Year Declaration Date Record Date Payment Date Distributions per Common Share/OP unit 2016 March 8, 2016 April 1, 2016 April 15, 2016 $ 2015 February 25, 2015 April 1, 2015 April 15, 2015 $ June 2, 2015 July 1, 2015 July 15, 2015 August 12, 2015 October 1, 2015 October 15, 2015 November 20,2015 January 4, 2016 January 15,2016 $ |
Summary of non-vested shares | Weighted (shares in thousands) Number of average grant shares date fair value Nonvested at December 31, 2015 $ Granted Vested Forfeited Nonvested at March 31, 2016 $ |
Schedule of computation of basic and diluted earnings per share | (in thousands except per share amounts) For the three months ended March 31, 2016 2015 Numerator: Net loss attributable to Farmland Partners Inc. $ $ Less: Nonforfeitable distributions allocated to unvested restricted shares Less: Distributions on redeemable non-controlling interests in Operating Partnership, common — Less: Distributions on redeemable non-controlling interests in Operating Partnership, preferred — Net loss attributable to common stockholders $ $ Denominator: Weighted-average number of common shares - basic Conversion of preferred units (1) — — Unvested restricted shares (2) — — Redeemable non-controlling interest (1) — — Weighted-average number of common shares - diluted Loss per share attributable to common stockholders - basic $ $ Loss per share attributable to common stockholders - diluted $ $ (1) Anti-dilutive for the three months ended March 31, 2016. (2) Anti-dilutive for the three months ended March 31, 2016 and 2015. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events | |
Schedule of purchase agreements entered into in subsequent period | Subsequent to March 31, 2016, the Company entered into purchase agreements with unrelated third parties to acquire the following farms all of which are to be settled for cash: (in thousands except acres) Total approximate Purchase Farm Name State acres Price Early Texas $ Unruh South Carolina Keanansville Florida Missel Colorado Ulrich Colorado Durdan Illinois East Chenoweth Illinois $ |
Organization and Significant 26
Organization and Significant Accounting Policies (Details) | 3 Months Ended | |||
Mar. 31, 2016USD ($)item | Mar. 31, 2015USD ($) | Dec. 31, 2015 | Mar. 16, 2015a | |
Organization and Significant Accounting Policies | ||||
Number of farms owned | 255 | |||
Number of grain storage facilities owned | 13 | |||
Area of Real Estate Property | a | 641 | |||
Below Market Lease | ||||
Below Market Lease, Gross | $ | $ 0 | |||
Amortization of below market leases | $ | $ 43,000 | 0 | ||
Amount of above market leases | $ | $ 0 | $ 0 | ||
Maximum | ||||
Below Market Lease | ||||
Purchase price allocation adjustment measurement period | 1 year | |||
Operating Partnership | ||||
Organization and Significant Accounting Policies | ||||
Ownership interest (as a percent) | 40.40% | 74.10% | ||
Operating Partnership | OP units | ||||
Organization and Significant Accounting Policies | ||||
Ownership interest (as a percent) | 40.40% | |||
Operating Partnership | FP Land merger, transaction between entities under common control | Pittman Hough Farms | FP Land LLC | ||||
Organization and Significant Accounting Policies | ||||
Number of farms owned | 38 | |||
Number of grain storage facilities owned | 3 | |||
Ownership interest (as a percent) | 100.00% |
Organization and Significant 27
Organization and Significant Accounting Policies - Property Plant and Equipment (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Grain facilities | Minimum | |
Real Estate | |
Estimated useful lives | 10 years |
Grain facilities | Maximum | |
Real Estate | |
Estimated useful lives | 50 years |
Irrigation improvements | Minimum | |
Real Estate | |
Estimated useful lives | 2 years |
Irrigation improvements | Maximum | |
Real Estate | |
Estimated useful lives | 40 years |
Drainage improvements | Minimum | |
Real Estate | |
Estimated useful lives | 23 years |
Drainage improvements | Maximum | |
Real Estate | |
Estimated useful lives | 65 years |
Groundwater | Minimum | |
Real Estate | |
Estimated useful lives | 3 years |
Groundwater | Maximum | |
Real Estate | |
Estimated useful lives | 50 years |
Permanent plantings | Minimum | |
Real Estate | |
Estimated useful lives | 13 years |
Permanent plantings | Maximum | |
Real Estate | |
Estimated useful lives | 23 years |
Other | Minimum | |
Real Estate | |
Estimated useful lives | 5 years |
Other | Maximum | |
Real Estate | |
Estimated useful lives | 40 years |
Organization and Significant 28
Organization and Significant Accounting Policies - Inventory (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016USD ($)leaseInstitutionitem | Mar. 31, 2015USD ($)item | Dec. 31, 2015USD ($)Institution | |
Impairment | |||
Impairments recognized on real estate assets | $ 0 | ||
Cash | |||
Number of financial institutions in whose custody the cash was held | Institution | 2 | 2 | |
Deferred Financing Fees | |||
Amortization expense | $ 223,211 | $ 47,964 | |
Deferred financing fees written off | 6,209 | 12,300 | |
Accumulated amortization of deferred financing fees | 539,694 | $ 310,274 | |
Notes receivable past due | 0 | 0 | |
Deferred offering costs incurred | 0 | 30,360 | |
Deferred offering costs | 267,000 | 267,000 | |
Accounts Receivable | |||
Allowance for doubtful accounts | 78,186 | 78,186 | |
Inventory | |||
Cost of harvested crop included in property operating expenses | 88,899 | 0 | |
Harvested crop | 159,000 | 243,000 | |
Growing crop | 23,000 | ||
Fertilizer and pesticides | 43,000 | 6,000 | |
Total inventory | $ 225,000 | $ 249,000 | |
Revenue Recognition | |||
Number of leases with renewal options | lease | 17 | ||
Number of leases with rent escalations | lease | 5 | ||
Revenues from the sale of harvested crops | $ 149,283 | 0 | |
Income tax | |||
Income tax expense | 0 | 0 | |
Deferred tax liability of built in gain | $ 0 | ||
Minimum | |||
Revenue Recognition | |||
Term of leases | 1 year | ||
Income tax | |||
Required holding period | 5 years | ||
Maximum | |||
Revenue Recognition | |||
Term of leases | 5 years | ||
Income tax | |||
Required holding period | 10 years | ||
TRS | |||
Income tax | |||
Taxable income attributable to TRS | $ 0 | 0 | |
FPI Loan Program | |||
Deferred Financing Fees | |||
Number of notes issued | item | 2 | ||
Bridge Loan Agreement | |||
Deferred Financing Fees | |||
Additonal interest, percentage | 4.00% | ||
Additional interest paid | $ 2,120,000 | ||
Farmer Mac Facility | Secured notes | |||
Deferred Financing Fees | |||
Financing fees capitalized | $ 103,215 | ||
Number of bonds issued | item | 2 | ||
Metlife Term Loan And Msd Bridge Loan [Member] | |||
Deferred Financing Fees | |||
Financing fees capitalized | $ 669,161 |
Organization and Significant 29
Organization and Significant Accounting Policies - Retroactive adjustment to combined consolidated financial statements (Details) | 3 Months Ended | ||
Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)item | Mar. 31, 2015USD ($) | |
Non-employee consultant stock based compensation | |||
Non controlling interest holding period | 1 year | ||
Deferred financing fees, net | $ 821,000 | $ 381,000 | |
Number of purchase price allocation adjustments | item | 2 | ||
Amount of decrease in land | $ 42,578 | ||
Amount of decrease in depreciation expense and accumulated depreciation | 688 | ||
Accounting Standards Update 2015-03 [Member] | As previously reported | |||
Non-employee consultant stock based compensation | |||
Deferred financing fees, net | 820,711 | $ 380,970 | |
Non-employee consultants | Restricted shares | General and administrative expenses | |||
Non-employee consultant stock based compensation | |||
Increase (decrease) in Stock based compensation | $ (11,792) | $ 34,343 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Revenue Recognition | |||
Deferred revenue | $ 12,045,000 | $ 4,854,000 | |
Unamortized below market leases | 0 | $ 43,085 | |
Cash rent received | 10,792,000 | $ 6,526,000 | |
Rental income recognized | 4,417,000 | 2,030,000 | |
Contractual rents | |||
Remaining nine months of 2016 | 10,885,000 | ||
2,017 | 15,857,000 | ||
2,018 | 11,635,000 | ||
2,019 | 2,928,000 | ||
2,020 | 509,000 | ||
Total | 41,814,000 | ||
Leases in effect at the beginning of the year | |||
Revenue Recognition | |||
Cash rent received | 7,379,000 | 5,159,000 | |
Rental income recognized | 3,582,000 | 1,737,000 | |
Leases entered into during the year | |||
Revenue Recognition | |||
Cash rent received | 3,413,000 | 1,367,000 | |
Rental income recognized | $ 835,000 | $ 293,000 | |
Minimum | |||
Revenue Recognition | |||
Percentage of rent received on one of the lease | 50.00% |
Concentration Risk (Details)
Concentration Risk (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)item | Mar. 31, 2015USD ($) | |
Concentration Risk | ||
Rental income | $ 4,417 | $ 2,030 |
Cash rent received | $ 10,792 | 6,526 |
Justice Farms (1) | ||
Concentration Risk | ||
Number of transactions in which acquisition was made | item | 2 | |
Rental income | Tenant concentration | ||
Concentration Risk | ||
Rental income | $ 2,218 | $ 872 |
Concentration risk (as a percent) | 50.20% | 42.90% |
Rental income | Geographic concentration | ||
Concentration Risk | ||
Concentration risk (as a percent) | 100.00% | 100.00% |
Rental income | Geographic concentration | Illinois | ||
Concentration Risk | ||
Concentration risk (as a percent) | 21.70% | 27.80% |
Rental income | Geographic concentration | Colorado | ||
Concentration Risk | ||
Concentration risk (as a percent) | 14.80% | 25.60% |
Rental income | Geographic concentration | Others | ||
Concentration Risk | ||
Concentration risk (as a percent) | 6.00% | 5.70% |
Rental income | Geographic concentration | North Carolina | ||
Concentration Risk | ||
Concentration risk (as a percent) | 27.40% | |
Rental income | Geographic concentration | Arkansas | ||
Concentration Risk | ||
Concentration risk (as a percent) | 7.10% | 9.20% |
Rental income | Geographic concentration | South Carolina | ||
Concentration Risk | ||
Concentration risk (as a percent) | 12.50% | 18.80% |
Rental income | Geographic concentration | Nebraska | ||
Concentration Risk | ||
Concentration risk (as a percent) | 8.10% | 7.20% |
Rental income | Geographic concentration | Mississippi | ||
Concentration Risk | ||
Concentration risk (as a percent) | 2.40% | 5.70% |
Rental income | Astoria Farms | Tenant concentration | ||
Concentration Risk | ||
Rental income | $ 126 | $ 547 |
Concentration risk (as a percent) | 2.90% | 26.90% |
Rental income | Hough Farms | Tenant concentration | ||
Concentration Risk | ||
Rental income | $ 492 | $ 123 |
Concentration risk (as a percent) | 11.10% | 6.10% |
Rental income | Justice Farms (1) | Tenant concentration | ||
Concentration Risk | ||
Rental income | $ 1,398 | |
Concentration risk (as a percent) | 31.60% | |
Rental income | Hudye Farms tenant A (2) | Tenant concentration | ||
Concentration Risk | ||
Rental income | $ 202 | $ 202 |
Concentration risk (as a percent) | 4.60% | 9.90% |
Cash rent received | Tenant concentration | ||
Concentration Risk | ||
Cash rent received | $ 4,297 | $ 3,395 |
Concentration risk (as a percent) | 39.80% | 52.00% |
Cash rent received | Astoria Farms | Tenant concentration | ||
Concentration Risk | ||
Cash rent received | $ 2,188 | |
Concentration risk (as a percent) | 33.50% | |
Cash rent received | Hough Farms | Tenant concentration | ||
Concentration Risk | ||
Cash rent received | $ 529 | |
Concentration risk (as a percent) | 8.10% | |
Cash rent received | Justice Farms (1) | Tenant concentration | ||
Concentration Risk | ||
Cash rent received | $ 4,297 | |
Concentration risk (as a percent) | 39.80% | |
Cash rent received | Hudye Farms tenant A (2) | Tenant concentration | ||
Concentration Risk | ||
Cash rent received | $ 678 | |
Concentration risk (as a percent) | 10.40% | |
Approximate total acres | Geographic concentration | ||
Concentration Risk | ||
Concentration risk (as a percent) | 100.00% | 100.00% |
Approximate total acres | Geographic concentration | Illinois | ||
Concentration Risk | ||
Concentration risk (as a percent) | 26.40% | 11.60% |
Approximate total acres | Geographic concentration | Colorado | ||
Concentration Risk | ||
Concentration risk (as a percent) | 19.00% | 39.30% |
Approximate total acres | Geographic concentration | Others | ||
Concentration Risk | ||
Concentration risk (as a percent) | 15.70% | 5.40% |
Approximate total acres | Geographic concentration | North Carolina | ||
Concentration Risk | ||
Concentration risk (as a percent) | 10.40% | |
Approximate total acres | Geographic concentration | Arkansas | ||
Concentration Risk | ||
Concentration risk (as a percent) | 9.70% | 16.40% |
Approximate total acres | Geographic concentration | South Carolina | ||
Concentration Risk | ||
Concentration risk (as a percent) | 9.30% | 14.80% |
Approximate total acres | Geographic concentration | Nebraska | ||
Concentration Risk | ||
Concentration risk (as a percent) | 5.50% | 6.80% |
Approximate total acres | Geographic concentration | Mississippi | ||
Concentration Risk | ||
Concentration risk (as a percent) | 4.00% | 5.70% |
Related Party Transactions (Det
Related Party Transactions (Details) | Jul. 21, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Apr. 01, 2015a | Mar. 16, 2015a |
Related Party Transactions | ||||||
Area of Real Estate Property | a | 641 | |||||
American Agriculture Corporation | Shared services agreement | General and administrative expenses | ||||||
Related Party Transactions | ||||||
Expenses from related party | $ 0 | $ 16,816 | ||||
TRS And Hough Farms | ||||||
Related Party Transactions | ||||||
Area of Real Estate Property | a | 641 | |||||
Custom farming costs incurred | 1,250 | |||||
American Agriculture Aviation, LLC | Lease agreements | ||||||
Related Party Transactions | ||||||
Transaction amount | $ 47,053 | |||||
Hough Farms | TRS And Hough Farms | ||||||
Related Party Transactions | ||||||
Due to Affiliate | $ 0 | $ 11,946 | ||||
Paul A. Pittman | American Agriculture Corporation | ||||||
Related Party Transactions | ||||||
Related Party Transaction Percentage of Ownership Interest Held by Related Party | 75.00% | |||||
Paul A. Pittman | American Agriculture Aviation, LLC | ||||||
Related Party Transactions | ||||||
Related Party Transaction Percentage of Ownership Interest Held by Related Party | 100.00% | |||||
Jesse J. Hough | American Agriculture Corporation | ||||||
Related Party Transactions | ||||||
Related Party Transaction Percentage of Ownership Interest Held by Related Party | 25.00% | |||||
Pittman Hough Farms | Astoria Farms | ||||||
Related Party Transactions | ||||||
Ownership interest (as a percent) | 33.34% | |||||
Pittman Hough Farms | Hough Farms | ||||||
Related Party Transactions | ||||||
Ownership interest (as a percent) | 25.00% | |||||
Pittman Hough Farms | Paul A. Pittman | ||||||
Related Party Transactions | ||||||
Related Party Transaction Percentage of Ownership Interest Held by Related Party | 75.00% | |||||
Astoria Farms and Hough Farms | Lease agreements | ||||||
Related Party Transactions | ||||||
Rent from related party | $ 617,959 | $ 670,429 | ||||
Approximate total acres | Tenant concentration | Astoria Farms and Hough Farms | ||||||
Related Party Transactions | ||||||
Percentage of total | 6.00% | 16.00% |
Real Estate (Details)
Real Estate (Details) | Mar. 02, 2016shares | Mar. 13, 2015USD ($)shares | Mar. 02, 2015USD ($)$ / sharesshares | Mar. 02, 2006shares | Mar. 31, 2016USD ($)aitem | Mar. 31, 2015USD ($)a | Mar. 16, 2015a |
Real Estate | |||||||
Number of farms owned | item | 255 | ||||||
Number of grain storage facilities owned | item | 13 | ||||||
Farms acquired and allocation of purchase price | |||||||
Total approximate acres | a | 641 | ||||||
Acquisition related costs | $ 57,000 | $ 11,000 | |||||
Farm acquisitions | |||||||
Farms acquired and allocation of purchase price | |||||||
Total approximate acres | a | 32,785 | 2,860 | |||||
Purchase price | $ 239,520,000 | $ 11,388,000 | |||||
Acquisition costs | 1,341,000 | 14,000 | |||||
Accrued property taxes | (80,000) | (4,000) | |||||
Total | 239,520,000 | 11,388,000 | |||||
Farm acquisitions | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 233,457,000 | 10,259,000 | |||||
Farm acquisitions | Groundwater | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 1,434,000 | 626,000 | |||||
Farm acquisitions | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 2,599,000 | 434,000 | |||||
Farm acquisitions | Permanent plantings | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 1,768,000 | 73,000 | |||||
Farm acquisitions | Timber | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 342,000 | ||||||
Farm acquisitions | Knowles | |||||||
Farms acquired and allocation of purchase price | |||||||
Total | 1,202,000 | ||||||
Farm acquisitions | Knowles | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 795,000 | ||||||
Farm acquisitions | Knowles | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 65,000 | ||||||
Farm acquisitions | Knowles | Timber | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 342,000 | ||||||
Farm acquisitions | Knowles | Georgia | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Jan. 12, 2016 | ||||||
Total approximate acres | a | 608 | ||||||
Purchase price | $ 1,202,000 | ||||||
Acquisition costs | 2,000 | ||||||
Farm acquisitions | Borden | |||||||
Farms acquired and allocation of purchase price | |||||||
Total | 1,630,000 | ||||||
Farm acquisitions | Borden | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 779,000 | ||||||
Farm acquisitions | Borden | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 63,000 | ||||||
Farm acquisitions | Borden | Permanent plantings | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 788,000 | ||||||
Farm acquisitions | Reinart Farm | |||||||
Farms acquired and allocation of purchase price | |||||||
Total | 6,117,000 | ||||||
Farm acquisitions | Reinart Farm | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 4,188,000 | ||||||
Farm acquisitions | Reinart Farm | Groundwater | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 1,434,000 | ||||||
Farm acquisitions | Reinart Farm | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 495,000 | ||||||
Farm acquisitions | Reinart Farm | Texas | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Jan. 27, 2016 | ||||||
Total approximate acres | a | 2,056 | ||||||
Purchase price | $ 6,117,000 | ||||||
Acquisition costs | 1,000 | ||||||
Farm acquisitions | Chenoweth | |||||||
Farms acquired and allocation of purchase price | |||||||
Total | 371,000 | ||||||
Farm acquisitions | Chenoweth | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 371,000 | ||||||
Farm acquisitions | Chenoweth | Illinois | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Feb. 26, 2016 | ||||||
Total approximate acres | a | 40 | ||||||
Purchase price | $ 371,000 | ||||||
Farm acquisitions | Forsythe | |||||||
Farms acquired and allocation of purchase price | |||||||
Consideration paid in cash | $ 50,000,000 | ||||||
Aggregate OP units and shares of company's common stock | shares | 2,608,695 | ||||||
Price of OP unit (per op unit) | $ / shares | $ 11.05 | ||||||
Accrued property taxes | (79,000) | ||||||
Total | 197,145,000 | ||||||
Farm acquisitions | Forsythe | Series A Preferred Units | |||||||
Farms acquired and allocation of purchase price | |||||||
Issuance of stock as consideration in real estate acquisitions ( in shares) | shares | 117,000 | 117,000 | |||||
Farm acquisitions | Forsythe | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 195,590,000 | ||||||
Farm acquisitions | Forsythe | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 1,277,000 | ||||||
Farm acquisitions | Forsythe | Permanent plantings | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 357,000 | ||||||
Farm acquisitions | Forsythe | Illinois | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Mar. 2, 2016 | ||||||
Total approximate acres | a | 22,128 | ||||||
Purchase price | $ 197,145,000 | ||||||
Acquisition costs | 1,321,000 | ||||||
Farm acquisitions | Knight | |||||||
Farms acquired and allocation of purchase price | |||||||
Total | 624,000 | ||||||
Farm acquisitions | Knight | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 482,000 | ||||||
Farm acquisitions | Knight | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 142,000 | ||||||
Farm acquisitions | Knight | Georgia | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Mar. 11, 2016 | ||||||
Total approximate acres | a | 208 | ||||||
Purchase price | $ 624,000 | ||||||
Acquisition costs | 3,000 | ||||||
Farm acquisitions | Gurga | |||||||
Farms acquired and allocation of purchase price | |||||||
Accrued property taxes | (1,000) | ||||||
Total | 667,000 | ||||||
Farm acquisitions | Gurga | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 668,000 | ||||||
Farm acquisitions | Gurga | Illinois | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Mar. 24, 2016 | ||||||
Total approximate acres | a | 80 | ||||||
Purchase price | $ 667,000 | ||||||
Farm acquisitions | Condrey | |||||||
Farms acquired and allocation of purchase price | |||||||
Total | 31,764,000 | ||||||
Farm acquisitions | Condrey | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 30,584,000 | ||||||
Farm acquisitions | Condrey | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 557,000 | ||||||
Farm acquisitions | Condrey | Permanent plantings | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 623,000 | ||||||
Farm acquisitions | Condrey | Louisiana | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Mar. 31, 2016 | ||||||
Total approximate acres | a | 7,400 | ||||||
Purchase price | $ 31,764,000 | ||||||
Acquisition costs | 14,000 | ||||||
Farm acquisitions | Swarek | |||||||
Farms acquired and allocation of purchase price | |||||||
Total | 3,512,000 | ||||||
Farm acquisitions | Swarek | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 3,471,000 | ||||||
Farm acquisitions | Swarek | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 41,000 | ||||||
Farm acquisitions | Swarek | Quitman, MS | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Jan. 14, 2015 | ||||||
Total approximate acres | a | 850 | ||||||
Purchase price | $ 3,512,000 | ||||||
Acquisition costs | 6,000 | ||||||
Farm acquisitions | Stonington-Bass | |||||||
Farms acquired and allocation of purchase price | |||||||
Total | 2,080,000 | ||||||
Farm acquisitions | Stonington-Bass | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 1,995,000 | ||||||
Farm acquisitions | Stonington-Bass | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 80,000 | ||||||
Farm acquisitions | Stonington-Bass | Permanent plantings | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 5,000 | ||||||
Farm acquisitions | Benda Butler | |||||||
Farms acquired and allocation of purchase price | |||||||
Accrued property taxes | (1,000) | ||||||
Total | 606,000 | ||||||
Farm acquisitions | Benda Butler | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 607,000 | ||||||
Farm acquisitions | Benda Butler | Butler, NE | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Feb. 24, 2015 | ||||||
Total approximate acres | a | 73 | ||||||
Purchase price | $ 606,000 | ||||||
Acquisition costs | 1,000 | ||||||
Farm acquisitions | Benda Polk | |||||||
Farms acquired and allocation of purchase price | |||||||
Accrued property taxes | (1,000) | ||||||
Total | 861,000 | ||||||
Farm acquisitions | Benda Polk | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 862,000 | ||||||
Farm acquisitions | Benda Polk | Polk, NE | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Feb. 24, 2015 | ||||||
Total approximate acres | a | 123 | ||||||
Purchase price | $ 861,000 | ||||||
Acquisition costs | 2,000 | ||||||
Farm acquisitions | Timmerman | |||||||
Farms acquired and allocation of purchase price | |||||||
Accrued property taxes | (2,000) | ||||||
Total | 2,026,000 | ||||||
Farm acquisitions | Timmerman | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 1,365,000 | ||||||
Farm acquisitions | Timmerman | Groundwater | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 626,000 | ||||||
Farm acquisitions | Timmerman | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 37,000 | ||||||
Farm acquisitions | Timmerman | Phillips, CO | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Mar. 13, 2015 | ||||||
Total approximate acres | a | 315 | ||||||
Purchase price | $ 2,026,000 | ||||||
Acquisition costs | 0 | ||||||
Issuance of stock as consideration in real estate acquisitions ( in shares) | shares | 63,581 | ||||||
Issuance of OP units as partial consideration for real estate acquisition | $ 712,743 | ||||||
Farm acquisitions | Cypress Bay Farm | |||||||
Farms acquired and allocation of purchase price | |||||||
Total | 2,303,000 | ||||||
Farm acquisitions | Cypress Bay Farm | Land | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 1,959,000 | ||||||
Farm acquisitions | Cypress Bay Farm | Irrigation improvements | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | 276,000 | ||||||
Farm acquisitions | Cypress Bay Farm | Permanent plantings | |||||||
Farms acquired and allocation of purchase price | |||||||
Real estate | $ 68,000 | ||||||
Farm acquisitions | Cypress Bay Farm | Bamberg, SC | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Mar. 13, 2015 | ||||||
Total approximate acres | a | 502 | ||||||
Purchase price | $ 2,303,000 | ||||||
Acquisition costs | 4,000 | ||||||
Business combinations | |||||||
Farms acquired and allocation of purchase price | |||||||
Total revenue from date of acquisition | 27,519 | 0 | |||||
Net income from date of acquisition | 8,405 | 2,471 | |||||
Acquisition related costs | $ 260 | $ 1,277 | |||||
Business combinations | Borden | Michigan | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Jan. 21, 2016 | ||||||
Total approximate acres | a | 265 | ||||||
Purchase price | $ 1,630,000 | ||||||
Business combinations | Stonington-Bass | Baca, CO | |||||||
Farms acquired and allocation of purchase price | |||||||
Acquisition date | Feb. 18, 2015 | ||||||
Total approximate acres | a | 997 | ||||||
Purchase price | $ 2,080,000 | ||||||
Acquisition costs | $ 1,000 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Outstanding Principal | $ 2,780,000 | $ 2,830,000 | |
Points paid, net of direct issuance costs | (8,000) | (10,000) | |
Net prepaid interest | (12,000) | (8,000) | |
Total notes and interest receivable | 2,760,000 | 2,812,000 | |
Prepaid interest | 42,685 | 60,025 | |
Accrued interest | 30,400 | 52,244 | |
Notes Receivable | 2,796,158 | 2,842,145 | |
Mortgage Note January 2017 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Outstanding Principal | 1,800,000 | 1,800,000 | |
Maximum capacity of receivables | 200,000 | ||
Mortgage Note October 2017 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Outstanding Principal | $ 980,000 | 980,000 | |
Note Receivable. | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total Outstanding Principal | $ 50,000 | ||
FPI Loan Program | Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amounts | $ 500,000 | ||
FPI Loan Program | Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Term of loan | 3 years |
Mortgage Notes and Bonds Paya35
Mortgage Notes and Bonds Payable (Details) | Feb. 29, 2016USD ($)subsidiary | Aug. 22, 2014 | May. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Apr. 14, 2016USD ($) | Mar. 29, 2016USD ($)subsidiary | Dec. 31, 2015USD ($) | Aug. 03, 2015USD ($) |
Mortgage notes payable | |||||||||
Total outstanding principal | $ 290,225,000 | $ 187,225,000 | |||||||
Repayments of Secured Debt | 56,000,000 | $ 6,102,000 | |||||||
Debt issuance costs | (821,000) | (381,000) | |||||||
Unamortized premium | 200,000 | 230,000 | |||||||
Total mortgage notes and bonds payable, net | 289,604,000 | 187,074,000 | |||||||
Book Value of Collateral | 510,605 | ||||||||
Payment of debt issuance costs | 667,000 | 42,000 | |||||||
Accrued interest | 1,539,000 | 681,000 | |||||||
Cash paid during period for interest | 2,804,000 | $ 456,000 | |||||||
Aggregate maturities of long-term debt | |||||||||
Remaining months of 2016 | 28,750,000 | ||||||||
2,017 | 81,100,000 | ||||||||
2,020 | 48,300,000 | ||||||||
Thereafter | 132,075,000 | ||||||||
Total | 290,225,000 | ||||||||
Farmer Mac Facility | Secured notes | |||||||||
Mortgage notes payable | |||||||||
Outstanding debt | $ 157,600,000 | 160,600,000 | |||||||
Maximum aggregate principal amount | $ 165,000,000 | ||||||||
Effective loan-to-value ratios as a percentage of the appraised value of agricultural real estate securing such mortgage loans | 60.00% | ||||||||
Farmer Mac Facility | Secured notes | Minimum | |||||||||
Mortgage notes payable | |||||||||
Fixed charge coverage ratio | 1.50 | ||||||||
Tangible net worth | $ 96,268,417 | ||||||||
Collateral value as percentage of aggregate principal amount of outstanding notes (as a percent) | 100.00% | ||||||||
Total collateral value as percentage of aggregate principal amount of outstanding notes (as a percent) | 110.00% | ||||||||
Farmer Mac Facility | Secured notes | Maximum | |||||||||
Mortgage notes payable | |||||||||
Leverage ratio (as a percent) | 60.00% | ||||||||
Bridge Loan Agreement | |||||||||
Mortgage notes payable | |||||||||
Number of subsidiaries | subsidiary | 2 | ||||||||
Loan | $ 53,000,000 | ||||||||
Payment of debt issuance costs | $ 173,907 | ||||||||
Accrued interest | 2,271,867 | ||||||||
Cash paid during period for interest | 2,271,867 | ||||||||
Additional interest paid | $ 2,120,000 | ||||||||
Additonal interest, percentage | 4.00% | ||||||||
One time fee percentage | 4.00% | ||||||||
MetLife | |||||||||
Mortgage notes payable | |||||||||
Number of subsidiaries | subsidiary | 5 | ||||||||
MetLife | Term Loan | |||||||||
Mortgage notes payable | |||||||||
Principal amount of loan | $ 127,000,000 | ||||||||
Maximum loan to value ratio | 60.00% | ||||||||
MetLife | Term Loan One | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.38% | ||||||||
Interest Rate (as a percent) | 2.00% | ||||||||
Principal amount of loan | 90,000,000 | ||||||||
MetLife | Term Loan Two | |||||||||
Mortgage notes payable | |||||||||
Principal amount of loan | 21,000,000 | ||||||||
MetLife | Term Loan Three | |||||||||
Mortgage notes payable | |||||||||
Principal amount of loan | $ 16,000,000 | ||||||||
MetLife | Term Loan Two and Three | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.66% | ||||||||
Minimum prepayment premium | 20.00% | ||||||||
Percentage of conditional prepayment of loan without penalty | 1.00% | ||||||||
Operating Partnership | FMW Loan Agreement | |||||||||
Mortgage notes payable | |||||||||
Principal amount of loan | $ 30,780,000 | ||||||||
LIBOR | Bridge Loan Agreement | |||||||||
Mortgage notes payable | |||||||||
Margin added to reference rate (as a percent) | 3.00% | ||||||||
LIBOR | MetLife | Term Loan One | |||||||||
Mortgage notes payable | |||||||||
Initial floating rate spread | 1.75% | ||||||||
Mortgage notes payable | Fair value | Level 3 | |||||||||
Aggregate maturities of long-term debt | |||||||||
Debt | $ 280,466,124 | 185,171,599 | |||||||
Midwest Bank debt and Mortgage Notes Payable Maturing on June 2016 One | |||||||||
Mortgage notes payable | |||||||||
Interest Rate (as a percent) | 3.02% | ||||||||
Total outstanding principal | $ 650,000 | 650,000 | |||||||
Book Value of Collateral | $ 1,142,000 | ||||||||
Midwest Bank debt and Mortgage Notes Payable Maturing on June 2016 One | Minimum | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.80% | ||||||||
Midwest Bank debt and Mortgage Notes Payable Maturing on June 2016 One | LIBOR | |||||||||
Mortgage notes payable | |||||||||
Margin added to reference rate (as a percent) | 2.59% | ||||||||
Midwest Bank debt and Mortgage Notes Payable Maturing on June 2016 Two | |||||||||
Mortgage notes payable | |||||||||
Interest Rate (as a percent) | 3.02% | ||||||||
Total outstanding principal | $ 26,000,000 | 26,000,000 | |||||||
Book Value of Collateral | $ 23,979,000 | ||||||||
Midwest Bank debt and Mortgage Notes Payable Maturing on June 2016 Two | Minimum | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.80% | ||||||||
Midwest Bank debt and Mortgage Notes Payable Maturing on June 2016 Two | LIBOR | |||||||||
Mortgage notes payable | |||||||||
Margin added to reference rate (as a percent) | 2.59% | ||||||||
Mortgage notes payable maturing on June 2016 | Guarantee of obligations | Messrs. Pittman and Hough | |||||||||
Mortgage notes payable | |||||||||
Principal amount of loan | $ 11,000,000 | ||||||||
Farmer Mac Note 1 mortgage notes payable maturing on September 2017 | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.40% | ||||||||
Interest Rate (as a percent) | 2.40% | ||||||||
Total outstanding principal | $ 20,700,000 | 20,700,000 | |||||||
Book Value of Collateral | $ 31,727,000 | ||||||||
Farmer Mac Note 2 mortgage notes payable maturing on October 2017 | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.35% | ||||||||
Interest Rate (as a percent) | 2.35% | ||||||||
Total outstanding principal | $ 5,460,000 | 5,460,000 | |||||||
Book Value of Collateral | $ 8,998,000 | ||||||||
Farmer Mac Note 3 mortgage notes payable maturing on November 2017 | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.50% | ||||||||
Interest Rate (as a percent) | 2.50% | ||||||||
Total outstanding principal | $ 10,680,000 | 10,680,000 | |||||||
Book Value of Collateral | $ 10,671,000 | ||||||||
Farmer Mac Note 4 mortgage notes payable maturing on December 2017 | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.50% | ||||||||
Interest Rate (as a percent) | 2.50% | ||||||||
Total outstanding principal | $ 13,400,000 | 13,400,000 | |||||||
Book Value of Collateral | $ 23,542,000 | ||||||||
Farmer Mac Note 5 mortgage notes payable maturing on December 2017 | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.56% | ||||||||
Interest Rate (as a percent) | 2.56% | ||||||||
Total outstanding principal | $ 30,860,000 | 30,860,000 | |||||||
Book Value of Collateral | $ 52,680,000 | ||||||||
Farmer Mac Note 6 Mortgage Notes Maturing In April 2025 | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 3.69% | ||||||||
Interest Rate (as a percent) | 3.69% | ||||||||
Total outstanding principal | $ 14,915,000 | 14,915,000 | |||||||
Book Value of Collateral | $ 20,072,000 | ||||||||
Farmer Mac Note 7 Mortgage Notes Maturing In April 2025 | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 3.68% | ||||||||
Interest Rate (as a percent) | 3.68% | ||||||||
Total outstanding principal | $ 11,160,000 | 11,160,000 | |||||||
Book Value of Collateral | $ 18,172,000 | ||||||||
Farmer Mac Note 8A Mortgage Notes Maturing In June 2020 | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 3.20% | ||||||||
Interest Rate (as a percent) | 3.20% | ||||||||
Total outstanding principal | $ 41,700,000 | 41,700,000 | |||||||
Book Value of Collateral | $ 80,809,000 | ||||||||
Farmer Mac Note 8B Mortgage Notes Maturing In May 2016 | |||||||||
Mortgage notes payable | |||||||||
Interest Rate (as a percent) | 1.98% | ||||||||
Total outstanding principal | $ 2,100,000 | 5,100,000 | |||||||
Farmer Mac Note 8B Mortgage Notes Maturing In May 2016 | Subsequent event | |||||||||
Mortgage notes payable | |||||||||
Repayments of Secured Debt | $ 2,100,000 | ||||||||
Farmer Mac Note 8B Mortgage Notes Maturing In May 2016 | LIBOR | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 1.80% | ||||||||
Farmer Mac Note 9B Mortgage Notes Maturing In July 2020 | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 3.35% | ||||||||
Interest Rate (as a percent) | 3.35% | ||||||||
Total outstanding principal | $ 6,600,000 | $ 6,600,000 | |||||||
Book Value of Collateral | $ 9,788,000 | ||||||||
MetLife term loan notes maturing in March 2026 one | |||||||||
Mortgage notes payable | |||||||||
Interest Rate (as a percent) | 2.38% | ||||||||
Total outstanding principal | $ 90,000,000 | ||||||||
Book Value of Collateral | $ 197,261,000 | ||||||||
MetLife term loan notes maturing in March 2026 one | LIBOR | |||||||||
Mortgage notes payable | |||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | ||||||||
MetLife term loan notes maturing in March 2026 one | LIBOR | Minimum | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 1.75% | ||||||||
MetLife term loan notes maturing in March 2026 one | LIBOR | Maximum | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.00% | ||||||||
MetLife term loan notes maturing in March 2026 Two | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.66% | ||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | ||||||||
Interest Rate (as a percent) | 2.66% | ||||||||
Unfunded portion of the term loan | $ 21,000,000 | ||||||||
MetLife term loan notes maturing in March 2026 Three | |||||||||
Mortgage notes payable | |||||||||
Interest rate (as a percent) | 2.66% | ||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | ||||||||
Interest Rate (as a percent) | 2.66% | ||||||||
Total outstanding principal | $ 16,000,000 | ||||||||
Book Value of Collateral | $ 31,764,000 |
Commitments and Contingencies36
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)a | Mar. 16, 2015a | |
Future minimum lease payments | ||
Current monthly payment | $ 10,032 | |
Future monthly payment | 10,200 | |
Remainder of 2016 | 91 | |
2,017 | 124 | |
2,018 | 126 | |
2,019 | 74 | |
Total future minimum lease payments | $ 415 | |
Farms acquired and allocation of purchase price | ||
Total approximate acres | a | 641 | |
Purchase agreement | ||
Farms acquired and allocation of purchase price | ||
Total approximate acres | a | 1,111 | |
Purchase price | $ 3,834 | |
Purchase agreement | Buckelew | Mississippi | ||
Farms acquired and allocation of purchase price | ||
Total approximate acres | a | 624 | |
Purchase price | $ 2,304 | |
Purchase agreement | Brett | Georgia | ||
Farms acquired and allocation of purchase price | ||
Total approximate acres | a | 213 | |
Purchase price | $ 575 | |
Purchase agreement | Powell | Georgia | ||
Farms acquired and allocation of purchase price | ||
Total approximate acres | a | 274 | |
Purchase price | $ 955 |
Stockholders' Equity and Non-37
Stockholders' Equity and Non-controlling Interests (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Increase (decrease) in shareholders' equity | ||
Balance | $ 138,534,000 | |
Net loss | (1,829,000) | |
Forfeiture of unvested restricted stock | (1,000) | |
Stock based compensation | 244,000 | |
Dividend accrued or paid | (2,576,000) | |
Balance | 163,160,000 | $ 138,534,000 |
OP units | ||
Increase (decrease) in shareholders' equity | ||
Issuance of OP units as partial consideration for real estate acquisition | 28,826,000 | |
Operating Partnership | ||
Increase (decrease) in shareholders' equity | ||
Adjustment to arrive at redemption value of redeemable non-controlling interests in Operating Partnership | (38,000) | |
Common stock | ||
Increase (decrease) in shareholders' equity | ||
Balance | $ 118 | |
Balance (in shares) | 11,979 | |
Grant of unvested restricted stock | 96 | |
Forfeiture of unvested restricted stock (in shares) | (3) | |
Balance | $ 118 | $ 118 |
Balance (in shares) | 12,072 | 11,979 |
Additional Paid-in Capital | ||
Increase (decrease) in shareholders' equity | ||
Balance | $ 114,783,000 | |
Forfeiture of unvested restricted stock | (1,000) | |
Stock based compensation | 244,000 | |
Dividend accrued or paid | (283,000) | |
Balance | 118,171,000 | $ 114,783,000 |
Additional Paid-in Capital | Operating Partnership | ||
Increase (decrease) in shareholders' equity | ||
Adjustment to arrive at redemption value of redeemable non-controlling interests in Operating Partnership | (38,000) | |
Adjustment to non-controlling interest resulting from changes in ownership of the Operating Partnership | (3,466,000) | |
Retained Earnings (Deficit) | ||
Increase (decrease) in shareholders' equity | ||
Balance | 659,000 | |
Net loss | (1,354,000) | |
Balance | (695,000) | 659,000 |
Cumulative dividends | ||
Increase (decrease) in shareholders' equity | ||
Balance | (7,188,000) | |
Dividend accrued or paid | (1,540,000) | |
Balance | (8,728,000) | (7,188,000) |
Non-controlling interest | ||
Increase (decrease) in shareholders' equity | ||
Balance | 30,162,000 | |
Net loss | (475,000) | |
Dividend accrued or paid | (753,000) | |
Balance | 54,294,000 | 30,162,000 |
Non-controlling interest | OP units | ||
Increase (decrease) in shareholders' equity | ||
Issuance of OP units as partial consideration for real estate acquisition | 28,826,000 | |
Non-controlling interest | Operating Partnership | ||
Increase (decrease) in shareholders' equity | ||
Adjustment to non-controlling interest resulting from changes in ownership of the Operating Partnership | $ 3,466,000 | $ 817,704 |
Stockholders' Equity and Non-38
Stockholders' Equity and Non-controlling Interests - Distributions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | |
OP units | ||
Shareholders' Equity | ||
OP units outstanding for redemption | shares | 1,945,000 | 1,945,000 |
Operating Partnership | ||
Shareholders' Equity | ||
Parent ownership interest (as a percent) | 40.40% | 74.10% |
Operating Partnership | OP units | ||
Shareholders' Equity | ||
Parent ownership interest (as a percent) | 40.40% | |
Common stock | Operating Partnership | OP units | ||
Shareholders' Equity | ||
Ratio for conversion into common shares | 1 | |
Non-controlling interest | Operating Partnership | ||
Shareholders' Equity | ||
Increase of non-controlling interests and decrease of additional paid in capital | $ | $ 3,466,000 | $ 817,704 |
Pittman Hough Farms | Operating Partnership | ||
Shareholders' Equity | ||
Noncontrolling ownership interest (as a percent) | 59.60% | 25.90% |
Stockholders' Equity and Non-39
Stockholders' Equity and Non-controlling Interests - Redeemable non-controlling interest in the Operating Partnership (Details) - USD ($) | Mar. 08, 2016 | Mar. 02, 2016 | Nov. 20, 2015 | Aug. 26, 2015 | Aug. 12, 2015 | Jun. 02, 2015 | Feb. 25, 2015 | Mar. 02, 2006 | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 29, 2014 |
Stockholders’ Equity and Non-controlling Interests | |||||||||||
Cash distributions (in dollars per share) | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1160 | $ 0.4985 | |||||
Change in redeemable non-controlling interest | |||||||||||
Opening balance | $ 9,695,000 | ||||||||||
Net loss attributable to non-controlling interests | (101,000) | ||||||||||
Balance at March 31, 2016 | 117,283,000 | ||||||||||
Ending balance | 9,519,000 | $ 9,695,000 | |||||||||
Share repurchase | |||||||||||
Stockholders’ Equity and Non-controlling Interests | |||||||||||
Stock repurchased | $ 2,130 | ||||||||||
Average price | $ 9.81 | ||||||||||
Share repurchase | Maximum | |||||||||||
Stockholders’ Equity and Non-controlling Interests | |||||||||||
Amount approved for share repurchase program | 9,979,068 | $ 10,000,000 | |||||||||
Redeemable OP units | |||||||||||
Stockholders’ Equity and Non-controlling Interests | |||||||||||
Issuance of units | 1,993,709 | ||||||||||
Maximum number of common stock | 1,109,985 | ||||||||||
Change in redeemable non-controlling interest | |||||||||||
Distributions to non-controlling interest | (113,000) | ||||||||||
Redeemable Non controlling Interest Temporary Equity Dividends Accrued | 113,000 | ||||||||||
Redeemable Preferred OP Units | |||||||||||
Change in redeemable non-controlling interest | |||||||||||
Distributions to non-controlling interest | $ (283,000) | ||||||||||
Percentage of Cumulative Preferential Dividends | 3.00% | ||||||||||
Redeemable Non controlling Interest Temporary Equity Dividends Accrued | $ 283,000 | ||||||||||
Series A Preferred Units | |||||||||||
Change in redeemable non-controlling interest | |||||||||||
Percentage of preferential cash distribution | 3.00% | ||||||||||
Liquidation preference for each preferred unit | $ 1,000 | ||||||||||
Number of trading days | 20 days | ||||||||||
Series A Preferred Units | Forsythe | Farm acquisitions | |||||||||||
Stockholders’ Equity and Non-controlling Interests | |||||||||||
Issuance of units | 117,000 | 117,000 | |||||||||
Change in redeemable non-controlling interest | |||||||||||
Liquidation value | $ 117,283,000 | ||||||||||
OP units | Redeemable OP units | |||||||||||
Stockholders’ Equity and Non-controlling Interests | |||||||||||
Temporary Equity redeemable for cash | 883,724 | 883,724 | |||||||||
Change in redeemable non-controlling interest | |||||||||||
Opening balance | $ 9,695,000 | ||||||||||
Opening balance (in shares) | 884 | ||||||||||
Net loss attributable to non-controlling interests | $ (101,000) | ||||||||||
Distributions to non-controlling interest | (113,000) | ||||||||||
Adjustment to arrive at redemption value of redeemable non-controlling interests in Operating Partnership, common | 38,000 | ||||||||||
Ending balance | $ 9,519,000 | $ 9,695,000 | |||||||||
Ending balance (in shares) | 884 | 884 | |||||||||
Redeemable Non controlling Interest Temporary Equity Dividends Accrued | $ 113,000 | ||||||||||
OP units | Redeemable Preferred OP Units | |||||||||||
Change in redeemable non-controlling interest | |||||||||||
Issuance of redeemable OP units as partial consideration for real estate acquisition | $ 117,000,000 | ||||||||||
Issuance of redeemable OP units as partial consideration for real estate acquisition (in shares) | 117 | ||||||||||
Distributions to non-controlling interest | $ 283,000 | ||||||||||
Balance at March 31, 2016 | $ 117,283,000 | ||||||||||
Ending balance (in shares) | 117 | ||||||||||
Redeemable Non controlling Interest Temporary Equity Dividends Accrued | $ (283,000) |
Stockholders' Equity and Non-40
Stockholders' Equity and Non-controlling Interests - Summary of the non-vested Restricted Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | May. 05, 2015 | |
Shareholders' Equity | |||
Number of shares available for future grant | 306,070 | ||
Weighted average grant date fair value | |||
Maximum shares of common stock to be issued | 615,070 | ||
Restricted shares | |||
Number of shares | |||
Unvested at the beginning of the period (in shares) | 145 | ||
Granted (in shares) | 97 | ||
Vested (in shares) | (1) | ||
Forfeited (in shares) | (3) | ||
Unvested at the end of the period (in shares) | 238 | 145 | |
Weighted average grant date fair value | |||
Maximum shares of common stock to be issued | 309,000 | ||
Unvested at the beginning of the period (in dollars per share) | $ 13.87 | ||
Granted (in dollars per share) | 10.71 | ||
Vested (in dollars per share) | 11.14 | ||
Forfeited (in dollars per share) | 11.15 | ||
Unvested at the end of the period (in dollars per share) | $ 12.63 | $ 13.87 | |
Share-based compensation expense | $ 242,746 | $ 239,034 | |
Total unrecognized compensation costs related to non-vested stock awards | $ 3,147,806 | $ 1,246,683 | |
Weighted average period over which unrecognized compensation costs is expected to be recognized | 1 year 9 months 18 days | 1 year 3 months 18 days |
Stockholders' Equity and Non-41
Stockholders' Equity and Non-controlling Interests - Computation of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Net loss attributable to Farmland Partners Inc. | $ (1,354) | $ (157) |
Nonforfeitable distributions allocated to unvested restricted shares | (30) | (25) |
Net loss available to common stockholders of Farmland Partners Inc. | $ (1,780) | $ (182) |
Denominator: | ||
Weighted-average number of common shares - basic | 11,834 | 7,530 |
Weighted-average number of common shares - diluted (in shares) | 11,834 | 7,530 |
Loss per share attributable to common stockholders - basic | $ (0.15) | $ (0.02) |
Loss per share attributable to common stockholders - diluted | $ (0.15) | $ (0.02) |
Redeemable OP units | ||
Numerator: | ||
Distributions to non-controlling interest | $ (113) | |
Redeemable Preferred OP Units | ||
Numerator: | ||
Distributions to non-controlling interest | $ (283) |
Stockholders' Equity and Non-42
Stockholders' Equity and Non-controlling Interests - OP units held by the non-controlling interest (Details) - shares | Jun. 02, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Excluded from diluted earnings per share calculation | ||||
Anti-dilutive compensation-related shares outstanding | 159,780 | 214,283 | ||
Redeemable OP units | ||||
Excluded from diluted earnings per share calculation | ||||
Weighted average number of OP units | 3,661,251 | |||
Redeemable OP units | OP units | ||||
Excluded from diluted earnings per share calculation | ||||
Temporary Equity redeemable for cash | 883,724 | 883,724 | ||
Non-controlling interest | Excess OP units | ||||
Excluded from diluted earnings per share calculation | ||||
Weighted average number of OP units | 883,724 | 0 | ||
Operating Partnership | Non-controlling interest | ||||
Excluded from diluted earnings per share calculation | ||||
Weighted average number of OP units | 4,153,581 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) | May. 03, 2016USD ($) | Apr. 01, 2016USD ($)a | Mar. 16, 2015a |
Subsequent Events | |||
Total approximate acres | a | 641 | ||
Subsequent event | Board of Directors | |||
Subsequent Events | |||
Cash dividend declared | $ | $ 0.1275 | ||
Subsequent event | Expected | |||
Subsequent Events | |||
Total approximate acres | a | 2,944 | ||
Purchase price | $ | $ 14,784,000 | ||
Subsequent event | Expected | Early | Texas | |||
Subsequent Events | |||
Total approximate acres | a | 640 | ||
Purchase price | $ | $ 1,800,000 | ||
Subsequent event | Expected | Unruh | South Carolina | |||
Subsequent Events | |||
Total approximate acres | a | 330 | ||
Purchase price | $ | $ 1,525,000 | ||
Subsequent event | Expected | Keanansville | Florida | |||
Subsequent Events | |||
Total approximate acres | a | 291 | ||
Purchase price | $ | $ 1,600,000 | ||
Subsequent event | Expected | Missel | Colorado | |||
Subsequent Events | |||
Total approximate acres | a | 1,261 | ||
Purchase price | $ | $ 1,760,000 | ||
Subsequent event | Expected | Ulrich | Colorado | |||
Subsequent Events | |||
Total approximate acres | a | 142 | ||
Purchase price | $ | $ 5,500,000 | ||
Subsequent event | Expected | Durdan | Illinois | |||
Subsequent Events | |||
Total approximate acres | a | 203 | ||
Purchase price | $ | $ 1,904,000 | ||
Subsequent event | Expected | East Chenoweth | Illinois | |||
Subsequent Events | |||
Total approximate acres | a | 77 | ||
Purchase price | $ | $ 695,000 |