Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 07, 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 | Sep. 30, 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 | 14,045,787 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Combined Consolidated Balance S
Combined Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Land, at cost | $ 546,794 | $ 290,828 |
Grain facilities | 6,244 | 4,830 |
Groundwater | 11,933 | 6,333 |
Irrigation improvements | 15,839 | 11,909 |
Drainage improvements | 4,778 | 1,641 |
Permanent plantings | 1,846 | 1,168 |
Other | 2,874 | 913 |
Construction in progress | 863 | 286 |
Real estate, at cost | 591,171 | 317,908 |
Less accumulated depreciation | (2,773) | (1,671) |
Total real estate, net | 588,398 | 316,237 |
Deposits | 196 | 765 |
Cash | 17,189 | 23,514 |
Notes and interest receivable, net | 2,870 | 2,812 |
Deferred offering costs | 250 | 267 |
Accounts receivable, net | 2,131 | 703 |
Inventory | 378 | 249 |
Other | 1,053 | 407 |
TOTAL ASSETS | 612,465 | 344,954 |
LIABILITIES | ||
Mortgage notes and bonds payable, net | 302,393 | 187,074 |
Dividends payable | 2,515 | 2,060 |
Accrued interest | 1,626 | 681 |
Accrued property taxes | 962 | 764 |
Deferred revenue (See Note 2) | 5,720 | 4,854 |
Accrued expenses | 3,002 | 1,292 |
Total liabilities | 316,218 | 196,725 |
Commitments and contingencies (See Note 6 and Note 8) | ||
Redeemable non-controlling interests in operating partnership, common units | 9,695 | |
Redeemable non-controlling interests in operating partnership, preferred units | 119,057 | |
EQUITY | ||
Common stock, $0.01 par value, 500,000,000 shares authorized; 14,045,787 shares issued and outstanding at September 30, 2016, and 11,978,675 shares issued and outstanding at December 31, 2015 | 139 | 118 |
Additional paid in capital | 137,571 | 114,783 |
Retained earnings | 247 | 659 |
Cumulative dividends | (12,261) | (7,188) |
Non-controlling interests in operating partnership | 51,494 | 30,162 |
Total equity | 177,190 | 138,534 |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS IN OPERATING PARTNERSHIP AND EQUITY | $ 612,465 | $ 344,954 |
Combined Consolidated Balance 3
Combined Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 | 14,045,787 | 11,978,675 |
Common stock, shares outstanding | 14,045,787 | 11,978,675 |
Combined Consolidated Statement
Combined Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
OPERATING REVENUES: | ||||
Rental income (See Note 2) | $ 6,164 | $ 4,047 | $ 16,462 | $ 8,866 |
Tenant reimbursements | 112 | 104 | 276 | 273 |
Other revenue | 670 | 18 | 931 | 18 |
Total operating revenues | 6,946 | 4,169 | 17,669 | 9,157 |
OPERATING EXPENSES | ||||
Depreciation and depletion | 419 | 237 | 1,102 | 613 |
Property operating expenses | 548 | 338 | 1,529 | 798 |
Acquisition and due diligence costs | 1,712 | 112 | 1,818 | 179 |
General and administrative expenses | 1,587 | 1,112 | 4,770 | 2,976 |
Legal and accounting | 330 | 216 | 882 | 647 |
Other operating expenses | 160 | 248 | ||
Total operating expenses | 4,756 | 2,015 | 10,349 | 5,213 |
OPERATING INCOME | 2,190 | 2,154 | 7,320 | 3,944 |
OTHER (INCOME) EXPENSE: | ||||
Other income | (72) | (98) | (133) | (98) |
Interest expense | 2,065 | 1,390 | 7,869 | 3,232 |
Total other expense | 1,993 | 1,292 | 7,736 | 3,134 |
Net income (loss) before income tax expense | 197 | 862 | (416) | 810 |
Income tax expense | 97 | 4 | 97 | 4 |
NET INCOME (LOSS) | 100 | 858 | (513) | 806 |
Net (income) loss attributable to non-controlling interests in operating partnership | (30) | (184) | 37 | (178) |
Net (income) loss attributable to redeemable non-controlling interests in operating partnership | (50) | 64 | (53) | |
Net income (loss) attributable to the Company | 70 | 624 | (412) | 575 |
Nonforfeitable distributions allocated to unvested restricted shares | (24) | (19) | (72) | (62) |
Net (loss) income available to common stockholders of Farmland Partners Inc. | $ (841) | $ 492 | $ (2,654) | $ 287 |
Basic and diluted per common share data: | ||||
Basic net (loss) income available to common stockholders (in dollars per share) | $ (0.06) | $ 0.04 | $ (0.21) | $ 0.03 |
Diluted net (loss) income available to common stockholders (in dollars per share) | $ (0.06) | $ 0.04 | $ (0.21) | $ 0.03 |
Basic weighted average common shares outstanding (in shares) | 13,683 | 11,154 | 12,663 | 8,872 |
Diluted weighted average common shares outstanding (in shares) | 13,683 | 11,158 | 12,663 | 8,882 |
Dividends declared per common share | $ 0.13 | $ 0.13 | $ 0.38 | $ 0.37 |
Redeemable OP units | ||||
OTHER (INCOME) EXPENSE: | ||||
Distributions on redeemable non-controlling interests in operating partnership, units | $ (113) | $ (113) | $ (226) | |
Redeemable Preferred OP Units | ||||
OTHER (INCOME) EXPENSE: | ||||
Distributions on redeemable non-controlling interests in operating partnership, units | $ (887) | $ (2,057) |
Combined Consolidated Statemen5
Combined Consolidated Statement of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Common stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Cumulative Dividends | Non-controlling Interests in Operating PartnershipOP units | Non-controlling Interests in Operating Partnership | OP units | Total |
Balance at Dec. 31, 2014 | $ 75 | $ 68,980 | $ (569) | $ (2,130) | $ 17,169 | $ 83,525 | ||
Balance (in shares) at Dec. 31, 2014 | 7,732 | |||||||
Increase (decrease) in shareholders' equity | ||||||||
Net income (loss) | 575 | 178 | 753 | |||||
Grant of unvested restricted stock (in shares) | 6 | |||||||
Issuance of common stock | $ 34 | 34,607 | 34,641 | |||||
Issuance of common stock (in shares) | 3,360 | |||||||
Stock based compensation | 719 | 719 | ||||||
Dividends and distributions accrued or paid | (3,531) | (1,066) | (4,597) | |||||
Issuance of stock as partial consideration for asset acquisition | $ 9 | 9,748 | $ 14,937 | $ 14,937 | 9,757 | |||
Issuance of stock as partial consideration for asset acquisition (in shares) | 888 | |||||||
Adjustment to arrive at fair value of redeemable non-controlling interest | (36) | (36) | ||||||
Forfeiture of unvested restricted stock | (10) | (10) | ||||||
Forfeiture of unvested restricted stock (in shares) | (3) | |||||||
Adjustments to non-controlling interests resulting from changes in ownership of operating partnership | 809 | (809) | ||||||
Repurchase and cancellation of shares | (21) | (21) | ||||||
Repurchase and cancellation of shares (in shares) | (2) | |||||||
Balance at Sep. 30, 2015 | $ 118 | 114,796 | 6 | (5,661) | 30,409 | 139,668 | ||
Balance (in shares) at Sep. 30, 2015 | 11,981 | |||||||
Balance at Dec. 31, 2014 | $ 75 | 68,980 | (569) | (2,130) | 17,169 | 83,525 | ||
Balance (in shares) at Dec. 31, 2014 | 7,732 | |||||||
Balance at Dec. 31, 2015 | $ 118 | 114,783 | 659 | (7,188) | 30,162 | 138,534 | ||
Balance (in shares) at Dec. 31, 2015 | 11,979 | |||||||
Increase (decrease) in shareholders' equity | ||||||||
Net income (loss) | (412) | (37) | (449) | |||||
Grant of unvested restricted stock (in shares) | 119 | |||||||
Issuance of common stock | $ 10 | 9,224 | 9,234 | |||||
Issuance of common stock (in shares) | 844 | |||||||
Conversion of common units to REIT Shares | $ 11 | 10,450 | (10,461) | |||||
Conversion of common units to REIT Shares (in shares) | 1,109 | |||||||
Stock based compensation | 892 | 892 | ||||||
Dividends and distributions accrued or paid | (2,057) | (5,073) | (2,232) | (9,362) | ||||
Issuance of stock as partial consideration for asset acquisition | 28,825 | 28,825 | ||||||
Reclassification of common OP units from mezzanine equity | 9,519 | 9,519 | ||||||
Forfeiture of unvested restricted stock | (3) | (3) | ||||||
Forfeiture of unvested restricted stock (in shares) | (5) | |||||||
Adjustments to non-controlling interests resulting from changes in ownership of operating partnership | 4,282 | (4,282) | ||||||
Balance at Sep. 30, 2016 | $ 139 | $ 137,571 | $ 247 | $ (12,261) | $ 51,494 | $ 177,190 | ||
Balance (in shares) at Sep. 30, 2016 | 14,046 |
Combined Consolidated Statemen6
Combined Consolidated Statement of Changes in Equity (Parenthetical) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Increase (decrease) in shareholders' equity | |
Offering costs | $ 471,189 |
Underwriters discount | $ 1,848,000 |
Combined Consolidated Statemen7
Combined Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (513) | $ 806 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and depletion | 1,102 | 613 |
Amortization of deferred financing fees and discounts/premiums on debt | 219 | 128 |
Amortization of net origination fees related to notes receivable | (3) | (3) |
Amortization of below market leases | (63) | (122) |
Stock based compensation | 889 | 709 |
Loss on disposition of assets | 4 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (1,427) | (514) |
Increase in interest receivable | (106) | (15) |
Increase in other assets | (303) | (144) |
Increase in inventory | (129) | (189) |
Increase in accrued interest | 945 | 1,218 |
Increase (decrease) in accrued expenses | 1,984 | (21) |
Increase in deferred revenue | 900 | 5,911 |
Increase in accrued property taxes | 119 | 273 |
Net cash provided by operating activities | 3,614 | 8,654 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Real estate acquisitions | (122,388) | (98,910) |
Real estate and other improvements | (5,011) | (6,348) |
Principal receipts on notes receivable | 50 | |
Issuance of note receivable | (1,800) | |
Origination fees on notes receivable | 40 | |
Payment of direct costs related to note receivable | (18) | |
Net cash used in investing activities | (127,349) | (107,036) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings from mortgage notes payable | 200,787 | 82,475 |
Repayments on mortgage notes payable | (84,750) | (6,128) |
Proceeds from underwritten public offering | 35,112 | |
Proceeds from ATM offering | 9,338 | |
Common stock repurchased | (21) | |
Payment of offering costs | (64) | (480) |
Payment of debt issuance costs | (937) | (224) |
Dividends on common stock | (4,809) | (2,900) |
Refund on outstanding debt | 300 | |
Distributions to non-controlling interests in operating partnership, common | (2,155) | (984) |
Net cash provided by financing activities | 117,410 | 107,150 |
NET (DECREASE) INCREASE IN CASH | (6,325) | 8,768 |
CASH, BEGINNING OF PERIOD | 23,514 | 33,736 |
CASH, END OF PERIOD | 17,189 | 42,504 |
Cash paid during period for interest | 6,706 | 1,887 |
Cash paid during period for taxes | 4 | |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Dividend payable, common stock | 2,515 | |
Additions to real estate improvements included in accrued expenses | 134 | 407 |
Transfer of deferred offering costs to equity | 104 | |
Financing fees included in accrued expenses | 4 | |
Direct costs related to note receivable included in accrued expenses | 10 | |
Issuance of equity from non-controlling interests in operating partnership in conjunction with acquisitions | 145,826 | 34,388 |
Below market lease acquisitions | 29 | 230 |
Real estate acquisition costs included in accrued expenses | 11 | |
Capitalization of deferred offering costs as a result of pending financing transactions | 265 | |
Accounts receivable acquired in acquisitions | (107) | |
Property tax liability assumed in acquisitions | 79 | 50 |
Deferred offering costs included in accrued expenses | 24 | |
Other assets acquired in business combination | (33) | |
Common stock | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Dividend payable, common stock | 1,791 | $ 2,060 |
Distributions payable | 724 | |
Redeemable Preferred OP Units | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Distributions payable | $ 2,057 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Organization and Significant Accounting Policies | |
Organization and Significant Accounting Policies | Note 1—Organization and Significant Accounting Policie 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 September 30, 2016, the Company owned a portfolio of approximately 114,119 acres which are consolidated in these financial statements. All of the Company’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of September 30, 2016, the Company owned a 70.9% 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 (“TRS”). The TRS was formed to provide volume purchasing services to the Company’s tenants and also to operate a small scale custom farming business. As of September 30, 2016, the TRS performs these custom farming operations on 2,605 acres of farmland owned by the Company and located in Nebraska, Illinois and Mississippi. Pending Merger On September 12, 2016, the Company, the Operating Partnership and certain of their respective subsidiaries entered into a definitive agreement and plan of merger (the “AFCO Merger Agreement”) with American Farmland Company (“AFCO”) and American Farmland Company L.P. (“AFCO OP”). Pursuant to the terms of the AFCO Merger Agreement, one of the Company’s wholly owned subsidiaries will merge with and into AFCO OP with AFCO OP surviving as a wholly owned subsidiary of the Operating Partnership (the “Partnership Merger”), and AFCO will merge with and into another one of the Company’s wholly owned subsidiaries with such wholly owned subsidiary surviving (the “Company Merger” and together with the Partnership Merger, the “AFCO Mergers”). The Mergers are expected to close in first quarter of 2017. At the effective time of the Company Merger, each share of common stock of AFCO, par value $0.01 per share (“AFCO Common Stock”), issued and outstanding immediately prior to the effective time of the Company Merger (other than any shares of AFCO Common Stock owned by any wholly owned subsidiary of AFCO or by the Company or the Operating Partnership or any wholly owned subsidiary of us or the Operating Partnership), will be automatically converted into the right to receive, subject to certain adjustments, 0.7417 shares of the Company’s common stock (the “Company Merger Consideration”). In addition, in connection with the Company Merger, each outstanding AFCO restricted stock unit that has become fully earned and vested in accordance with its terms will, at the effective time of the Company Merger, be converted into the right to receive the Company Merger Consideration. At the effective time of the Partnership Merger, each common unit of limited partnership interest in AFCO OP issued and outstanding immediately prior to the effective time of the Partnership Merger, will be converted automatically into the right to receive, subject to certain adjustments, 0.7417 Class A common units of limited partnership interest in our Operating Partnership. The AFCO Mergers are expected to close in the first quarter of 2017, but the Company can provide no assurances that the AFCO Mergers will close on the anticipated timeline or at all. For more information about the AFCO Mergers, see the Company’s Current Report on Form 8-K filed on September 12, 2016 and the Company’s Registration Statement on Form S-4 filed on October 3, 2016. We cannot assure you that we will be able to complete the AFCO Mergers on the expected timeline or at all. See “Item 1A Risk Factors” included in this Quarterly Report on Form 10-Q. Principles of Combination and Consolidation The accompanying combined consolidated financial statements for the periods ended September 30, 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. Interim Financial Information The information in the Company’s combined consolidated financial statements for the three and nine months ended September 30, 2016 and 2015 is unaudited. The accompanying financial statements for the three and nine months ended September 30, 2016 and 2015 include adjustments based on management’s estimates (consisting of normal and recurring accruals), which the Company considers necessary for a fair statement 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 and nine months ended September 30, 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 may differ from previously estimated amounts, and such differences may be material to our combined consolidated financial statements. 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, when available 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 $190,686 and $78,186 as of September 30, 2016 and December 31, 2015, respectively. 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. The costs of growing crops incurred by FPI Agribusiness consist primarily of costs related to land preparation, cultivation, irrigation and fertilization. Growing crop inventory is charged to cost of products sold when the related crop is harvested and sold. There were no costs of harvested crop for the quarters ended September 30, 2016 and 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 brokers’ commissions, freight and other marketing costs. Other inventory, such as fertilizer and pesticides, is valued at the lower of cost or market. As of September 30, 2016 and December 31, 2015, respectively, inventory consisted of the following: (in thousands) September 30, 2016 December 31, 2015 Harvested crop $ — $ Growing crop — Fertilizer and pesticides — $ $ 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”). 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” ). 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 combined consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for the annual period ended December 31, 2016 and for annual periods and interim periods thereafter with early adoption permitted. The adoption of ASU 2014-15 is not expected to materially impact our 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 combined consolidated financial statements. 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 $1,009,279 and $380,970 as of September 30, 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 did not have any debt issuance costs related to a line-of-credit arrangement as of September 30, 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. 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 currently evaluating the requirements of ASU 2016-02 and has not yet determined its impact on the company’s combined consolidated financial statements. 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. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , (“ASU 2016-15”). ASU 2016-15 is intended to reduce diversity in practice across all industries. The amendments in this update provide guidance on the following eight specific cash flow issues: 1) Debt Prepayment or Debt Extinguishment Costs; 2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; 3) Contingent Consideration Payments Made after a Business Combination; 4) Proceeds from the Settlement of Insurance Claims; 5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies; 6) Distributions Received from Equity Method Investees; 7) Beneficial Interests in Securitization Transactions; and 8) Separately Identifiable Cash Flows and Application of the Predominance Principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the requirements of ASU 2016-15 and has not yet determined its impact on the Company’s combined consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 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. Leases in place as of September 30, 2016 have terms ranging from one to ten years. As of September 30, 2016, the Company had 17 leases with renewal options and six leases with rent escalations. Payments received in advance are included in deferred revenue until they are earned. As of September 30, 2016 and December 31, 2015, the Company had $ 5,719,533 and $ 4,853,837 , respectively, in deferred revenue. Below market leases totaled $258,347 and $229,597 as of September 30, 2016 and December 31, 2015, respectively, with accumulated amortization totaling $249,794 and $ 186,512 as of September 30, 2016 and December 31, 2015, respectively. The following sets forth a summary of rental income recognized for the three and nine months ended September 30, 2016 and 2015: Rental income recognized For the three months ended For the nine months ended September 30, September 30, (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 September 30, 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 and thereafter as of September 30, 2016 are as follows: (in thousands) Future rental Year Ending December 31, payments 2016 (remaining three months) $ 2017 2018 2019 2020 Thereafter $ 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. 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 $764,136 and $0 were recognized during the nine months ended September 30, 2016 and 2015, respectively. Harvested crops delivered under marketing contracts are recorded using the fixed price of the marketing contract at the time of delivery to a grain facility. Harvested crops delivered without a marketing contract are recorded using the market price at the date the harvested crop is delivered to the grain facility and title has transferred. |
Concentration Risk
Concentration Risk | 9 Months Ended |
Sep. 30, 2016 | |
Concentration Risk | |
Concentration Risk | Note 3—Concentration Risk Credit Risk For the three and nine months ended September 30, 2016 and 2015, the Company had certain tenant concentrations as presented in the table below. If a significant tenant, representing a tenant concentration, fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be re-leased on satisfactory terms, there could be a material adverse effect on the Company’s financial performance and the Company’s ability to continue operations. Rental income received is recorded on a straight-line basis over the applicable lease term. The following is a summary of the Company’s significant tenants. Rental income recognized Rental income recognized For the three months ended For the nine months ended September 30, September 30, ($ in thousands) 2016 2015 2016 2015 Hough Farms $ % $ % $ % $ % Justice Family Farms % % % % Prairieland Farm % % % % $ % $ % $ % $ % Geographic Risk The following table summarizes the percentage of approximate total acres owned as of September 30, 2016 and 2015 and rental income recorded by the Company for the three and nine months ended September 30, 2016 and 2015 by location of the farms: Approximate % Rental Income of total acres For the three months ended For the nine months ended As of September 30, September 30, September 30, Location of Farm 2016 2015 2016 2015 2016 2015 Illinois % % % % % % Colorado % % % % % % North Carolina % % % % % % Arkansas % % % % % % South Carolina % % % % % % Louisiana % % % % % % Nebraska % % % % % % Mississippi % % % % % % Georgia % — % % — % % — % Texas % — % % — % % — % Florida % — % % — % % — % Kansas % % % % % % Virginia (1) % % — % % — % % Michigan % % % % % % % % % % % % (1) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions As of September 30, 2016 and 2015, 6% and 11%, 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 nine months ended September 30, 2016, and 2015 was $1,861,106 and $ 2,035,752 , respectively. The aggregate rent recognized by the Company for these entities for the three months ended September 30, 2016, and 2015 was $622,025 and $ 685,005 , 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, therefore, American Agriculture is no longer a related party. The Company reimbursed American Agriculture $0 and $20,489 for general and administrative expenses during the nine months ended September 30, 2016 and 2015, respectively, which are included in general and administrative expenses in the combined consolidated statements of operations. The Company reimbursed American Agriculture $0 and $1,328 for general and administrative expenses during the three months ended September 30, 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 nine months ended September 30, 2016 and 2015, respectively, the Company incurred costs of $142,719 and $79,410 which were reimbursable to American Ag Aviation for use of the aircraft in accordance with the lease agreement. During the three months ended September 30, 2016 and 2015, respectively, the Company incurred costs of $46,250 and $50,460 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 of farmland owned by the Company located in Nebraska and Illinois. The Company incurred $53,647 and $20,289 for the nine months ended September 30, 2016 and 2015, respectively and $11,839 and $7,440 for the three months ended September 30, 2016 and 2015, respectively, in custom farming costs which are included in inventory in the combined consolidated balance sheets. As of September 30, 2016 and December 31, 2015, the Company owed Hough Farms $10,589 and $11,946, respectively, for fungicide application related costs which are included in accrued expenses in the combined consolidated balance sheets. |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate | |
Real Estate | Note 5—Real Estate During the nine months ended September 30, 2016, the Company acquired the following farms: Total ($ in thousands) 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 Buckelew Mississippi 4/4/2016 — Business Combination Brett Georgia 4/6/2016 Asset Acquisition Powell Georgia 4/6/2016 Asset Acquisition Unruh South Carolina 5/12/2016 Asset Acquisition Early Texas 5/17/2016 — Business Combination East Chenoweth Illinois 6/27/2016 — Business Combination Missel Colorado 6/29/2016 — Business Combination Durdan Illinois 6/30/2016 — Asset Acquisition Mullis Georgia 7/20/2016 — Business Combination Ulrich Feedlot Colorado 7/27/2016 Asset Acquisition Sabatka Kansas 7/27/2016 — Asset Acquisition Ironwood Florida 8/31/2016 Asset Acquisition Hooks Georgia 9/16/2016 — Asset Acquisition Tristan Cleer Illinois 9/29/2016 — 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 $11.50 per OP unit and (c) 117,000 Preferred units. See “Note 9 – Stockholders’ Equity and Non-controlling Interests”. During the nine months ended September 30, 2015, the Company acquired the following farms: Total ($ in thousands) 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 Nebraska Battle Creek Farms (2) Nebraska 4/10/2015 Business combination Northeast Nebraska Farms (3) Nebraska 4/10/2015 Business combination Drury Colorado 4/10/2015 — Business combination Sutter Colorado 4/17/2015 — Asset acquisition Bobcat Arkansas 4/30/2015 Business combination Swindoll Darby Mississippi 5/14/2015 Asset acquisition Abraham Illinois 5/29/2015 Asset acquisition Justice Farms (4) (5) 6/2/2015 Asset acquisition Tomasek (6) Illinois 6/30/2015 Business combination Purdy Arkansas 7/2/2015 Asset acquisition Matthews Mississippi 7/10/2015 Asset acquisition Riccioni Michigan 9/15/2015 Asset acquisition $ $ (1) On March 13, 2015, the Company issued 63,581 shares of common stock (with an aggregate fair value of $712,743 as of the date of closing) as partial consideration for the acquisition of the Timmerman farm. (2) On April 10, 2015, the Company issued 118,634 OP units (with an aggregate fair value of $1,372,595 as of the date of closing) as partial consideration for the acquisition of the Nebraska Battle Creek Farms. (3) On April 10, 2015, the Company issued 119,953 OP units (with an aggregate fair value of $1,387,856 as of the date of closing) as partial consideration for the acquisition of the Northeast Nebraska Farms. (4) On June 2, 2015, the Company issued 824,398 shares of common stock and 1,993,709 OP units (with an aggregate fair value of $30,914,634 as of the date of closing) as partial consideration for the acquisition of the Justice Farms. (5) The Justice Farms are located in NC, SC, and VA. (6) On June 30, 2015, the Company acquired the Tomasek property from Mr. Pittman. The purchase price of the property approximated fair value. In conjunction with the acquisition, the Company assumed a two-year lease with Astoria Farms with annual rents of $18,749. The preliminary allocation of the purchase price for the farms acquired during the nine months ended September 30, 2016 are as follows: ($ in thousands) Land Groundwater Irrigation Permanent Timber Accounts Receivable Below Market Lease Accrued Total Knowles $ $ — $ $ — $ $ — $ — $ — $ Borden — — — — — Reinart Farm — — — — — Chenoweth — — — — — — — Forsythe Farms — — — — Knight — — — — — — Gurga — — — — — — — Condrey — — — — — Buckelew — — — — — Brett — — — — — — Powell — — — — — — Unruh — — — — — — Early — — — — — East Chenoweth — — — — — — Missel — — — — — — — Durdan — — — — — — — Mullis — — — — — — Ulrich Feedlot — — — — Sabatka — — — — — Ironwood — — — — — — Hooks — — — — — — Tristan Cleer — — — — — — $ $ $ $ $ $ — $ $ $ The allocation of the purchase price for the farms acquired during the nine months ended September 30, 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 the purchase price for the farms acquired during the nine months ended September 30, 2015 are as follows: ($ in thousands) Land Groundwater Irrigation Permanent Timber Accounts Receivable Below Market Lease Accrued Total Swarek $ $ — $ $ — $ — $ — $ — $ — $ Stonington Bass — — — — — Benda Butler — — — — — — Benda Polk — — — — — — Timmerman — — — — Cypress Bay — — — — — Nebraska Battle Creek Farms — — — Northeast Nebraska Farms — — — Drury — — — — — Sutter — — — — — Bobcat — — — — Swindoll Darby — — — — — Abraham — — — — — — — Justice Farms — — — Tomasek — — — — — — Purdy — — — — — — Matthews — — — — — Riccioni — — — — — $ $ $ $ $ $ $ $ $ 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 nine months ended September 30, 2016 contributed $175,653 and $282,629 to total revenue and $122,058 and $189,502 to net income (including related real estate acquisition and due diligence costs of $0 and $7,735) for the three and nine months ended September 30, 2016, respectively. The real estate acquired during the nine months ended September 30, 2015 contributed $284,012 and $524,811 to total revenue and $231,681 and $363,849 to net income (including related real estate acquisition costs of $0 and $55,014) for the three and nine months ended September 30, 2015. During the nine months ended September 30, 2016, the Company accounted for the acquisitions of each of the Borden, Buckelew, Early, East Chenoweth, Missel, and Mullis farms as a business combination. However, as historical results for the farms 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, 2015. During the nine months ended September 30, 2015, the Company accounted for the acquisitions of each of the Stonington Bass, Battle Creek, Northeast Nebraska, Drury, Bobcat and Tomasek farms 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 | 9 Months Ended |
Sep. 30, 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. The Company seeks to make loans that are collateralized by farm real estate and in principal amounts of $500,000 or more at fixed interest rates with maturities of up to three years. The Company expects the borrower to repay the loans in accordance with the loan agreements based on farming operations and access to other forms of capital, as permitted. Notes receivable are stated at their unpaid principal balance and include unamortized direct origination costs and accrued interest through the reporting date, less any allowance for losses and unearned borrower paid points. As of September 30, 2016 and December 31, 2015, the Company had the following notes receivable: ($ in thousands) Principal Outstanding as of Maturity Loan Payment Terms September 30, 2016 December 31, 2015 Date Mortgage Note (1) Principal & interest due at maturity $ $ 1/15/2017 Mortgage Note Year 1 interest paid at note issuance, with remaining principal & interest due at maturity 10/30/2017 Term Note (3) Principal & interest due at maturity - 2/2/2016 Total outstanding principal Points paid, net of direct issuance costs Interest receivable (net prepaid interest) (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 $7,813, net of $103,600 of accrued interest receivable at September 30, 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 September 30, 2016 and December 31, 2015, the fair value of the notes receivable was $2,925,756 and $2,842,145, respectively. |
Mortgage Notes and Bonds Payabl
Mortgage Notes and Bonds Payable | 9 Months Ended |
Sep. 30, 2016 | |
Mortgage Notes and Bonds Payable | |
Mortgage Notes and Bonds Payable | Note 7—Mortgage Notes and Bonds Payable As of September 30, 2016 and December 31, 2015, the Company had the following indebtedness outstanding: Book Annual Value of ($ in thousands) Interest Principal Collateral Rate as of Outstanding as of as of September 30, September 30, December 31, Maturity September 30, Loan Payment Terms Interest Rate Terms 2016 2016 2015 Date 2016 First Midwest Bank A Annual principal / quarterly interest Greater of LIBOR + 2.59% or 2.80% — $ — $ June 2016 $ — First Midwest Bank B Annual principal / quarterly interest Greater of LIBOR + 2.59% or 2.80% — — June 2016 — Farmer Mac Bond #1 Semi-annual interest only 2.40% September 2017 Farmer Mac Bond #2 Semi-annual interest only 2.35% October 2017 Farmer Mac Bond #3 Semi-annual interest only 2.50% November 2017 Farmer Mac Bond #4 Semi-annual interest only 2.50% December 2017 Farmer Mac Bond #5 Semi-annual interest only 2.56% December 2017 Farmer Mac Bond #6 Semi-annual interest only 3.69% April 2025 Farmer Mac Bond #7 Semi-annual interest only 3.68% April 2025 Farmer Mac Bond #8A Semi-annual interest only 3.20% June 2020 Farmer Mac Bond #8B (1) LIBOR + 1.80% — May 2016 — Farmer Mac Bond #9 Semi-annual interest only 3.35% July 2020 MetLife Term Loan #1 (3) Semi-annual interest only Greater of LIBOR + 1.75% or 2% adjusted every 3 years — March 2026 MetLife Term Loan #2 (3) Semi-annual interest only 2.66% adjusted every 3 years — March 2026 MetLife Term Loan #3 (3) Semi-annual interest only 2.66% adjusted every 3 years — March 2026 MetLife Term Loan #4 Semi-annual interest only Greater of LIBOR + 1.75% or 2% adjusted every 3 years — June 2026 Farm Credit of Central Florida (2) LIBOR + 2.6875% adjusted every month — September 2023 Total outstanding principal $ Debt issuance costs Unamortized premium Total mortgage notes and bonds payable, net $ $ (1) Bond was 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. This bond was repaid in full in May 2016. (2) Loan is an amortizing loan with quarterly interest payments that commence on January 1, 2017 and quarterly principal payments that commence on October 1, 2018, with all remaining principal and outstanding interest due at maturity. (3) Proceeds from MetLife Term Loans 1, 2, and 3 were used to repay all amounts outstanding under the Bridge Loan, as further described below. 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. Using proceeds from the MetLife Term Loans, as described below, this indebtedness was paid in full, including accrued interest, on April 14, 2016. 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 September 30, 2016 and December 31, 2015, the Operating Partnership had approximately $155.5 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 September 30, 2016. In connection with the Bond Purchase Agreement, on March 1, 2015, the Company and the Operating Partnership also entered into an amended and restated pledge and security agreement (the “Pledge Agreement”) in favor of the Purchaser and Farmer Mac, pursuant to which the Company and the Operating Partnership agreed to pledge, as collateral for the Farmer Mac Facility, all of their respective right, title and interest in (i) mortgage loans with a value at least equal to 100% of the aggregate principal amount of the outstanding bond held by the Purchaser and (ii) such additional collateral as necessary to have total collateral with a value at least equal to 110% of the outstanding notes held by the Purchaser. 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 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 and nine months ended September 30, 2016, the Company accrued and paid debt issuance costs on the Bridge Loan totaling $0 and $173,907 and interest totaling $0 and $2,271,867, of which $2,120,000, or 4.0%, of the Bridge Loan's principal amount was con sidered additional interest paid as discount on issuance . The Bridge Loan was paid in full, including accrued interest, and without prepayment penalty, on March 29, 2016 using proceeds from the MetLife Term Loans, as described below. MetLife Term Loans On June 29, 2016, five wholly owned subsidiaries of the Operating Partnership, entered into a loan agreement (the “Second MetLife Loan Agreement”) with Metropolitan Life Insurance Company (“Metlife”) which provides for a loan of approximately $15.7 million to the Company with a maturity date of June 29, 2026 (“Term Loan 4”). Interest on Term Loan 4 is payable 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 September 29, December 29, March 29 and June 29 of each year to an interest equal to the greater of (a) the three month LIBOR plus the floating rate spread or (b) 2.00% per annum. Term Loan 4 initially bears interest at a rate of 2.39% per annum until September 29, 2016, and on September 29, 2016 the rate changed to 2.59% per annum. Proceeds from Term Loan 4 were used to acquire additional properties and for general corporate purposes. On March 29, 2016, five wholly owned subsidiaries of the Operating Partnership entered into a loan agreement (the “First MetLife Loan Agreement”) and, together with the Second MetLife Loan Agreement, the “Metlife Loan Agreements”) 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 $16.0 million term loan (“Term Loan 2”) and (iii) a $21.0 million term loan (“Term Loan 3” and, together with Term Loan 1 and Term Loan 2, the “Initial MetLife Term Loans” and, together with Term Loan 4, the “Metlife Term Loans”). The proceeds of the Initial MetLife Term Loans were used to repay existing debt (including amounts outstanding under the Bridge Loan), to acquire additional properties and for general corporate purposes. Each Initial 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 bore interest at a rate of 2.40% per annum until September 29, 2016, and on September 29, 2016 the rate changed to 2.59% per annum. 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 Initial MetLife Term Loans generally are subject to a minimum prepayment premium of 1.00%. In connection with the Initial MetLife Term Loans, on March 29, 2016, the Company and the Operating Partnership each entered into a separate guaranty (the “Initial MetLife Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the First MetLife Loan Agreement. In connection with the Term Loan 4, on June 29, 2016, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 4 Guaranties” and, together with the Initial MetLife Guaranties, the “MetLife Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Second MetLife Loan Agreement. Each of the MetLife Loan Agreements contains a number of customary affirmative and negative covenants, including the requirement to maintain a loan to value ratio of no greater than 60%. The MetLife Guarantie(s) also contain a number of customary affirmative and negative covenants. The Company was in compliance with all covenants at September 30, 2016. Each of the MetLife Loan Agreements includes certain customary events of default, including a cross-default provision related to other outstanding indebtedness of the borrowers, 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. Farm Credit of Central Florida Mortgage Note On August 31, 2016, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “Farm Credit Mortgage Note”) with Farm Credit of Central Florida (“Farm Credit”) which provides for a loan of approximately $8.2 million to the Company with a maturity date of September 1, 2023. As of September 30, 2016 approximately $5.1 million had been drawn down under this facility. Interest on Farm Credit Mortgage Note is payable in cash quarterly and accrues at a floating rate that will be adjusted monthly to a rate per annum equal to the one-month LIBOR plus 2.6875% provided that the interest rate shall be subject to adjustment on the first day of September, 2016, and on the first day of each month thereafter. Proceeds from Farm Credit Mortgage Note are to be used for the acquisition and development of additional land. The Farm Credit Mortgage Note contains a number of customary affirmative and negative covenants, as well as a covenant requiring the Company to maintain a debt service coverage ratio of 1.25 to 1.00 beginning on December 31, 2019. Debt Issuance Costs Costs incurred by the Company in obtaining debt are deducted from the face amount of mortgage notes and bonds payable. During the three and nine months ended September 30, 2016, $ 70,673 and $954,383, respectively, in costs were incurred in conjunction with the MetLife Term Loans (as defined above), the MSD Bridge Loan (as defined above) and the Farm Credit Mortgage Note (as defined above). During the three and nine months ended September 30, 2016, the Company paid $0 and 4% of the principal amount of the MSD Bridge Loan, or $2,120,000, respectively, as additional interest in the form of a discount on issuance. 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 wrote off $6,209 and $12,300 in deferred financing fees in conjunction with early repayment of debt during the nine months ended September 30, 2016 and 2015, respectively. The Company wrote off $0 in deferred financing fees in connection with early repayment of debt during the three months ended September 30, 2016 and 2015. Accumulated amortization of deferred financing fees was $625,499 and $310,274 as of September 30, 2016 and December 31, 2015, respectively. Aggregate Maturities As of September 30, 2016, aggregate maturities of long-term debt for the succeeding years are as follows: ($ in thousands) Year Ending December 31, Future Maturities 2016 (remaining three months) $ — 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 September 30, 2016 and December 31, 2015, the fair value of the mortgage notes payable was $ 303,354,711 and $185,171,599, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 had an initial monthly payment of $10,032, which increased to $10,200 in June of 2016, and increases annually thereafter. As of September 30, 2016, future minimum lease payments are as follows: ($ in thousands) Future rental Year Ending December 31, payments 2016 (remaining three months) $ 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, on April 16, 2014. Furthermore, if any such sale or defeasance is foreseeable, the Company is required to notify Pittman Hough Farms and to cooperate with it in considering strategies to defer or mitigate the recognition of gain under the Code by any of the equity interest holders of the recipient of the OP units . On August 31, 2016, the Company entered into a lease agreement in which the Company agreed to convert the Ironwood Farm from its current condition to the maximum number of acres of center-pivot irrigated farmland. As of September 30, 2016, future capital commitments associated with the conversion are as follows: ($ in thousands) Capital Year Ending December 31, Commitments 2016 (remaining three months) $ 2017 2018 $ Upon completion of the AFCO Mergers, the properties listed in the table below will become part of the Company’s portfolio. We cannot assure you that we will be able to complete the AFCO Mergers on the expected timeline or at all. See “Item 1A Risk Factors” included in this Quarterly Report on Form 10-Q. ($ in thousands) Property State Total Approximate acres Kimberly Vineyard California Golden Eagle Ranch California Quail Run Vineyard California Blue Heron Farms California Falcon Farms Georgia / Alabama Kingfisher Ranch California Cougar Ranch California Cheetah Ranch California Puma Ranch California Lynx Ranch California Sweetwater Farm Florida Sandpiper Ranch California Blue Cypress Farm Florida Pleasant Plains Farm Illinois Macomb Farm Illinois Tillar Farm Arkansas Kane County Farms Illinois Roadrunner Ranch California Condor Ranch California Grassy Island Groves Florida Pintail Vineyards California As of September 30, 2016, the Company had the properties listed in the table below under contract (other than the AFCO properties). The Taubeneck farm acquisition closed on November 2, 2016 and the Boys farm acquisition is expected to close in the fourth quarter of 2016. The initial accounting for these acquisitions is not yet complete, making certain disclosures related to purchase price allocation unavailable at this time. Total ($ in thousands) approximate Purchase Farm Name State acres price Boys (1) AR $ Taubeneck IL $ (1) |
Stockholders' Equity and Non-co
Stockholders' Equity and Non-controlling Interests | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity and Non-Controlling Interests | |
Stockholders' Equity and Non-Controlling Interests | Note 9—Stockholders’ Equity and Non-controlling Interests Non-controlling Interests in Operating Partnership The Company consolidates its Operating Partnership. As of September 30, 2016 and December 31, 2015, respectively, the Company owned a 70.9% and 74.1%, interest in the Operating Partnership, and the remaining 29.1% 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, unless the terms of an agreement with such OP unit holder dictate otherwise, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreements”), to tender for redemption all or a portion of such units in exchange for cash, or in the Company’s sole discretion, for shares of the Company’s common stock on a one-for-one basis. If cash is paid in satisfaction of a redemption request, the amount will be equal to the number of tendered units multiplied by the fair market value of a share of the Company’s common stock on the date of the redemption notice (determined in accordance with, and subject to adjustment under, the terms of the Partnership Agreement). Any redemption request must be satisfied by the Company on or before the close of business on the tenth business day after the Company receives a notice of redemption. On March 31, 2016 the Company issued 427,900 shares of common stock in exchange for 427,900 OP units that had been tendered for redemption. On July 22, 2016, the Company issued 681,222 shares of common stock in exchange for 681,222 OP units that had been tendered for redemption. There were 3,068,174 and 1,945,000 outstanding OP units eligible to be tendered for redemption as of September 30, 2016 and December 31, 2015, respectively. If the Company gives the limited partners notice of its intention to make an extraordinary distribution of cash or property to its stockholders or effect a merger, a sale of all or substantially all of its assets, or any other similar extraordinary transaction, each limited partner may exercise its right to tender its 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 continue 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 Company’s common stock offerings in July 2014 and July 2015, the ATM Program (as defined below), 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 nine months of 2016 the Company decreased the non-controlling interest in the Operating Partnership and increased additional paid in capital by $4.3 million . During the period ended September 30, 2015, the Company decreased the non-controlling interest in the Operating Partnership and increased additional paid in capital by $0.8 million. Redeemable Non-controlling Interests in Operating Partnership, Class A Common Units On June 2, 2015, the Company issued 1,993,709 OP units in conjunction with an asset acquisition. Beginning on June 2, 2016, the OP units became eligible to be tendered for redemption for cash, or at the Company’s option, for shares of common stock on a one for one basis. In connection with its annual meeting of stockholders held on May 25, 2016, the Company obtained stockholder approval to issue shares of its common stock upon the redemption of 883,724 of the OP units (the “Excess Units”). Prior to such stockholder approval, the Company would have been required to redeem the Excess Units for cash. As the tender for redemption of the Excess Units for shares of common stock was outside of the control of the Company until May 25, 2016, these units were accounted for as mezzanine equity on the combined consolidated balance sheets as of December 31, 2015. After the redemption became within the control of the Company these excess units formed part of the non-controlling interests in the Operating Partnership. The Company elected to accrete the change in redemption value of the Excess Units subsequent to issuance and during the respective 12-month holding period, after which point the units were marked to redemption value at each reporting period. Redeemable Non-controlling 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 farm acquisition (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 of such preferred units as of September 30, 2016 was $119,057,250 including accrued distributions. On or after March 2, 2026, the tenth anniversary of the closing of the Forsythe acquisition (the “Conversion Right Date”), holders of the 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 $1,000 liquidation preference plus all accrued and unpaid distributions. In the event of a Termination Transaction (as defined in the Partnership Agreement) prior to conversion, holders of the Preferred units generally have the right to receive the same consideration as holders of OP units and common stock, on an as-converted basis. Holders of the Preferred units have no voting rights except with respect to (i) the issuance of partnership units of the Operating Partnership senior to the Preferred units as to the right to receive distributions and upon liquidation, dissolution or winding up of the Operating Partnership, (ii) the issuance of additional Preferred units and (iii) amendments to the Partnership Agreement that materially and adversely affect the rights or benefits of the holders of the Preferred units. The Preferred units are accounted for as mezzanine equity on the combined consolidated balance sheet as the units are convertible and redeemable for shares at a fixed and determinable price and date at the option of the holder and upon the occurrence of an event not solely within the control of the Company. The following table summarizes the changes in the Company’s redeemable non-controlling interest in the Operating Partnership for the nine months ended September 30, 2016 and 2015: Common Preferred ($ in thousands) Redeemable Redeemable Redeemable Redeemable Balance at December 31, 2014 — $ — — $ — Issuance of redeemable OP units as partial consideration for real estate acquisition — — Net income attributable to non-controlling interest — — — Accrued distributions to non-controlling interest — — — Adjustments to arrive at fair value of redeemable non-controlling interest — — — Balance at September 30, 2015 $ — $ — Balance at December 31, 2015 $ — $ — Issuance of redeemable OP units as partial consideration for real estate acquisition — — Net loss attributable to non-controlling interest — — — Accrued distributions to non-controlling interest — — Redemption of OP units for common stock — — Balance at September 30, 2016 — $ — $ Distributions The Company’s board of directors declared and paid the following distributions to common stockholders and holders of OP units for the nine months ended September 30, 2016 and the year ended December 31, 2015: Fiscal Year Declaration Date Record Date Payment Date Distributions 2016 March 8, 2016 April 1, 2016 April 15, 2016 $ May 9, 2016 July 1, 2016 July 15, 2016 August 3, 2016 September 30, 2016 October 14, 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 connection with the 3.00% cumulative preferential distribution on the Preferred units, the Company has accrued $2,057,250 in distributions payable as of September 30, 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 qualified dividends, 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 nine months ended September 30, 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 342,481 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 September 30, 2016, there were 285,933 of shares available for future grant under the Plan. The Company may issue equity-based awards to officers, non-employee directors, employees, independent contractors and other eligible persons under the Plan. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity based awards, including LTIP units, which are convertible on a one-for-one basis into 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 September 30, 2016 is as follows: Weighted Number of average grant (shares in thousands) shares date fair value Nonvested at December 31, 2015 $ Granted Vested Forfeited Nonvested at September 30, 2016 $ For the nine months ended September 30, 2016 and 2015, the Company recognized $889,114 and $708,703, respectively, of stock-based compensation expense related to these restricted stock awards. For the three months ended September 30, 2016 and 2015 the company recognized $332,765 and $228,508, respectively, of stock-based compensation expense related to these restricted stock awards. As of September 30, 2016 and December 31, 2015, there were $1,480,089 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 2.1 years and 1.3 years, respectively. The change in fair value of the shares issued to non-employees 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 an increase in stock based compensation of $119,817 for the nine months ended September 30, 2016 and a $31,739 decrease for the nine months ended September 30, 2015. At-the-Market Offering Program (the “ATM Program”) On September 15, 2015, the Company entered into equity distribution agreements under which the Company may issue and sell from time to time, through sales agents, shares of its common stock having an aggregate gross sales price of $25 million. During the nine months ended September 30, 2016, the Company had sold an aggregate of 844,207 shares of its common stock for aggregate gross proceeds, net of fees, of approximately $9,337,501 at a weighted average price per share of $11.06 through the ATM Program. 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 a securities offering, the deferred offering costs are charged ratably as a reduction of the gross proceeds of equity as stock is issued. If an offering is abandoned, the previously deferred offering costs will be charged to operations in the period in which the offering is abandoned. The Company incurred $ 86,468 and $756,970 in offering costs during the nine months ended September 30, 2016 and 2015, respectively. During the three months ended September 30, 2016, $103,795 of deferred offering costs related to the ATM program were offset against the proceeds from the issuance of shares under the program. As of September 30, 2016 and December 31, 2015, the Company had $ 249,926 and $267, 253 respectively in deferred offering costs related to regulatory, legal, accounting and professional service costs associated with proposed or completed offerings of securities. Earnings (Loss) per Share The computation of basic and diluted loss per share is as follows: For the three months ended For the nine months ended September 30, September 30, (in thousands except per share amounts) 2016 2015 2016 2015 Numerator: Net income (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) income 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) earnings per share attributable to common stockholders - basic and diluted $ $ $ $ (1) Anti-dilutive for the three and nine months ended September 30, 2016 and 2015. (2) Anti-dilutive for the three and nine months ended September 30, 2016. Unvested shares of the Company’s restricted common stock are, and until May 26, 2016, the Excess Units were, considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. On May 25, 2016, the Company obtained stockholder approval allowing the Company to issue shares of common stock upon the redemption of the Excess Units, which allowed the Company to remove the Excess Units from the mezzanine section of the combined consolidated balance sheets. As such, as of September 30, 2016, the Company no longer has any OP units included as redeemable non-controlling interests outstanding in the mezzanine section of the combined consolidated balance sheets. 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 5,839,770 and 3,293,572 for the three months ended September 30, 2016 and 2015, respectively. The weighted average number of OP units held by the non-controlling interest was 5,264,991 and 2,584,098 for the nine months ended September 30, 2016 and 2015, respectively. The weighted average number of Excess Units held by the non-controlling interest was 0 and 470,889 for the three and nine months ended September 30, 2016. There were 883,724 and 388,450 in weighted average Excess units of non-controlling interest held for the three and nine months ended September 30, 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 nine months of 2016, these shares were not included in the diluted earnings per share calculation as they would be anti-dilutive. For the three and nine months ended September 30, 2016, diluted weighted average common shares do not include the impact of 188,42 7 unvested compensation-related shares. For the three and nine months ended September 30, 2015, diluted weighted average common shares do not include the impact of 142,729 and 137,059, respectively, unvested compensation-related shares. The effect of these items on diluted earnings per share would be anti-dilutive. The following equity awards and units are outstanding as of September 30, 2016 and December 31, 2015, respectively. September 30, 2016 December 31, 2015 Shares OP Units Reeemable OP Units — Unvested RSAs |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events | |
Subsequent Events | Note 10—Subsequent Events See “Note 8—Commitments and Contingencies” for deposits for real estate acquisitions that occurred subsequent to September 30, 2016. On October 26, 2016, a purported class action lawsuit was filed in the Circuit Court for Baltimore County, Maryland against AFCO, seeking to represent a proposed class of all AFCO stockholders captioned Parshall v. American Farmland Company et. al. , Case No. 24C16005745. The complaint names as defendants AFCO, the members of AFCO’s board of directors, AFCO OP, the Company, the Operating Partnership, Farmland Partners OP GP LLC, FPI Heartland LLC, FPI Heartland Operating Partnership, LP and FPI Heartland GP LLC. The complaint alleges that the AFCO directors breached their duties to AFCO in connection with the evaluation and approval of the AFCO Mergers. In addition, the complaint alleges, among other things, that AFCO, AFCO OP, the Company, Farmland Partners OP GP LLC, FPI Heartland LLC, FPI Heartland Operating Partnership, LP and FPI Heartland GP LLC aided and abetted those breaches of duties. The complaint seeks equitable relief, including a potential injunction against the AFCO Merger. The deadline for an answer or other responsive pleading by the defendants has not yet passed. We believe the allegations in the complaint are without merit and intend to defend against those allegations. On November 2, 2016 the Company closed on the following acquisition for the below cash consideration: Total ($ in thousands) approximate Purchase Farm Name State acres Price Taubeneck IL $ $ On November 2, 2016, the Company’s board of directors declared a distribution of $0.1275 per share of common stock and OP unit payable on January 13, 2016 to holders of record as of January 2, 2016. |
Organization and Significant 18
Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 2016, the Company owned a portfolio of approximately 114,119 acres which are consolidated in these financial statements. All of the Company’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of September 30, 2016, the Company owned a 70.9% 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 (“TRS”). The TRS was formed to provide volume purchasing services to the Company’s tenants and also to operate a small scale custom farming business. As of September 30, 2016, the TRS performs these custom farming operations on 2,605 acres of farmland owned by the Company and located in Nebraska, Illinois and Mississippi. |
Pending Merger | Pending Merger On September 12, 2016, the Company, the Operating Partnership and certain of their respective subsidiaries entered into a definitive agreement and plan of merger (the “AFCO Merger Agreement”) with American Farmland Company (“AFCO”) and American Farmland Company L.P. (“AFCO OP”). Pursuant to the terms of the AFCO Merger Agreement, one of the Company’s wholly owned subsidiaries will merge with and into AFCO OP with AFCO OP surviving as a wholly owned subsidiary of the Operating Partnership (the “Partnership Merger”), and AFCO will merge with and into another one of the Company’s wholly owned subsidiaries with such wholly owned subsidiary surviving (the “Company Merger” and together with the Partnership Merger, the “AFCO Mergers”). The Mergers are expected to close in first quarter of 2017. At the effective time of the Company Merger, each share of common stock of AFCO, par value $0.01 per share (“AFCO Common Stock”), issued and outstanding immediately prior to the effective time of the Company Merger (other than any shares of AFCO Common Stock owned by any wholly owned subsidiary of AFCO or by the Company or the Operating Partnership or any wholly owned subsidiary of us or the Operating Partnership), will be automatically converted into the right to receive, subject to certain adjustments, 0.7417 shares of the Company’s common stock (the “Company Merger Consideration”). In addition, in connection with the Company Merger, each outstanding AFCO restricted stock unit that has become fully earned and vested in accordance with its terms will, at the effective time of the Company Merger, be converted into the right to receive the Company Merger Consideration. At the effective time of the Partnership Merger, each common unit of limited partnership interest in AFCO OP issued and outstanding immediately prior to the effective time of the Partnership Merger, will be converted automatically into the right to receive, subject to certain adjustments, 0.7417 Class A common units of limited partnership interest in our Operating Partnership. The AFCO Mergers are expected to close in the first quarter of 2017, but the Company can provide no assurances that the AFCO Mergers will close on the anticipated timeline or at all. For more information about the AFCO Mergers, see the Company’s Current Report on Form 8-K filed on September 12, 2016 and the Company’s Registration Statement on Form S-4 filed on October 3, 2016. We cannot assure you that we will be able to complete the AFCO Mergers on the expected timeline or at all. See “Item 1A Risk Factors” included in this Quarterly Report on Form 10-Q. |
Principles of Combination and Consolidation | Principles of Combination and Consolidation The accompanying combined consolidated financial statements for the periods ended September 30, 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. |
Interim Financial Information | Interim Financial Information The information in the Company’s combined consolidated financial statements for the three and nine months ended September 30, 2016 and 2015 is unaudited. The accompanying financial statements for the three and nine months ended September 30, 2016 and 2015 include adjustments based on management’s estimates (consisting of normal and recurring accruals), which the Company considers necessary for a fair statement 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 and nine months ended September 30, 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 may differ from previously estimated amounts, and such differences may be material to our combined consolidated financial statements. |
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, when available 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 $190,686 and $78,186 as of September 30, 2016 and December 31, 2015, respectively. |
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. The costs of growing crops incurred by FPI Agribusiness consist primarily of costs related to land preparation, cultivation, irrigation and fertilization. Growing crop inventory is charged to cost of products sold when the related crop is harvested and sold. There were no costs of harvested crop for the quarters ended September 30, 2016 and 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 brokers’ commissions, freight and other marketing costs. Other inventory, such as fertilizer and pesticides, is valued at the lower of cost or market. As of September 30, 2016 and December 31, 2015, respectively, inventory consisted of the following: (in thousands) September 30, 2016 December 31, 2015 Harvested crop $ — $ Growing crop — Fertilizer and pesticides — $ $ |
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”). 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” ). 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 combined consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), which requires management to evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern, and to provide certain disclosures when it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for the annual period ended December 31, 2016 and for annual periods and interim periods thereafter with early adoption permitted. The adoption of ASU 2014-15 is not expected to materially impact our 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 combined consolidated financial statements. 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 $1,009,279 and $380,970 as of September 30, 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 did not have any debt issuance costs related to a line-of-credit arrangement as of September 30, 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. 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 currently evaluating the requirements of ASU 2016-02 and has not yet determined its impact on the company’s combined consolidated financial statements. 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. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , (“ASU 2016-15”). ASU 2016-15 is intended to reduce diversity in practice across all industries. The amendments in this update provide guidance on the following eight specific cash flow issues: 1) Debt Prepayment or Debt Extinguishment Costs; 2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; 3) Contingent Consideration Payments Made after a Business Combination; 4) Proceeds from the Settlement of Insurance Claims; 5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned Life Insurance Policies; 6) Distributions Received from Equity Method Investees; 7) Beneficial Interests in Securitization Transactions; and 8) Separately Identifiable Cash Flows and Application of the Predominance Principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the requirements of ASU 2016-15 and has not yet determined its impact on the Company’s combined consolidated financial statements. |
Organization and Significant 19
Organization and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization and Significant Accounting Policies | |
Schedule of Inventory | (in thousands) September 30, 2016 December 31, 2015 Harvested crop $ — $ Growing crop — Fertilizer and pesticides — $ $ |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Revenue Recognition | |
Summary of cash rent received and rental income recognized | Rental income recognized For the three months ended For the nine months ended September 30, September 30, (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 2016 (remaining three months) $ 2017 2018 2019 2020 Thereafter $ |
Concentration Risk (Tables)
Concentration Risk (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tenant concentration | |
Concentration Risk | |
Summary of concentrations | Rental income recognized Rental income recognized For the three months ended For the nine months ended September 30, September 30, ($ in thousands) 2016 2015 2016 2015 Hough Farms $ % $ % $ % $ % Justice Family Farms % % % % Prairieland Farm % % % % $ % $ % $ % $ % |
Geographic concentration | |
Concentration Risk | |
Summary of concentrations | Approximate % Rental Income of total acres For the three months ended For the nine months ended As of September 30, September 30, September 30, Location of Farm 2016 2015 2016 2015 2016 2015 Illinois % % % % % % Colorado % % % % % % North Carolina % % % % % % Arkansas % % % % % % South Carolina % % % % % % Louisiana % % % % % % Nebraska % % % % % % Mississippi % % % % % % Georgia % — % % — % % — % Texas % — % % — % % — % Florida % — % % — % % — % Kansas % % % % % % Virginia (1) % % — % % — % % Michigan % % % % % % % % % % % % (1) |
Real Estate (Tables)
Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Real Estate | |
Schedule of farms acquired | During the nine months ended September 30, 2016, the Company acquired the following farms: Total ($ in thousands) 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 Buckelew Mississippi 4/4/2016 — Business Combination Brett Georgia 4/6/2016 Asset Acquisition Powell Georgia 4/6/2016 Asset Acquisition Unruh South Carolina 5/12/2016 Asset Acquisition Early Texas 5/17/2016 — Business Combination East Chenoweth Illinois 6/27/2016 — Business Combination Missel Colorado 6/29/2016 — Business Combination Durdan Illinois 6/30/2016 — Asset Acquisition Mullis Georgia 7/20/2016 — Business Combination Ulrich Feedlot Colorado 7/27/2016 Asset Acquisition Sabatka Kansas 7/27/2016 — Asset Acquisition Ironwood Florida 8/31/2016 Asset Acquisition Hooks Georgia 9/16/2016 — Asset Acquisition Tristan Cleer Illinois 9/29/2016 — 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 $11.50 per OP unit and (c) 117,000 Preferred units. See “Note 9 – Stockholders’ Equity and Non-controlling Interests”. During the nine months ended September 30, 2015, the Company acquired the following farms: Total ($ in thousands) 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 Nebraska Battle Creek Farms (2) Nebraska 4/10/2015 Business combination Northeast Nebraska Farms (3) Nebraska 4/10/2015 Business combination Drury Colorado 4/10/2015 — Business combination Sutter Colorado 4/17/2015 — Asset acquisition Bobcat Arkansas 4/30/2015 Business combination Swindoll Darby Mississippi 5/14/2015 Asset acquisition Abraham Illinois 5/29/2015 Asset acquisition Justice Farms (4) (5) 6/2/2015 Asset acquisition Tomasek (6) Illinois 6/30/2015 Business combination Purdy Arkansas 7/2/2015 Asset acquisition Matthews Mississippi 7/10/2015 Asset acquisition Riccioni Michigan 9/15/2015 Asset acquisition $ $ (1) On March 13, 2015, the Company issued 63,581 shares of common stock (with an aggregate fair value of $712,743 as of the date of closing) as partial consideration for the acquisition of the Timmerman farm. (2) On April 10, 2015, the Company issued 118,634 OP units (with an aggregate fair value of $1,372,595 as of the date of closing) as partial consideration for the acquisition of the Nebraska Battle Creek Farms. (3) On April 10, 2015, the Company issued 119,953 OP units (with an aggregate fair value of $1,387,856 as of the date of closing) as partial consideration for the acquisition of the Northeast Nebraska Farms. (4) On June 2, 2015, the Company issued 824,398 shares of common stock and 1,993,709 OP units (with an aggregate fair value of $30,914,634 as of the date of closing) as partial consideration for the acquisition of the Justice Farms. (5) The Justice Farms are located in NC, SC, and VA. (6) On June 30, 2015, the Company acquired the Tomasek property from Mr. Pittman. The purchase price of the property approximated fair value. In conjunction with the acquisition, the Company assumed a two-year lease with Astoria Farms with annual rents of $18,749. |
Schedule of preliminary or final allocation of purchase price for farms acquired | The preliminary allocation of the purchase price for the farms acquired during the nine months ended September 30, 2016 are as follows: ($ in thousands) Land Groundwater Irrigation Permanent Timber Accounts Receivable Below Market Lease Accrued Total Knowles $ $ — $ $ — $ $ — $ — $ — $ Borden — — — — — Reinart Farm — — — — — Chenoweth — — — — — — — Forsythe Farms — — — — Knight — — — — — — Gurga — — — — — — — Condrey — — — — — Buckelew — — — — — Brett — — — — — — Powell — — — — — — Unruh — — — — — — Early — — — — — East Chenoweth — — — — — — Missel — — — — — — — Durdan — — — — — — — Mullis — — — — — — Ulrich Feedlot — — — — Sabatka — — — — — Ironwood — — — — — — Hooks — — — — — — Tristan Cleer — — — — — — $ $ $ $ $ $ — $ $ $ The allocation of the purchase price for the farms acquired during the nine months ended September 30, 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 the purchase price for the farms acquired during the nine months ended September 30, 2015 are as follows: ($ in thousands) Land Groundwater Irrigation Permanent Timber Accounts Receivable Below Market Lease Accrued Total Swarek $ $ — $ $ — $ — $ — $ — $ — $ Stonington Bass — — — — — Benda Butler — — — — — — Benda Polk — — — — — — Timmerman — — — — Cypress Bay — — — — — Nebraska Battle Creek Farms — — — Northeast Nebraska Farms — — — Drury — — — — — Sutter — — — — — Bobcat — — — — Swindoll Darby — — — — — Abraham — — — — — — — Justice Farms — — — Tomasek — — — — — — Purdy — — — — — — Matthews — — — — — Riccioni — — — — — $ $ $ $ $ $ $ $ $ |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Receivable | |
Schedule of notes receivable held by the company | ($ in thousands) Principal Outstanding as of Maturity Loan Payment Terms September 30, 2016 December 31, 2015 Date Mortgage Note (1) Principal & interest due at maturity $ $ 1/15/2017 Mortgage Note Year 1 interest paid at note issuance, with remaining principal & interest due at maturity 10/30/2017 Term Note (3) Principal & interest due at maturity - 2/2/2016 Total outstanding principal Points paid, net of direct issuance costs Interest receivable (net prepaid interest) (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 $7,813, net of $103,600 of accrued interest receivable at September 30, 2016, and prepaid interest of $60,025, net of $52,244 of accrued interest receivable at December 31, 2015. (3) The note, including all outstanding interest, was paid in full in January 2016. |
Mortgage Notes and Bonds Paya24
Mortgage Notes and Bonds Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Mortgage Notes and Bonds Payable | |
Schedule of indebtedness outstanding | Book Annual Value of ($ in thousands) Interest Principal Collateral Rate as of Outstanding as of as of September 30, September 30, December 31, Maturity September 30, Loan Payment Terms Interest Rate Terms 2016 2016 2015 Date 2016 First Midwest Bank A Annual principal / quarterly interest Greater of LIBOR + 2.59% or 2.80% — $ — $ June 2016 $ — First Midwest Bank B Annual principal / quarterly interest Greater of LIBOR + 2.59% or 2.80% — — June 2016 — Farmer Mac Bond #1 Semi-annual interest only 2.40% September 2017 Farmer Mac Bond #2 Semi-annual interest only 2.35% October 2017 Farmer Mac Bond #3 Semi-annual interest only 2.50% November 2017 Farmer Mac Bond #4 Semi-annual interest only 2.50% December 2017 Farmer Mac Bond #5 Semi-annual interest only 2.56% December 2017 Farmer Mac Bond #6 Semi-annual interest only 3.69% April 2025 Farmer Mac Bond #7 Semi-annual interest only 3.68% April 2025 Farmer Mac Bond #8A Semi-annual interest only 3.20% June 2020 Farmer Mac Bond #8B (1) LIBOR + 1.80% — May 2016 — Farmer Mac Bond #9 Semi-annual interest only 3.35% July 2020 MetLife Term Loan #1 (3) Semi-annual interest only Greater of LIBOR + 1.75% or 2% adjusted every 3 years — March 2026 MetLife Term Loan #2 (3) Semi-annual interest only 2.66% adjusted every 3 years — March 2026 MetLife Term Loan #3 (3) Semi-annual interest only 2.66% adjusted every 3 years — March 2026 MetLife Term Loan #4 Semi-annual interest only Greater of LIBOR + 1.75% or 2% adjusted every 3 years — June 2026 Farm Credit of Central Florida (2) LIBOR + 2.6875% adjusted every month — September 2023 Total outstanding principal $ Debt issuance costs Unamortized premium Total mortgage notes and bonds payable, net $ $ (1) Bond was 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. This bond was repaid in full in May 2016. (2) Loan is an amortizing loan with quarterly interest payments that commence on January 1, 2017 and quarterly principal payments that commence on October 1, 2018, with all remaining principal and outstanding interest due at maturity. (3) Proceeds from MetLife Term Loans 1, 2, and 3 were used to repay all amounts outstanding under the Bridge Loan, as further described below. |
Schedule of aggregate maturities of long-term debt | As of September 30, 2016, aggregate maturities of long-term debt for the succeeding years are as follows: ($ in thousands) Year Ending December 31, Future Maturities 2016 (remaining three months) $ — 2017 2018 2019 2020 Thereafter $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Commitments [Line Items] | |
Schedule of future minimum lease payments | ($ in thousands) Future rental Year Ending December 31, payments 2016 (remaining three months) $ 2017 2018 2019 $ |
Schedule of future capital commitments | ($ in thousands) Capital Year Ending December 31, Commitments 2016 (remaining three months) $ 2017 2018 $ |
Schedule of purchase agreements | Total ($ in thousands) approximate Purchase Farm Name State acres price Boys (1) AR $ Taubeneck IL $ (1) |
American Farmland Company | |
Other Commitments [Line Items] | |
Schedule of purchase agreements | ($ in thousands) Property State Total Approximate acres Kimberly Vineyard California Golden Eagle Ranch California Quail Run Vineyard California Blue Heron Farms California Falcon Farms Georgia / Alabama Kingfisher Ranch California Cougar Ranch California Cheetah Ranch California Puma Ranch California Lynx Ranch California Sweetwater Farm Florida Sandpiper Ranch California Blue Cypress Farm Florida Pleasant Plains Farm Illinois Macomb Farm Illinois Tillar Farm Arkansas Kane County Farms Illinois Roadrunner Ranch California Condor Ranch California Grassy Island Groves Florida Pintail Vineyards California |
Stockholders' Equity and Non-26
Stockholders' Equity and Non-controlling Interests (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity and Non-Controlling Interests | |
Schedule of changes in redeemable non-controlling interest in operating partnership | Common Preferred ($ in thousands) Redeemable Redeemable Redeemable Redeemable Balance at December 31, 2014 — $ — — $ — Issuance of redeemable OP units as partial consideration for real estate acquisition — — Net income attributable to non-controlling interest — — — Accrued distributions to non-controlling interest — — — Adjustments to arrive at fair value of redeemable non-controlling interest — — — Balance at September 30, 2015 $ — $ — Balance at December 31, 2015 $ — $ — Issuance of redeemable OP units as partial consideration for real estate acquisition — — Net loss attributable to non-controlling interest — — — Accrued distributions to non-controlling interest — — Redemption of OP units for common stock — — Balance at September 30, 2016 — $ — $ |
Schedule of declaration and payment of distribution | Fiscal Year Declaration Date Record Date Payment Date Distributions 2016 March 8, 2016 April 1, 2016 April 15, 2016 $ May 9, 2016 July 1, 2016 July 15, 2016 August 3, 2016 September 30, 2016 October 14, 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 Number of average grant (shares in thousands) shares date fair value Nonvested at December 31, 2015 $ Granted Vested Forfeited Nonvested at September 30, 2016 $ |
Schedule of computation of basic and diluted earnings per share | For the three months ended For the nine months ended September 30, September 30, (in thousands except per share amounts) 2016 2015 2016 2015 Numerator: Net income (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) income 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) earnings per share attributable to common stockholders - basic and diluted $ $ $ $ (1) Anti-dilutive for the three and nine months ended September 30, 2016 and 2015. (2) Anti-dilutive for the three and nine months ended September 30, 2016. |
Schedule of equity awards and units outstanding | September 30, 2016 December 31, 2015 Shares OP Units Reeemable OP Units — Unvested RSAs |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events | |
Schedule of purchase agreements entered into in subsequent period | Total ($ in thousands) approximate Purchase Farm Name State acres Price Taubeneck IL $ $ |
Organization and Significant 28
Organization and Significant Accounting Policies (Details) | 9 Months Ended | ||
Sep. 30, 2016USD ($)aitem$ / shares | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)$ / shares | |
Organization and Significant Accounting Policies | |||
Area of real estate property | a | 114,119 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Below Market Lease | |||
Below market lease | $ | $ 258,347 | $ 229,597 | |
Below market lease, accumulated amortization | $ | 249,794 | $ 186,512 | |
Amortization of below market leases | $ | $ 63,000 | $ 122,000 | |
American Farmland Company | |||
Organization and Significant Accounting Policies | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||
American Farmland Company | OP units | |||
Organization and Significant Accounting Policies | |||
Consideration share price | $ / shares | $ 0.7417 | ||
TRS | |||
Organization and Significant Accounting Policies | |||
Area of real estate property | a | 2,605 | ||
Operating Partnership | |||
Organization and Significant Accounting Policies | |||
Ownership interest (as a percent) | 70.90% | 74.10% | |
Operating Partnership | OP units | |||
Organization and Significant Accounting Policies | |||
Ownership interest (as a percent) | 70.90% | ||
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 | item | 38 | ||
Number of grain storage facilities owned | item | 3 | ||
Ownership interest (as a percent) | 100.00% |
Organization and Significant 29
Organization and Significant Accounting Policies - Inventory (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Deferred Financing Fees | |||||
Deferred financing fees written off | $ 0 | $ 0 | $ 6,209 | $ 12,300 | |
Accumulated amortization of deferred financing fees | 625,499 | 625,499 | $ 310,274 | ||
Deferred offering costs incurred | 103,795 | 8 | 756,970 | ||
Deferred offering costs | 250,000 | 250,000 | 267,000 | ||
Accounts Receivable | |||||
Allowance for doubtful accounts | 190,686 | 190,686 | 78,186 | ||
Inventory | |||||
Cost of harvested crop included in property operating expenses | 0 | 0 | |||
Harvested crop | 243,000 | ||||
Growing crop | 378,000 | 378,000 | |||
Fertilizer and pesticides | 6,000 | ||||
Total inventory | 378,000 | 378,000 | $ 249,000 | ||
Income tax | |||||
Income tax expense | $ 97,000 | $ 4,000 | $ 97,000 | $ 4,000 | |
Bridge Loan Agreement | |||||
Deferred Financing Fees | |||||
Additional interest, percentage | 4.00% | ||||
Additional interest paid | $ 2,120,000 |
Organization and Significant 30
Organization and Significant Accounting Policies - Retroactive adjustment to combined consolidated financial statements (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Non-employee consultant stock based compensation | ||
Deferred financing fees, net | $ 1,009,000 | $ 381,000 |
Accounting Standards Update 2015-03 | As previously reported | ||
Non-employee consultant stock based compensation | ||
Deferred financing fees, net | $ 1,009,279 | $ 380,970 |
Revenue Recognition (Details)
Revenue Recognition (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($)lease | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)lease | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Revenue Recognition | |||||
Number of leases with renewal options | lease | 17 | 17 | |||
Number of leases with rent escalations | lease | 6 | 6 | |||
Below market lease | $ 258,347 | $ 258,347 | $ 229,597 | ||
Below market lease, accumulated amortization | 249,794 | 249,794 | 186,512 | ||
Deferred revenue | 5,720,000 | 5,720,000 | $ 4,854,000 | ||
Rental income recognized | 6,164,000 | $ 4,047,000 | 16,462,000 | $ 8,866,000 | |
Revenues from the sale of harvested crops | 764,136 | 0 | |||
Contractual rents | |||||
2016 (remaining three months) | 7,369,000 | 7,369,000 | |||
2,017 | 19,174,000 | 19,174,000 | |||
2,018 | 16,539,000 | 16,539,000 | |||
2,019 | 7,715,000 | 7,715,000 | |||
2,020 | 1,296,000 | 1,296,000 | |||
Thereafter | 3,138,000 | 3,138,000 | |||
Total | 55,231,000 | 55,231,000 | |||
Leases in effect at the beginning of the period / year | |||||
Revenue Recognition | |||||
Rental income recognized | 3,098,000 | 1,777,000 | 9,760,000 | 5,364,000 | |
Leases entered into during the period / year | |||||
Revenue Recognition | |||||
Rental income recognized | $ 3,066,000 | $ 2,270,000 | $ 6,702,000 | $ 3,502,000 | |
Minimum | |||||
Revenue Recognition | |||||
Term of leases | 1 year | ||||
Percentage of rent received on one of the lease | 50.00% | ||||
Maximum | |||||
Revenue Recognition | |||||
Term of leases | 10 years |
Concentration Risk (Details)
Concentration Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Concentration Risk | ||||
Rental income | $ 6,164 | $ 4,047 | $ 16,462 | $ 8,866 |
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) | 25.00% | 8.30% | ||
Approximate total acres | Geographic concentration | Colorado | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 19.00% | 27.90% | ||
Approximate total acres | Geographic concentration | North Carolina | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 9.70% | 15.60% | ||
Approximate total acres | Geographic concentration | Arkansas | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 9.10% | 14.60% | ||
Approximate total acres | Geographic concentration | South Carolina | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 9.00% | 13.90% | ||
Approximate total acres | Geographic concentration | Louisiana | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 8.20% | 2.80% | ||
Approximate total acres | Geographic concentration | Nebraska | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 5.10% | 7.90% | ||
Approximate total acres | Geographic concentration | Mississippi | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 4.30% | 6.00% | ||
Approximate total acres | Geographic concentration | Georgia | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 3.00% | |||
Approximate total acres | Geographic concentration | Texas | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 2.40% | |||
Approximate total acres | Geographic concentration | Florida | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 2.10% | |||
Approximate total acres | Geographic concentration | Kansas | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 1.60% | 1.00% | ||
Approximate total acres | Geographic concentration | Virginia | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 1.10% | 1.70% | ||
Approximate total acres | Geographic concentration | Michigan | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 0.40% | 0.30% | ||
Rental income | Tenant concentration | ||||
Concentration Risk | ||||
Rental income | $ 2,206 | $ 1,715 | $ 6,521 | $ 3,124 |
Concentration risk (as a percent) | 35.70% | 42.40% | 39.60% | 35.20% |
Rental income | Geographic concentration | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% |
Rental income | Geographic concentration | Illinois | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 34.10% | 14.30% | 30.70% | 19.30% |
Rental income | Geographic concentration | Colorado | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 12.90% | 14.30% | 12.80% | 18.80% |
Rental income | Geographic concentration | North Carolina | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 18.50% | 23.50% | 21.70% | 14.00% |
Rental income | Geographic concentration | Arkansas | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 4.70% | 10.00% | 6.20% | 8.80% |
Rental income | Geographic concentration | South Carolina | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 8.50% | 14.80% | 9.20% | 16.20% |
Rental income | Geographic concentration | Louisiana | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 6.20% | 2.60% | 4.40% | 3.50% |
Rental income | Geographic concentration | Nebraska | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 5.90% | 10.00% | 7.00% | 10.90% |
Rental income | Geographic concentration | Mississippi | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 2.70% | 6.90% | 2.60% | 6.00% |
Rental income | Geographic concentration | Georgia | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 2.20% | 2.00% | ||
Rental income | Geographic concentration | Texas | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 2.00% | 1.70% | ||
Rental income | Geographic concentration | Florida | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 0.70% | 0.30% | ||
Rental income | Geographic concentration | Kansas | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 0.80% | 0.50% | 0.60% | 0.70% |
Rental income | Geographic concentration | Virginia | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 2.60% | 1.60% | ||
Rental income | Geographic concentration | Michigan | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 0.80% | 0.50% | 0.80% | 0.20% |
Rental income | Hough Farms | Tenant concentration | ||||
Concentration Risk | ||||
Rental income | $ 496 | $ 133 | $ 1,482 | $ 390 |
Concentration risk (as a percent) | 8.00% | 3.30% | 9.00% | 4.40% |
Rental income | Justice Family Farms LLC | Tenant concentration | ||||
Concentration Risk | ||||
Rental income | $ 1,328 | $ 1,380 | $ 4,154 | $ 2,129 |
Concentration risk (as a percent) | 21.50% | 34.10% | 25.20% | 24.00% |
Rental income | Prairieland Farm | Tenant concentration | ||||
Concentration Risk | ||||
Rental income | $ 382 | $ 202 | $ 885 | $ 605 |
Concentration risk (as a percent) | 6.20% | 5.00% | 5.40% | 6.80% |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016USD ($)a | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)a | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Jul. 21, 2015 | Apr. 01, 2015a | |
Related Party Transactions | |||||||
Area of real estate property | a | 114,119 | 114,119 | |||||
American Agriculture Corporation | Shared services agreement | General and administrative expenses | |||||||
Related Party Transactions | |||||||
Expenses from related party | $ 0 | $ 1,328 | $ 0 | $ 20,489 | |||
TRS And Hough Farms | |||||||
Related Party Transactions | |||||||
Area of real estate property | a | 641 | ||||||
Custom farming costs incurred | 11,839 | 7,440 | 53,647 | 20,289 | |||
American Agriculture Aviation, LLC | Lease agreements | |||||||
Related Party Transactions | |||||||
Transaction amount | 46,250 | 50,460 | 142,719 | 79,410 | |||
Hough Farms | TRS And Hough Farms | |||||||
Related Party Transactions | |||||||
Due to affiliate | $ 10,589 | $ 10,589 | $ 11,946 | ||||
Paul A. Pittman | American Agriculture Aviation, LLC | |||||||
Related Party Transactions | |||||||
Related party transaction, percentage of ownership interest held by related party | 100.00% | ||||||
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% | 75.00% | |||||
Astoria Farms and Hough Farms | Lease agreements | |||||||
Related Party Transactions | |||||||
Rent from related party | $ 622,025 | $ 685,005 | $ 1,861,106 | $ 2,035,752 | |||
Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 100.00% | 100.00% | 100.00% | 100.00% | |||
Rental income | Tenant concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 35.70% | 42.40% | 39.60% | 35.20% | |||
Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 100.00% | 100.00% | |||||
Approximate total acres | Tenant concentration | Astoria Farms and Hough Farms | |||||||
Related Party Transactions | |||||||
Percentage of total | 6.00% | 11.00% | |||||
Illinois | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 34.10% | 14.30% | 30.70% | 19.30% | |||
Illinois | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 25.00% | 8.30% | |||||
North Carolina | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 18.50% | 23.50% | 21.70% | 14.00% | |||
North Carolina | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 9.70% | 15.60% | |||||
Colorado | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 12.90% | 14.30% | 12.80% | 18.80% | |||
Colorado | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 19.00% | 27.90% | |||||
South Carolina | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 8.50% | 14.80% | 9.20% | 16.20% | |||
South Carolina | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 9.00% | 13.90% | |||||
Nebraska | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 5.90% | 10.00% | 7.00% | 10.90% | |||
Nebraska | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 5.10% | 7.90% | |||||
Arkansas | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 4.70% | 10.00% | 6.20% | 8.80% | |||
Arkansas | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 9.10% | 14.60% | |||||
Louisiana | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 6.20% | 2.60% | 4.40% | 3.50% | |||
Louisiana | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 8.20% | 2.80% | |||||
Mississippi | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 2.70% | 6.90% | 2.60% | 6.00% | |||
Mississippi | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 4.30% | 6.00% | |||||
Georgia | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 2.20% | 2.00% | |||||
Georgia | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 3.00% | ||||||
Texas | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 2.00% | 1.70% | |||||
Texas | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 2.40% | ||||||
Michigan | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 0.80% | 0.50% | 0.80% | 0.20% | |||
Michigan | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 0.40% | 0.30% | |||||
Kansas | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 0.80% | 0.50% | 0.60% | 0.70% | |||
Kansas | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 1.60% | 1.00% | |||||
Virginia | Rental income | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 2.60% | 1.60% | |||||
Virginia | Approximate total acres | Geographic concentration | |||||||
Related Party Transactions | |||||||
Percentage of total | 1.10% | 1.70% |
Real Estate (Details)
Real Estate (Details) | Mar. 02, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Jun. 02, 2015USD ($)shares | Apr. 10, 2015USD ($)shares | Mar. 13, 2015USD ($)shares | Sep. 30, 2016USD ($)a | Sep. 30, 2015USD ($)a | Sep. 30, 2016USD ($)a | Sep. 30, 2015USD ($)a | Dec. 31, 2015USD ($) |
Farms acquired and allocation of purchase price | ||||||||||
Total approximate acres | a | 114,119 | 114,119 | ||||||||
Issuance of stock as consideration in real estate acquisition | $ 28,825,000 | $ 9,757,000 | ||||||||
Accounts Receivable | $ 106,000 | 106,000 | ||||||||
Below Market Lease | $ (258,347) | (258,347) | $ (229,597) | |||||||
Acquisition related costs | 1,712,000 | 112,000 | 1,818,000 | 179,000 | ||||||
OP units | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Issuance of stock as consideration in real estate acquisition | 14,937,000 | |||||||||
In-place lease | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Below Market Lease | (29,000) | (230,000) | (29,000) | (230,000) | ||||||
Buckelew | In-place lease | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Below Market Lease | $ (29,000) | $ (29,000) | ||||||||
Nebraska Battle Creek Farms | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accounts Receivable | 37,000 | 37,000 | ||||||||
Nebraska Battle Creek Farms | In-place lease | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Below Market Lease | (89,000) | (89,000) | ||||||||
Northeast Nebraska Farms | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accounts Receivable | 30,000 | 30,000 | ||||||||
Northeast Nebraska Farms | In-place lease | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Below Market Lease | (141,000) | (141,000) | ||||||||
Bobcat | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accounts Receivable | 30,000 | 30,000 | ||||||||
Tomasek | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accounts Receivable | $ 9,000 | $ 9,000 | ||||||||
Farm acquisitions | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total approximate acres | a | 39,851 | 24,709 | 39,851 | 24,709 | ||||||
Purchase price | $ 268,782,000 | $ 133,502,000 | ||||||||
Acquisition costs | $ 1,394,000 | $ 328,000 | 1,394,000 | 328,000 | ||||||
Accrued property taxes | (79,000) | (50,000) | (79,000) | (50,000) | ||||||
Total | 268,782,000 | 133,502,000 | 268,782,000 | 133,502,000 | ||||||
Farm acquisitions | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 255,966,000 | 128,610,000 | 255,966,000 | 128,610,000 | ||||||
Farm acquisitions | Groundwater | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 5,600,000 | 1,328,000 | 5,600,000 | 1,328,000 | ||||||
Farm acquisitions | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 3,732,000 | 2,067,000 | 3,732,000 | 2,067,000 | ||||||
Farm acquisitions | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 3,250,000 | 1,639,000 | 3,250,000 | 1,639,000 | ||||||
Farm acquisitions | Timber | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 342,000 | 32,000 | 342,000 | 32,000 | ||||||
Farm acquisitions | Knowles | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 1,202,000 | 1,202,000 | ||||||||
Farm acquisitions | Knowles | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 795,000 | 795,000 | ||||||||
Farm acquisitions | Knowles | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 65,000 | 65,000 | ||||||||
Farm acquisitions | Knowles | Timber | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 342,000 | $ 342,000 | ||||||||
Farm acquisitions | Knowles | Georgia | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jan. 12, 2016 | |||||||||
Total approximate acres | a | 608 | 608 | ||||||||
Purchase price | $ 1,202,000 | |||||||||
Acquisition costs | $ 2,000 | 2,000 | ||||||||
Farm acquisitions | Borden | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 1,630,000 | 1,630,000 | ||||||||
Farm acquisitions | Borden | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 779,000 | 779,000 | ||||||||
Farm acquisitions | Borden | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 88,000 | 88,000 | ||||||||
Farm acquisitions | Borden | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 763,000 | 763,000 | ||||||||
Farm acquisitions | Reinart Farm | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 6,117,000 | 6,117,000 | ||||||||
Farm acquisitions | Reinart Farm | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 4,188,000 | 4,188,000 | ||||||||
Farm acquisitions | Reinart Farm | Groundwater | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,434,000 | 1,434,000 | ||||||||
Farm acquisitions | Reinart Farm | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 495,000 | $ 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 | 2,056 | ||||||||
Purchase price | $ 6,117,000 | |||||||||
Acquisition costs | $ 1,000 | 1,000 | ||||||||
Farm acquisitions | Chenoweth | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 371,000 | 371,000 | ||||||||
Farm acquisitions | Chenoweth | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 371,000 | $ 371,000 | ||||||||
Farm acquisitions | Chenoweth | Illinois | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Feb. 26, 2016 | |||||||||
Total approximate acres | a | 40 | 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 unit) | $ / shares | $ 11.50 | |||||||||
Accrued property taxes | $ (79,000) | (79,000) | ||||||||
Total | 197,145,000 | 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 acquisition (in shares) | shares | 117,000 | |||||||||
Farm acquisitions | Forsythe | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 195,590,000 | 195,590,000 | ||||||||
Farm acquisitions | Forsythe | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,277,000 | 1,277,000 | ||||||||
Farm acquisitions | Forsythe | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 357,000 | $ 357,000 | ||||||||
Farm acquisitions | Forsythe | Illinois | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Mar. 2, 2016 | |||||||||
Total approximate acres | a | 22,128 | 22,128 | ||||||||
Purchase price | $ 197,145,000 | |||||||||
Acquisition costs | $ 1,321,000 | 1,321,000 | ||||||||
Farm acquisitions | Knight | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 624,000 | 624,000 | ||||||||
Farm acquisitions | Knight | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 482,000 | 482,000 | ||||||||
Farm acquisitions | Knight | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 142,000 | $ 142,000 | ||||||||
Farm acquisitions | Knight | Georgia | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Mar. 11, 2016 | |||||||||
Total approximate acres | a | 208 | 208 | ||||||||
Purchase price | $ 624,000 | |||||||||
Acquisition costs | $ 3,000 | 3,000 | ||||||||
Farm acquisitions | Gurga | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 667,000 | 667,000 | ||||||||
Farm acquisitions | Gurga | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 667,000 | $ 667,000 | ||||||||
Farm acquisitions | Gurga | Illinois | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Mar. 24, 2016 | |||||||||
Total approximate acres | a | 80 | 80 | ||||||||
Purchase price | $ 667,000 | |||||||||
Farm acquisitions | Condrey | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | $ 31,764,000 | 31,764,000 | ||||||||
Farm acquisitions | Condrey | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 30,584,000 | 30,584,000 | ||||||||
Farm acquisitions | Condrey | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 557,000 | 557,000 | ||||||||
Farm acquisitions | Condrey | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 623,000 | $ 623,000 | ||||||||
Farm acquisitions | Condrey | Louisiana | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Mar. 31, 2016 | |||||||||
Total approximate acres | a | 7,400 | 7,400 | ||||||||
Purchase price | $ 31,764,000 | |||||||||
Acquisition costs | $ 14,000 | 14,000 | ||||||||
Farm acquisitions | Buckelew | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 2,307,000 | 2,307,000 | ||||||||
Farm acquisitions | Buckelew | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 2,321,000 | 2,321,000 | ||||||||
Farm acquisitions | Buckelew | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 15,000 | 15,000 | ||||||||
Farm acquisitions | Brett | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 577,000 | 577,000 | ||||||||
Farm acquisitions | Brett | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 469,000 | 469,000 | ||||||||
Farm acquisitions | Brett | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 108,000 | $ 108,000 | ||||||||
Farm acquisitions | Brett | Georgia | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Apr. 6, 2016 | |||||||||
Total approximate acres | a | 213 | 213 | ||||||||
Purchase price | $ 577,000 | |||||||||
Acquisition costs | $ 2,000 | 2,000 | ||||||||
Farm acquisitions | Powell | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 958,000 | 958,000 | ||||||||
Farm acquisitions | Powell | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 756,000 | 756,000 | ||||||||
Farm acquisitions | Powell | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 202,000 | $ 202,000 | ||||||||
Farm acquisitions | Powell | Georgia | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Apr. 6, 2016 | |||||||||
Total approximate acres | a | 274 | 274 | ||||||||
Purchase price | $ 958,000 | |||||||||
Acquisition costs | $ 3,000 | 3,000 | ||||||||
Farm acquisitions | Unruh | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 1,528,000 | 1,528,000 | ||||||||
Farm acquisitions | Unruh | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,303,000 | 1,303,000 | ||||||||
Farm acquisitions | Unruh | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 225,000 | $ 225,000 | ||||||||
Farm acquisitions | Unruh | South Carolina | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | May 12, 2016 | |||||||||
Total approximate acres | a | 330 | 330 | ||||||||
Purchase price | $ 1,528,000 | |||||||||
Acquisition costs | $ 3,000 | 3,000 | ||||||||
Farm acquisitions | Early | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 1,800,000 | 1,800,000 | ||||||||
Farm acquisitions | Early | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 925,000 | 925,000 | ||||||||
Farm acquisitions | Early | Groundwater | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 634,000 | 634,000 | ||||||||
Farm acquisitions | Early | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 241,000 | 241,000 | ||||||||
Farm acquisitions | East Chenoweth | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 697,000 | 697,000 | ||||||||
Farm acquisitions | East Chenoweth | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 667,000 | 667,000 | ||||||||
Farm acquisitions | East Chenoweth | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 30,000 | 30,000 | ||||||||
Farm acquisitions | Missel | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 1,760,000 | 1,760,000 | ||||||||
Farm acquisitions | Missel | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,760,000 | 1,760,000 | ||||||||
Farm acquisitions | Durdan | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 1,905,000 | 1,905,000 | ||||||||
Farm acquisitions | Durdan | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 1,905,000 | $ 1,905,000 | ||||||||
Farm acquisitions | Durdan | Illinois | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jun. 30, 2016 | |||||||||
Total approximate acres | a | 203 | 203 | ||||||||
Purchase price | $ 1,905,000 | |||||||||
Farm acquisitions | Mullis | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | $ 862,000 | 862,000 | ||||||||
Farm acquisitions | Mullis | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 718,000 | 718,000 | ||||||||
Farm acquisitions | Mullis | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 144,000 | 144,000 | ||||||||
Farm acquisitions | Ulrich Feedlot | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 5,524,000 | 5,524,000 | ||||||||
Farm acquisitions | Ulrich Feedlot | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 792,000 | 792,000 | ||||||||
Farm acquisitions | Ulrich Feedlot | Groundwater | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 3,491,000 | 3,491,000 | ||||||||
Farm acquisitions | Ulrich Feedlot | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 22,000 | 22,000 | ||||||||
Farm acquisitions | Ulrich Feedlot | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 1,219,000 | $ 1,219,000 | ||||||||
Farm acquisitions | Ulrich Feedlot | Colorado | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jul. 27, 2016 | |||||||||
Total approximate acres | a | 142 | 142 | ||||||||
Purchase price | $ 5,524,000 | |||||||||
Acquisition costs | $ 24,000 | 24,000 | ||||||||
Farm acquisitions | Sabatka | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 325,000 | 325,000 | ||||||||
Farm acquisitions | Sabatka | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 235,000 | 235,000 | ||||||||
Farm acquisitions | Sabatka | Groundwater | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 41,000 | 41,000 | ||||||||
Farm acquisitions | Sabatka | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 49,000 | $ 49,000 | ||||||||
Farm acquisitions | Sabatka | Kansas | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jul. 27, 2016 | |||||||||
Total approximate acres | a | 158 | 158 | ||||||||
Purchase price | $ 325,000 | |||||||||
Farm acquisitions | Ironwood | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | $ 9,497,000 | 9,497,000 | ||||||||
Farm acquisitions | Ironwood | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 9,295,000 | 9,295,000 | ||||||||
Farm acquisitions | Ironwood | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 202,000 | $ 202,000 | ||||||||
Farm acquisitions | Ironwood | Florida | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Aug. 31, 2016 | |||||||||
Total approximate acres | a | 2,426 | 2,426 | ||||||||
Purchase price | $ 9,497,000 | |||||||||
Acquisition costs | $ 21,000 | 21,000 | ||||||||
Farm acquisitions | Hooks | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 1,402,000 | 1,402,000 | ||||||||
Farm acquisitions | Hooks | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,330,000 | 1,330,000 | ||||||||
Farm acquisitions | Hooks | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 72,000 | $ 72,000 | ||||||||
Farm acquisitions | Hooks | Georgia | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Sep. 16, 2016 | |||||||||
Total approximate acres | a | 445 | 445 | ||||||||
Purchase price | $ 1,402,000 | |||||||||
Farm acquisitions | Tristan Cleer | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | $ 120,000 | 120,000 | ||||||||
Farm acquisitions | Tristan Cleer | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 34,000 | 34,000 | ||||||||
Farm acquisitions | Tristan Cleer | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 86,000 | $ 86,000 | ||||||||
Farm acquisitions | Tristan Cleer | Illinois | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Sep. 29, 2016 | |||||||||
Total approximate acres | a | 7 | 7 | ||||||||
Purchase price | $ 120,000 | |||||||||
Farm acquisitions | Swarek | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 3,512,000 | 3,512,000 | ||||||||
Farm acquisitions | Swarek | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 3,471,000 | 3,471,000 | ||||||||
Farm acquisitions | Swarek | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 41,000 | $ 41,000 | ||||||||
Farm acquisitions | Swarek | Mississippi | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jan. 14, 2015 | |||||||||
Total approximate acres | a | 850 | 850 | ||||||||
Purchase price | $ 3,512,000 | |||||||||
Acquisition costs | $ 6,000 | 6,000 | ||||||||
Farm acquisitions | Stonington-Bass | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 2,080,000 | 2,080,000 | ||||||||
Farm acquisitions | Stonington-Bass | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,995,000 | 1,995,000 | ||||||||
Farm acquisitions | Stonington-Bass | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 80,000 | 80,000 | ||||||||
Farm acquisitions | Stonington-Bass | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 5,000 | 5,000 | ||||||||
Farm acquisitions | Benda Butler | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accrued property taxes | (1,000) | (1,000) | ||||||||
Total | 606,000 | 606,000 | ||||||||
Farm acquisitions | Benda Butler | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 607,000 | $ 607,000 | ||||||||
Farm acquisitions | Benda Butler | Nebraska | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Feb. 24, 2015 | |||||||||
Total approximate acres | a | 73 | 73 | ||||||||
Purchase price | $ 606,000 | |||||||||
Acquisition costs | $ 1,000 | 1,000 | ||||||||
Farm acquisitions | Benda Polk | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accrued property taxes | (1,000) | (1,000) | ||||||||
Total | 861,000 | 861,000 | ||||||||
Farm acquisitions | Benda Polk | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 862,000 | $ 862,000 | ||||||||
Farm acquisitions | Benda Polk | Nebraska | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Feb. 24, 2015 | |||||||||
Total approximate acres | a | 123 | 123 | ||||||||
Purchase price | $ 861,000 | |||||||||
Acquisition costs | $ 2,000 | 2,000 | ||||||||
Farm acquisitions | Timmerman | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accrued property taxes | (2,000) | (2,000) | ||||||||
Total | 2,026,000 | 2,026,000 | ||||||||
Farm acquisitions | Timmerman | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,365,000 | 1,365,000 | ||||||||
Farm acquisitions | Timmerman | Groundwater | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 626,000 | 626,000 | ||||||||
Farm acquisitions | Timmerman | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 37,000 | $ 37,000 | ||||||||
Farm acquisitions | Timmerman | Colorado | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Mar. 13, 2015 | |||||||||
Total approximate acres | a | 315 | 315 | ||||||||
Purchase price | $ 2,026,000 | |||||||||
Farm acquisitions | Timmerman | Phillips, CO | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Issuance of stock as consideration in real estate acquisition (in shares) | shares | 63,581 | |||||||||
Issuance of stock as consideration in real estate acquisition | $ 712,743 | |||||||||
Farm acquisitions | Cypress Bay | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | $ 2,303,000 | 2,303,000 | ||||||||
Farm acquisitions | Cypress Bay | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,959,000 | 1,959,000 | ||||||||
Farm acquisitions | Cypress Bay | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 276,000 | 276,000 | ||||||||
Farm acquisitions | Cypress Bay | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 68,000 | $ 68,000 | ||||||||
Farm acquisitions | Cypress Bay | South Carolina | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Mar. 13, 2015 | |||||||||
Total approximate acres | a | 502 | 502 | ||||||||
Purchase price | $ 2,303,000 | |||||||||
Acquisition costs | $ 4,000 | 4,000 | ||||||||
Farm acquisitions | Nebraska Battle Creek Farms | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accrued property taxes | (21,000) | (21,000) | ||||||||
Total | 9,023,000 | 9,023,000 | ||||||||
Farm acquisitions | Nebraska Battle Creek Farms | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 8,757,000 | 8,757,000 | ||||||||
Farm acquisitions | Nebraska Battle Creek Farms | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 339,000 | 339,000 | ||||||||
Farm acquisitions | Northeast Nebraska Farms | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accrued property taxes | (16,000) | (16,000) | ||||||||
Total | 8,981,000 | 8,981,000 | ||||||||
Farm acquisitions | Northeast Nebraska Farms | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 8,872,000 | 8,872,000 | ||||||||
Farm acquisitions | Northeast Nebraska Farms | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 236,000 | 236,000 | ||||||||
Farm acquisitions | Drury | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 950,000 | 950,000 | ||||||||
Farm acquisitions | Drury | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 809,000 | 809,000 | ||||||||
Farm acquisitions | Drury | Groundwater | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 107,000 | 107,000 | ||||||||
Farm acquisitions | Drury | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 34,000 | 34,000 | ||||||||
Farm acquisitions | Sutter | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 2,000,000 | 2,000,000 | ||||||||
Farm acquisitions | Sutter | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,301,000 | 1,301,000 | ||||||||
Farm acquisitions | Sutter | Groundwater | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 595,000 | 595,000 | ||||||||
Farm acquisitions | Sutter | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 104,000 | $ 104,000 | ||||||||
Farm acquisitions | Sutter | Colorado | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Apr. 17, 2015 | |||||||||
Total approximate acres | a | 322 | 322 | ||||||||
Purchase price | $ 2,000,000 | |||||||||
Farm acquisitions | Bobcat | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accrued property taxes | $ 3,000 | 3,000 | ||||||||
Total | 3,025,000 | 3,025,000 | ||||||||
Farm acquisitions | Bobcat | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 2,808,000 | 2,808,000 | ||||||||
Farm acquisitions | Bobcat | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 184,000 | 184,000 | ||||||||
Farm acquisitions | Swindoll Darby | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Accrued property taxes | (1,000) | (1,000) | ||||||||
Total | 1,468,000 | 1,468,000 | ||||||||
Farm acquisitions | Swindoll Darby | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 1,436,000 | 1,436,000 | ||||||||
Farm acquisitions | Swindoll Darby | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 33,000 | $ 33,000 | ||||||||
Farm acquisitions | Swindoll Darby | Mississippi | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | May 14, 2015 | |||||||||
Total approximate acres | a | 359 | 359 | ||||||||
Purchase price | $ 1,468,000 | |||||||||
Acquisition costs | $ 2,000 | 2,000 | ||||||||
Farm acquisitions | Abraham | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 762,000 | 762,000 | ||||||||
Farm acquisitions | Abraham | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 762,000 | $ 762,000 | ||||||||
Farm acquisitions | Abraham | Illinois | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | May 29, 2015 | |||||||||
Total approximate acres | a | 110 | 110 | ||||||||
Purchase price | $ 762,000 | |||||||||
Acquisition costs | $ 2,000 | $ 2,000 | ||||||||
Farm acquisitions | Justice Farms | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jun. 2, 2015 | |||||||||
Total approximate acres | a | 14,935 | 14,935 | ||||||||
Purchase price | $ 80,913,000 | |||||||||
Acquisition costs | $ 199,000 | 199,000 | ||||||||
Accrued property taxes | (11,000) | (11,000) | ||||||||
Total | 80,913,000 | 80,913,000 | ||||||||
Farm acquisitions | Justice Farms | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 80,758,000 | 80,758,000 | ||||||||
Farm acquisitions | Justice Farms | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 96,000 | 96,000 | ||||||||
Farm acquisitions | Justice Farms | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 38,000 | 38,000 | ||||||||
Farm acquisitions | Justice Farms | Timber | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 32,000 | 32,000 | ||||||||
Farm acquisitions | Justice Farms | Merrick, NE | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Issuance of stock as consideration in real estate acquisition (in shares) | shares | 824,398 | |||||||||
Farm acquisitions | Justice Farms | Merrick, NE | OP units | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Issuance of stock as consideration in real estate acquisition (in shares) | shares | 1,993,709 | |||||||||
Issuance of stock as consideration in real estate acquisition | $ 30,914,634 | |||||||||
Farm acquisitions | Tomasek | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 690,000 | 690,000 | ||||||||
Farm acquisitions | Tomasek | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 681,000 | 681,000 | ||||||||
Farm acquisitions | Tomasek | McDonough, IL | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Annual rents | $ 18,749 | |||||||||
Farm acquisitions | Purdy | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 6,168,000 | 6,168,000 | ||||||||
Farm acquisitions | Purdy | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 5,924,000 | 5,924,000 | ||||||||
Farm acquisitions | Purdy | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 244,000 | $ 244,000 | ||||||||
Farm acquisitions | Purdy | Arkansas | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jul. 2, 2015 | |||||||||
Total approximate acres | a | 1,383 | 1,383 | ||||||||
Purchase price | $ 6,168,000 | |||||||||
Acquisition costs | $ 21,000 | 21,000 | ||||||||
Farm acquisitions | Matthews | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 5,576,000 | 5,576,000 | ||||||||
Farm acquisitions | Matthews | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 5,338,000 | 5,338,000 | ||||||||
Farm acquisitions | Matthews | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 77,000 | 77,000 | ||||||||
Farm acquisitions | Matthews | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 161,000 | $ 161,000 | ||||||||
Farm acquisitions | Matthews | Mississippi | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jul. 10, 2015 | |||||||||
Total approximate acres | a | 1,130 | 1,130 | ||||||||
Purchase price | $ 5,576,000 | |||||||||
Acquisition costs | $ 22,000 | 22,000 | ||||||||
Farm acquisitions | Riccioni | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total | 2,558,000 | 2,558,000 | ||||||||
Farm acquisitions | Riccioni | Land | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 905,000 | 905,000 | ||||||||
Farm acquisitions | Riccioni | Irrigation improvements | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | 286,000 | 286,000 | ||||||||
Farm acquisitions | Riccioni | Permanent plantings & other real estate | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Real estate | $ 1,367,000 | $ 1,367,000 | ||||||||
Farm acquisitions | Riccioni | Michigan | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Sep. 15, 2015 | |||||||||
Total approximate acres | a | 181 | 181 | ||||||||
Purchase price | $ 2,558,000 | |||||||||
Acquisition costs | $ 14,000 | 14,000 | ||||||||
Business combinations | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Total revenue from date of acquisition | $ 175,653 | 284,012 | 282,629 | 524,811 | ||||||
Net income from date of acquisition | 122,058 | 231,681 | 189,502 | 363,849 | ||||||
Acquisition related costs | $ 0 | $ 0 | $ 7,735 | $ 55,014 | ||||||
Business combinations | Borden | Michigan | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jan. 21, 2016 | |||||||||
Total approximate acres | a | 265 | 265 | ||||||||
Purchase price | $ 1,630,000 | |||||||||
Business combinations | Buckelew | Mississippi | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Apr. 4, 2016 | |||||||||
Total approximate acres | a | 624 | 624 | ||||||||
Purchase price | $ 2,307,000 | |||||||||
Business combinations | Early | Texas | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | May 17, 2016 | |||||||||
Total approximate acres | a | 640 | 640 | ||||||||
Purchase price | $ 1,800,000 | |||||||||
Business combinations | East Chenoweth | Illinois | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jun. 27, 2016 | |||||||||
Total approximate acres | a | 77 | 77 | ||||||||
Purchase price | $ 697,000 | |||||||||
Business combinations | Missel | Colorado | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jun. 29, 2016 | |||||||||
Total approximate acres | a | 1,261 | 1,261 | ||||||||
Purchase price | $ 1,760,000 | |||||||||
Business combinations | Mullis | Georgia | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jul. 20, 2016 | |||||||||
Total approximate acres | a | 266 | 266 | ||||||||
Purchase price | $ 862,000 | |||||||||
Business combinations | Stonington-Bass | Colorado | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Feb. 18, 2015 | |||||||||
Total approximate acres | a | 997 | 997 | ||||||||
Purchase price | $ 2,080,000 | |||||||||
Acquisition costs | $ 1,000 | $ 1,000 | ||||||||
Business combinations | Nebraska Battle Creek Farms | Nebraska | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Apr. 10, 2015 | |||||||||
Total approximate acres | a | 1,117 | 1,117 | ||||||||
Purchase price | $ 9,023,000 | |||||||||
Acquisition costs | $ 20,000 | $ 20,000 | ||||||||
Business combinations | Nebraska Battle Creek Farms | Madison, NE | OP units | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Issuance of stock as consideration in real estate acquisition (in shares) | shares | 118,634 | |||||||||
Issuance of stock as consideration in real estate acquisition | $ 1,372,595,000 | |||||||||
Business combinations | Northeast Nebraska Farms | Nebraska | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Apr. 10, 2015 | |||||||||
Total approximate acres | a | 1,160 | 1,160 | ||||||||
Purchase price | $ 8,981,000 | |||||||||
Acquisition costs | $ 20,000 | $ 20,000 | ||||||||
Business combinations | Northeast Nebraska Farms | Pierce, NE | OP units | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Issuance of stock as consideration in real estate acquisition (in shares) | shares | 119,953 | |||||||||
Issuance of stock as consideration in real estate acquisition | $ 1,387,856,000 | |||||||||
Business combinations | Drury | Colorado | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Apr. 10, 2015 | |||||||||
Total approximate acres | a | 160 | 160 | ||||||||
Purchase price | $ 950,000 | |||||||||
Business combinations | Bobcat | Arkansas | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Apr. 30, 2015 | |||||||||
Total approximate acres | a | 934 | 934 | ||||||||
Purchase price | $ 3,025,000 | |||||||||
Acquisition costs | $ 12,000 | $ 12,000 | ||||||||
Business combinations | Tomasek | Illinois | ||||||||||
Farms acquired and allocation of purchase price | ||||||||||
Acquisition date | Jun. 30, 2015 | |||||||||
Total approximate acres | a | 58 | 58 | ||||||||
Purchase price | $ 690,000 | |||||||||
Acquisition costs | $ 2,000 | $ 2,000 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 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 | (6,000) | (10,000) | |
Interest receivable (net prepaid interest) | 96,000 | (8,000) | |
Total notes and interest receivable | 2,870,000 | 2,812,000 | |
Prepaid interest | 7,813 | 60,025 | |
Accrued interest | 103,600 | 52,244 | |
Notes receivable | 2,925,756 | 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 Paya36
Mortgage Notes and Bonds Payable (Details) | Mar. 01, 2015 | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Aug. 31, 2016USD ($) | Jun. 30, 2016 | Jun. 29, 2016subsidiary | Jun. 28, 2016 | Mar. 29, 2016USD ($)subsidiary | Feb. 29, 2016USD ($)subsidiary | Dec. 31, 2015USD ($) | Aug. 03, 2015USD ($) |
Mortgage notes payable | |||||||||||||
Debt issuance costs | $ (1,009,000) | $ (1,009,000) | $ (381,000) | ||||||||||
Unamortized premium | 140,000 | 140,000 | 230,000 | ||||||||||
Total mortgage notes and bonds payable, net | 302,393,000 | 302,393,000 | 187,074,000 | ||||||||||
Principal outstanding | 303,262,000 | 303,262,000 | 187,225,000 | ||||||||||
Refund on outstanding debt | $ 300,000 | ||||||||||||
Repayments of secured debt | 84,750,000 | 6,128,000 | |||||||||||
Book Value of Collateral | 545,312,000 | 545,312,000 | |||||||||||
Payment of debt issuance costs | 937,000 | 224,000 | |||||||||||
Accrued interest | 1,626,000 | 1,626,000 | 681,000 | ||||||||||
Cash paid during period for interest | 6,706,000 | 1,887,000 | |||||||||||
Deferred financing fees written off | 0 | $ 0 | 6,209 | $ 12,300 | |||||||||
Accumulated amortization of deferred financing fees | 625,499 | 625,499 | 310,274 | ||||||||||
Aggregate maturities of long-term debt | |||||||||||||
2,017 | 81,100,000 | 81,100,000 | |||||||||||
2,018 | 69,000 | 69,000 | |||||||||||
2,019 | 274,000 | 274,000 | |||||||||||
2,020 | 48,574,000 | 48,574,000 | |||||||||||
Thereafter | 173,245,000 | 173,245,000 | |||||||||||
Total | 303,262,000 | 303,262,000 | |||||||||||
Farmer Mac Facility | Secured notes | |||||||||||||
Mortgage notes payable | |||||||||||||
Outstanding debt | 155,500,000 | $ 155,500,000 | 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 | $ 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 | 0 | $ 173,907 | |||||||||||
Cash paid during period for interest | 0 | 2,271,867 | |||||||||||
Additional interest paid | $ 2,120,000 | ||||||||||||
Additional interest, percentage | 4.00% | ||||||||||||
MetLife | |||||||||||||
Mortgage notes payable | |||||||||||||
Number of subsidiaries | subsidiary | 5 | 5 | |||||||||||
Payment of debt issuance costs | $ 70,673 | $ 954,383 | |||||||||||
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) | 2.40% | ||||||||||||
Interest Rate (as a percent) | 2.00% | 2.00% | 2.00% | ||||||||||
Principal amount of loan | 90,000,000 | ||||||||||||
MetLife | Term Loan Two | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal amount of loan | 16,000,000 | ||||||||||||
MetLife | Term Loan Three | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal amount of loan | $ 21,000,000 | ||||||||||||
MetLife | Term Loan Two and Three | |||||||||||||
Mortgage notes payable | |||||||||||||
Interest rate (as a percent) | 2.66% | 2.66% | |||||||||||
Minimum prepayment premium | 20.00% | ||||||||||||
Percentage of conditional prepayment of loan without penalty | 1.00% | ||||||||||||
MetLife | Term Loan Four | |||||||||||||
Mortgage notes payable | |||||||||||||
Interest rate (as a percent) | 2.39% | ||||||||||||
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 | $ 303,354,711 | $ 303,354,711 | 185,171,599 | ||||||||||
First Midwest Bank A debt and mortgage notes payable maturing June 2016 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | 650,000 | ||||||||||||
Interest Rate (as a percent) | 2.80% | 2.80% | |||||||||||
First Midwest Bank A debt and mortgage notes payable maturing June 2016 | LIBOR | Minimum | |||||||||||||
Mortgage notes payable | |||||||||||||
Margin added to reference rate (as a percent) | 2.59% | ||||||||||||
First Midwest Bank B debt and mortgage notes payable maturing June 2016 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | 26,000,000 | ||||||||||||
First Midwest Bank B debt and mortgage notes payable maturing June 2016 | Minimum | |||||||||||||
Mortgage notes payable | |||||||||||||
Interest rate (as a percent) | 2.80% | 2.80% | |||||||||||
First Midwest Bank B debt and mortgage notes payable maturing June 2016 | LIBOR | Minimum | |||||||||||||
Mortgage notes payable | |||||||||||||
Margin added to reference rate (as a percent) | 2.59% | ||||||||||||
Farmer Mac Note 1 mortgage notes payable maturing September 2017 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 20,700,000 | $ 20,700,000 | 20,700,000 | ||||||||||
Interest rate (as a percent) | 2.40% | 2.40% | |||||||||||
Interest Rate (as a percent) | 2.40% | 2.40% | |||||||||||
Book Value of Collateral | $ 31,612,000 | $ 31,612,000 | |||||||||||
Farmer Mac Note 2 mortgage notes payable maturing October 2017 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 5,460,000 | $ 5,460,000 | 5,460,000 | ||||||||||
Interest rate (as a percent) | 2.35% | 2.35% | |||||||||||
Interest Rate (as a percent) | 2.35% | 2.35% | |||||||||||
Book Value of Collateral | $ 8,992,000 | $ 8,992,000 | |||||||||||
Farmer Mac Note 3 mortgage notes payable maturing November 2017 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 10,680,000 | $ 10,680,000 | 10,680,000 | ||||||||||
Interest rate (as a percent) | 2.50% | 2.50% | |||||||||||
Interest Rate (as a percent) | 2.50% | 2.50% | |||||||||||
Book Value of Collateral | $ 10,642,000 | $ 10,642,000 | |||||||||||
Farmer Mac Note 4 mortgage notes payable maturing December 2017 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 13,400,000 | $ 13,400,000 | 13,400,000 | ||||||||||
Interest rate (as a percent) | 2.50% | 2.50% | |||||||||||
Interest Rate (as a percent) | 2.50% | 2.50% | |||||||||||
Book Value of Collateral | $ 23,531,000 | $ 23,531,000 | |||||||||||
Farmer Mac Note 5 mortgage notes payable maturing December 2017 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 30,860,000 | $ 30,860,000 | 30,860,000 | ||||||||||
Interest rate (as a percent) | 2.56% | 2.56% | |||||||||||
Interest Rate (as a percent) | 2.56% | 2.56% | |||||||||||
Book Value of Collateral | $ 52,593,000 | $ 52,593,000 | |||||||||||
Farmer Mac Note 6 mortgage notes maturing April 2025 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 14,915,000 | $ 14,915,000 | 14,915,000 | ||||||||||
Interest rate (as a percent) | 3.69% | 3.69% | |||||||||||
Interest Rate (as a percent) | 3.69% | 3.69% | |||||||||||
Book Value of Collateral | $ 20,049,000 | $ 20,049,000 | |||||||||||
Farmer Mac Note 7 mortgage notes maturing April 2025 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 11,160,000 | $ 11,160,000 | 11,160,000 | ||||||||||
Interest rate (as a percent) | 3.68% | 3.68% | |||||||||||
Interest Rate (as a percent) | 3.68% | 3.68% | |||||||||||
Book Value of Collateral | $ 18,156,000 | $ 18,156,000 | |||||||||||
Farmer Mac Note 8A mortgage notes maturing June 2020 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 41,700,000 | $ 41,700,000 | 41,700,000 | ||||||||||
Interest rate (as a percent) | 3.20% | 3.20% | |||||||||||
Interest Rate (as a percent) | 3.20% | 3.20% | |||||||||||
Book Value of Collateral | $ 80,807,000 | $ 80,807,000 | |||||||||||
Farmer Mac Note 8B mortgage notes maturing May 2016 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | 5,100,000 | ||||||||||||
Interest rate (as a percent) | 1.80% | 1.80% | |||||||||||
Interest Rate (as a percent) | 1.98% | 1.98% | |||||||||||
Farmer Mac Note 8B mortgage notes maturing May 2016 | LIBOR | |||||||||||||
Mortgage notes payable | |||||||||||||
Interest rate (as a percent) | 1.80% | 1.80% | |||||||||||
Margin added to reference rate (as a percent) | 3.35% | ||||||||||||
Farmer Mac Note 9 mortgage notes maturing July 2020 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 6,600,000 | $ 6,600,000 | $ 6,600,000 | ||||||||||
Interest rate (as a percent) | 3.35% | 3.35% | |||||||||||
Interest Rate (as a percent) | 3.35% | 3.35% | |||||||||||
Book Value of Collateral | $ 9,746,000 | $ 9,746,000 | |||||||||||
MetLife term loan notes maturing March 2026 One | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 90,000,000 | $ 90,000,000 | |||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | ||||||||||||
Interest Rate (as a percent) | 2.59% | 2.59% | |||||||||||
Book Value of Collateral | $ 197,177,000 | $ 197,177,000 | |||||||||||
MetLife term loan notes maturing March 2026 One | Minimum | |||||||||||||
Mortgage notes payable | |||||||||||||
Interest rate (as a percent) | 2.00% | 2.00% | |||||||||||
MetLife term loan notes maturing March 2026 One | LIBOR | Minimum | |||||||||||||
Mortgage notes payable | |||||||||||||
Margin added to reference rate (as a percent) | 1.75% | ||||||||||||
MetLife term loan notes maturing March 2026 Two | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 16,000,000 | $ 16,000,000 | |||||||||||
Interest Rate (as a percent) | 2.66% | 2.66% | |||||||||||
Book Value of Collateral | $ 31,736,000 | $ 31,736,000 | |||||||||||
MetLife term loan notes maturing March 2026 Two | Minimum | |||||||||||||
Mortgage notes payable | |||||||||||||
Interest rate (as a percent) | 3.00% | 3.00% | |||||||||||
MetLife term loan notes maturing March 2026 Two | LIBOR | Minimum | |||||||||||||
Mortgage notes payable | |||||||||||||
Margin added to reference rate (as a percent) | 2.66% | ||||||||||||
MetLife term loan notes maturing March 2026 Three | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 21,000,000 | $ 21,000,000 | |||||||||||
Interest rate (as a percent) | 2.66% | 2.66% | |||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | ||||||||||||
Interest Rate (as a percent) | 2.66% | 2.66% | |||||||||||
Book Value of Collateral | $ 25,612,000 | $ 25,612,000 | |||||||||||
MetLife term loan notes maturing June 2026 Four | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 15,685,000 | $ 15,685,000 | |||||||||||
Interest rate (as a percent) | 2.00% | 2.00% | |||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | ||||||||||||
Margin added to reference rate (as a percent) | 1.75% | ||||||||||||
Interest Rate (as a percent) | 2.59% | 2.59% | |||||||||||
Book Value of Collateral | $ 25,162,000 | $ 25,162,000 | |||||||||||
Farm Credit of Central Florida mortgage note maturing September 2023 | |||||||||||||
Mortgage notes payable | |||||||||||||
Principal outstanding | $ 5,102,000 | $ 5,102,000 | |||||||||||
Interest rate (as a percent) | 2.6875% | 2.6875% | |||||||||||
Interest Rate (as a percent) | 3.21% | 3.21% | |||||||||||
Principal amount of loan | $ 8,200,000 | ||||||||||||
Book Value of Collateral | $ 9,497,000 | $ 9,497,000 | |||||||||||
Coverage Ratio | 1.25 |
Commitments and Contingencies37
Commitments and Contingencies (Details) | Sep. 30, 2016USD ($)a$ / sharesshares | Jun. 30, 2016USD ($) | May 31, 2016USD ($) |
Future minimum lease payments | |||
Monthly payment amount | $ | $ 10,200 | $ 10,032 | |
2016 (remaining three months) | $ | $ 31,000 | ||
2017 | $ | 124,000 | ||
2018 | $ | 126,000 | ||
2019 | $ | 74,000 | ||
Total future minimum lease payments | $ | 355,000 | ||
Capital Commitments | |||
2016 (remaining three months) | $ | 1,206,000 | ||
2017 | $ | 4,098,000 | ||
2018 | $ | 845,000 | ||
Total capital commitments | $ | $ 6,149,000 | ||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 114,119 | ||
Purchase agreement | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 1,217 | ||
Purchase price | $ | $ 4,661,000 | ||
American Farmland Company | Purchase agreement | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 17,798 | ||
California | American Farmland Company | Purchase agreement | Kimberly Vineyard | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 260 | ||
California | American Farmland Company | Purchase agreement | Golden Eagle Ranch | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 1,247 | ||
California | American Farmland Company | Purchase agreement | Quail Run Vineyard | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 240 | ||
California | American Farmland Company | Purchase agreement | Blue Heron Farms | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 430 | ||
California | American Farmland Company | Purchase agreement | Kingfisher Ranch | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 623 | ||
California | American Farmland Company | Purchase agreement | Cougar Ranch | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 854 | ||
California | American Farmland Company | Purchase agreement | Cheetah Ranch | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 478 | ||
California | American Farmland Company | Purchase agreement | Puma Ranch | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 610 | ||
California | American Farmland Company | Purchase agreement | Lynx Ranch | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 244 | ||
California | American Farmland Company | Purchase agreement | Sandpiper Ranch | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 184 | ||
California | American Farmland Company | Purchase agreement | Roadrunner Ranch | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 244 | ||
California | American Farmland Company | Purchase agreement | Condor Ranch | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 786 | ||
California | American Farmland Company | Purchase agreement | Pintail Vineyards | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 91 | ||
Georgia / Alabama | American Farmland Company | Purchase agreement | Falcon Farms | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 1,840 | ||
Florida | American Farmland Company | Purchase agreement | Sweetwater Farm | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 1,624 | ||
Florida | American Farmland Company | Purchase agreement | Blue Cypress Farm | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 2,694 | ||
Florida | American Farmland Company | Purchase agreement | Grassy Island Groves | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 623 | ||
Illinois | Purchase agreement | Taubeneck | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 95 | ||
Purchase price | $ | $ 562,000 | ||
Illinois | American Farmland Company | Purchase agreement | Pleasant Plains Farm | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 1,196 | ||
Illinois | American Farmland Company | Purchase agreement | Macomb Farm | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 434 | ||
Illinois | American Farmland Company | Purchase agreement | Kane County Farms | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 1,652 | ||
Arkansas | Purchase agreement | Boys | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 1,122 | ||
Purchase price | $ | $ 4,099,000 | ||
Consideration paid in cash | $ | $ 3,300,000 | ||
Aggregate OP units and shares of company's common stock | shares | 69,961 | ||
Price of OP unit (per unit) | $ / shares | $ 11.79 | ||
Arkansas | American Farmland Company | Purchase agreement | Tillar Farm | |||
Farms acquired and allocation of purchase price | |||
Total approximate acres | 1,444 |
Stockholders' Equity and Non-38
Stockholders' Equity and Non-controlling Interests (Details) - USD ($) shares in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Increase (decrease) in shareholders' equity | |||
Balance | $ 138,534,000 | $ 83,525,000 | $ 83,525,000 |
Net income (loss) | (449,000) | 753,000 | |
Reclassification of common OP units from mezzanine equity | 9,519,000 | ||
Issuance of common stock | 9,234,000 | 34,641,000 | |
Repurchase and cancellation of shares | (21,000) | ||
Forfeiture of unvested restricted stock | (3,000) | (10,000) | |
Stock based compensation | 892,000 | 719,000 | |
Dividends and distributions accrued or paid | (9,362,000) | (4,597,000) | |
Issuance of stock as consideration in real estate acquisition | 28,825,000 | 9,757,000 | |
Adjustment to arrive at fair value of redeemable non-controlling interest | (36,000) | ||
Balance | 177,190,000 | 139,668,000 | 138,534,000 |
Offering costs | 471,189 | ||
Underwriters discount | 1,848,000 | ||
OP units | |||
Increase (decrease) in shareholders' equity | |||
Issuance of stock as consideration in real estate acquisition | 14,937,000 | ||
Common stock | |||
Increase (decrease) in shareholders' equity | |||
Balance | $ 118,000 | $ 75,000 | $ 75,000 |
Balance (in shares) | 11,979 | 7,732 | 7,732 |
Issuance of common stock | $ 10,000 | $ 34,000 | |
Issuance of common stock (in shares) | 844 | 3,360 | |
Repurchase and cancellation of shares (in shares) | (2) | ||
Grant of unvested restricted stock (in shares) | 119 | 6 | |
Forfeiture of unvested restricted stock (in shares) | (5) | (3) | |
Issuance of stock as consideration in real estate acquisition | $ 9,000 | ||
Balance | $ 139,000 | $ 118,000 | $ 118,000 |
Balance (in shares) | 14,046 | 11,981 | 11,979 |
Additional Paid-in Capital | |||
Increase (decrease) in shareholders' equity | |||
Balance | $ 114,783,000 | $ 68,980,000 | $ 68,980,000 |
Issuance of common stock | 9,224,000 | 34,607,000 | |
Repurchase and cancellation of shares | (21,000) | ||
Forfeiture of unvested restricted stock | (3,000) | (10,000) | |
Stock based compensation | 892,000 | 719,000 | |
Dividends and distributions accrued or paid | (2,057,000) | ||
Issuance of stock as consideration in real estate acquisition | 9,748,000 | ||
Adjustment to arrive at fair value of redeemable non-controlling interest | (36,000) | ||
Adjustments to non-controlling interests resulting from changes in ownership of operating partnership | 4,282,000 | 809,000 | |
Balance | 137,571,000 | 114,796,000 | 114,783,000 |
Retained Earnings (Deficit) | |||
Increase (decrease) in shareholders' equity | |||
Balance | 659,000 | (569,000) | (569,000) |
Net income (loss) | (412,000) | 575,000 | |
Balance | 247,000 | 6,000 | 659,000 |
Cumulative Dividends | |||
Increase (decrease) in shareholders' equity | |||
Balance | (7,188,000) | (2,130,000) | (2,130,000) |
Dividends and distributions accrued or paid | (5,073,000) | (3,531,000) | |
Balance | (12,261,000) | (5,661,000) | (7,188,000) |
Non-controlling Interests in Operating Partnership | |||
Increase (decrease) in shareholders' equity | |||
Balance | 30,162,000 | 17,169,000 | 17,169,000 |
Net income (loss) | (37,000) | 178,000 | |
Reclassification of common OP units from mezzanine equity | 9,519,000 | ||
Dividends and distributions accrued or paid | (2,232,000) | (1,066,000) | |
Issuance of stock as consideration in real estate acquisition | 28,825,000 | ||
Adjustments to non-controlling interests resulting from changes in ownership of operating partnership | (4,282,000) | (809,000) | |
Balance | 51,494,000 | 30,409,000 | 30,162,000 |
Non-controlling Interests in Operating Partnership | OP units | |||
Increase (decrease) in shareholders' equity | |||
Issuance of stock as consideration in real estate acquisition | $ 14,937,000 | ||
Non-controlling Interests in Operating Partnership | Operating Partnership | |||
Increase (decrease) in shareholders' equity | |||
Adjustments to non-controlling interests resulting from changes in ownership of operating partnership | $ 4,300,000 | $ 800,000 |
Stockholders' Equity and Non-39
Stockholders' Equity and Non-controlling Interests - Redeemable non-controlling interest in the Operating Partnership (Details) - USD ($) | Jul. 22, 2016 | May 25, 2016 | Mar. 02, 2016 | Aug. 26, 2015 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Oct. 29, 2014 |
Change in redeemable non-controlling interest | ||||||||||
Opening balance | $ 9,695,000 | $ 9,695,000 | ||||||||
Net income (loss) attributable to non-controlling interests | $ 50,000 | (64,000) | $ 53,000 | |||||||
Redemption of OP units for common stock | (9,519,000) | |||||||||
Redeemable non-controlling interests in operating partnership, preferred units | $ 119,057,000 | 119,057,000 | ||||||||
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 | 9,979,068 | $ 10,000,000 | |||||||
Redeemable OP units | ||||||||||
Change in redeemable non-controlling interest | ||||||||||
Distributions on redeemable non-controlling interests in operating partnership, units | (113,000) | (113,000) | (226,000) | |||||||
Redeemable non-controlling interest, temporary equity dividends accrued | 113,000 | 113,000 | 226,000 | |||||||
Redeemable Preferred OP Units | ||||||||||
Change in redeemable non-controlling interest | ||||||||||
Distributions on redeemable non-controlling interests in operating partnership, units | (887,000) | $ (2,057,000) | ||||||||
Percentage of cumulative preferential dividends | 3.00% | |||||||||
Distributions payable | $ 2,057,000 | |||||||||
Redeemable non-controlling interest, temporary equity dividends accrued | 887,000 | $ 2,057,000 | ||||||||
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 stock as consideration in real estate acquisition (in shares) | 117,000 | |||||||||
Change in redeemable non-controlling interest | ||||||||||
Liquidation value | 119,057,250 | $ 119,057,250 | ||||||||
OP units | ||||||||||
Stockholders’ Equity and Non-controlling Interests | ||||||||||
Stock repurchased (in shares) | 681,222 | 427,900 | ||||||||
OP units | Redeemable OP units | ||||||||||
Stockholders’ Equity and Non-controlling Interests | ||||||||||
Temporary Equity redeemable for cash | 883,724 | |||||||||
Change in redeemable non-controlling interest | ||||||||||
Opening balance | $ 9,695,000 | $ 9,695,000 | ||||||||
Opening balance (in shares) | 884,000 | 884,000 | ||||||||
Issuance of redeemable OP units as partial consideration for real estate acquisition | $ 9,694,000 | |||||||||
Issuance of redeemable OP units as partial consideration for real estate acquisition (in shares) | 884,000 | |||||||||
Net income (loss) attributable to non-controlling interests | $ (64,000) | $ 53,000 | ||||||||
Distributions on redeemable non-controlling interests in operating partnership, units | (113,000) | (225,000) | ||||||||
Adjustment to arrive at redemption value of redeemable non-controlling interests in Operating Partnership, common | 36,000 | |||||||||
Redemption of OP units for common stock | $ (9,518,000) | |||||||||
Redemption of OP units for common stock (in shares) | (884,000) | |||||||||
Ending balance | $ 9,558,000 | $ 9,558,000 | ||||||||
Ending balance (in shares) | 884,000 | 884,000 | ||||||||
Redeemable non-controlling interest, temporary equity dividends accrued | $ 113,000 | $ 225,000 | ||||||||
OP units | Redeemable Preferred OP Units | ||||||||||
Change in redeemable non-controlling interest | ||||||||||
Opening balance | ||||||||||
Opening balance (in shares) | ||||||||||
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) | 117,000 | |||||||||
Distributions on redeemable non-controlling interests in operating partnership, units | $ 2,057,000 | |||||||||
Redeemable non-controlling interests in operating partnership, preferred units | $ 119,057,000 | $ 119,057,000 | ||||||||
Ending balance (in shares) | 117,000 | 117,000 | ||||||||
Redeemable non-controlling interest, temporary equity dividends accrued | $ (2,057,000) |
Stockholders' Equity and Non-40
Stockholders' Equity and Non-controlling Interests - Distributions (Details) $ / shares in Units, $ in Thousands | Oct. 14, 2016$ / shares | Aug. 03, 2016$ / shares | Jul. 22, 2016shares | Jul. 15, 2016$ / shares | Jun. 02, 2016 | May 09, 2016$ / shares | Apr. 15, 2016$ / shares | Mar. 08, 2016$ / shares | Jan. 15, 2016$ / shares | Nov. 20, 2015$ / shares | Oct. 15, 2015$ / shares | Aug. 12, 2015$ / shares | Jul. 15, 2015$ / shares | Jun. 02, 2015$ / sharesshares | Apr. 15, 2015$ / shares | Feb. 25, 2015$ / shares | Sep. 30, 2016$ / sharesshares | Mar. 31, 2016shares | Sep. 30, 2015$ / shares | Oct. 14, 2016$ / shares | Sep. 30, 2016USD ($)$ / sharesshares | Jan. 15, 2016$ / shares | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Shareholders' Equity | ||||||||||||||||||||||||
Cash dividend paid (in dollars per share) | $ / shares | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1160 | $ 0.3825 | $ 0.4985 | |||||||||||||||
Cash distributions (in dollars per share) | $ / shares | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1160 | $ 0.13 | $ 0.13 | $ 0.38 | $ 0.37 | $ 0.4985 | ||||||||||||
Units outstanding | 19,722,656 | 19,722,656 | 16,155,971 | |||||||||||||||||||||
OP units | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
OP units outstanding for redemption | 1,993,709 | 3,068,174 | 3,068,174 | 1,945,000 | ||||||||||||||||||||
Redemption of initial shares (in shares) | 681,222 | 427,900 | ||||||||||||||||||||||
Units outstanding | 5,676,869 | 5,676,869 | 3,293,572 | |||||||||||||||||||||
Subsequent event | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Cash distributions (in dollars per share) | $ / shares | $ 0.3825 | |||||||||||||||||||||||
Restricted shares | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Units outstanding | 188,427 | 188,427 | 145,000 | |||||||||||||||||||||
Operating Partnership | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Parent ownership interest (as a percent) | 70.90% | 70.90% | 74.10% | |||||||||||||||||||||
Operating Partnership | OP units | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Parent ownership interest (as a percent) | 70.90% | 70.90% | ||||||||||||||||||||||
Common stock | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Common stock issued (in shares) | 844,000 | 3,360,000 | ||||||||||||||||||||||
Issuance of stock as consideration in real estate acquisition (in shares) | 888,000 | |||||||||||||||||||||||
Units outstanding | 13,857,360 | 13,857,360 | 11,833,675 | |||||||||||||||||||||
Common stock | OP units | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Issuance of stock as consideration in real estate acquisition (in shares) | 681,222 | 427,900 | ||||||||||||||||||||||
Common stock | Operating Partnership | OP units | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Ratio for conversion into common shares | 1 | 1 | ||||||||||||||||||||||
Non-controlling Interests in Operating Partnership | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Increase of non-controlling interests and decrease of additional paid in capital | $ | $ (4,282) | $ (809) | ||||||||||||||||||||||
Non-controlling Interests in Operating Partnership | Operating Partnership | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Increase of non-controlling interests and decrease of additional paid in capital | $ | $ 4,300 | $ 800 | ||||||||||||||||||||||
Pittman Hough Farms | Operating Partnership | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Noncontrolling ownership interest (as a percent) | 29.10% | 29.10% | 25.90% | |||||||||||||||||||||
Redeemable OP units | ||||||||||||||||||||||||
Shareholders' Equity | ||||||||||||||||||||||||
Units outstanding | 883,724 |
Stockholders' Equity and Non-41
Stockholders' Equity and Non-controlling Interests - Summary of the non-vested Restricted Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Sep. 15, 2015 | May 05, 2015 | |
Shareholders' Equity | |||||||
Number of shares available for future grant | 285,933 | 285,933 | |||||
Weighted average grant date fair value | |||||||
Maximum shares of common stock to be issued | 615,070 | ||||||
Deferred offering costs incurred | $ 103,795 | $ 8 | $ 756,970 | ||||
Deferred offering costs | $ 250,000 | $ 250,000 | $ 267,000 | ||||
ATM Program | |||||||
Weighted average grant date fair value | |||||||
Sale of common stock, weighted-average price per share | $ 11.06 | $ 11.06 | |||||
Restricted shares | |||||||
Number of shares | |||||||
Unvested at the beginning of the period (in shares) | 145,000 | ||||||
Granted (in shares) | 119,000 | ||||||
Vested (in shares) | (70,000) | ||||||
Forfeited (in shares) | (5,000) | ||||||
Unvested at the end of the period (in shares) | 189,000 | 189,000 | 145,000 | ||||
Weighted average grant date fair value | |||||||
Maximum shares of common stock to be issued | 342,481 | ||||||
Unvested at the beginning of the period (in dollars per share) | $ 13.87 | ||||||
Granted (in dollars per share) | 10.78 | ||||||
Vested (in dollars per share) | 13.96 | ||||||
Forfeited (in dollars per share) | 11.09 | ||||||
Unvested at the end of the period (in dollars per share) | $ 11.97 | $ 11.97 | $ 13.87 | ||||
Share-based compensation expense | $ 332,765 | $ 228,508 | $ 889,114 | 708,703 | |||
Total unrecognized compensation costs related to non-vested stock awards | $ 1,480,089 | $ 1,480,089 | $ 1,246,683 | ||||
Weighted average period over which unrecognized compensation costs is expected to be recognized | 2 years 1 month 6 days | 1 year 3 months 18 days | |||||
Increase (decrease) in share-based compensation | $ 119,817 | $ (31,739) | |||||
Common stock | |||||||
Weighted average grant date fair value | |||||||
Stock offering, maximum sales value | $ 25,000,000 | ||||||
Common stock | ATM Program | |||||||
Weighted average grant date fair value | |||||||
Issuance of common stock (in shares) | 844,207 | ||||||
Proceeds from issuance of common stock | $ 9,337,501 |
Stockholders' Equity and Non-42
Stockholders' Equity and Non-controlling Interests - Computation of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Net income (loss) attributable to Farmland Partners Inc. | $ 70 | $ 624 | $ (412) | $ 575 |
Less: Nonforfeitable distributions allocated to unvested restricted shares | (24) | (19) | (72) | (62) |
Net (loss) income available to common stockholders of Farmland Partners Inc. | $ (841) | $ 492 | $ (2,654) | $ 287 |
Denominator: | ||||
Basic weighted average common shares outstanding (in shares) | 13,683 | 11,154 | 12,663 | 8,872 |
Unvested restricted shares | 4 | 10 | ||
Weighted-average number of common shares - diluted (in shares) | 13,683 | 11,158 | 12,663 | 8,882 |
(Loss) earnings per share attributable to common stockholders - basic | $ (0.06) | $ 0.04 | $ (0.21) | $ 0.03 |
(Loss) earnings per share attributable to common stockholders - diluted | $ (0.06) | $ 0.04 | $ (0.21) | $ 0.03 |
Redeemable OP units | ||||
Numerator: | ||||
Less: Distributions on redeemable non-controlling interests in Operating Partnership | $ (113) | $ (113) | $ (226) | |
Redeemable Preferred OP Units | ||||
Numerator: | ||||
Less: Distributions on redeemable non-controlling interests in Operating Partnership | $ (887) | $ (2,057) |
Stockholders' Equity and Non-43
Stockholders' Equity and Non-controlling Interests - OP units held by the non-controlling interest (Details) - shares | May 25, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Excluded from diluted earnings per share calculation | |||||
Anti-dilutive compensation-related shares outstanding | 188,427 | 142,729 | 188,427 | 137,059 | |
Redeemable OP units | OP units | |||||
Excluded from diluted earnings per share calculation | |||||
Temporary Equity redeemable for cash | 883,724 | ||||
Non-controlling Interests in Operating Partnership | Distributions in Excess of Earnings | OP units | |||||
Excluded from diluted earnings per share calculation | |||||
Weighted average number of OP units | 0 | 883,724 | 470,889 | 388,450 | |
Operating Partnership | Non-controlling Interests in Operating Partnership | |||||
Excluded from diluted earnings per share calculation | |||||
Weighted average number of OP units | 5,839,770 | 3,293,572 | 5,264,991 | 2,584,098 |
Stockholders' Equity and Non-44
Stockholders' Equity and Non-controlling Interests - Equity awards and units outstanding (Details) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 19,722,656 | 16,155,971 |
Restricted shares | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 188,427 | 145,000 |
OP units | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 5,676,869 | 3,293,572 |
Redeemable OP units | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 883,724 | |
Common stock | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 13,857,360 | 11,833,675 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 02, 2016USD ($)a | Sep. 30, 2016a |
Subsequent Events | ||
Area of real estate property | a | 114,119 | |
Subsequent event | ||
Subsequent Events | ||
Area of real estate property | a | 95 | |
Purchase price | $ | $ 562,000 | |
Cash dividend declared | $ | $ 0.1275 | |
Subsequent event | Taubeneck | Illinois | ||
Subsequent Events | ||
Area of real estate property | a | 95 | |
Purchase price | $ | $ 562,000 |