Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 07, 2018 | |
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 | Jun. 30, 2018 | |
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 | 32,867,817 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Land, at cost | $ 974,264 | $ 947,899 |
Grain facilities | 11,533 | 11,463 |
Groundwater | 11,473 | 12,107 |
Irrigation improvements | 52,372 | 51,678 |
Drainage improvements | 11,981 | 9,964 |
Permanent plantings | 52,955 | 52,870 |
Other | 8,247 | 8,245 |
Construction in progress | 13,189 | 8,137 |
Real estate, at cost | 1,136,014 | 1,102,363 |
Less accumulated depreciation | (14,217) | (10,285) |
Total real estate, net | 1,121,797 | 1,092,078 |
Deposits | 84 | 239 |
Cash | 26,414 | 53,536 |
Notes and interest receivable, net | 12,469 | 9,760 |
Deferred offering costs | 430 | 292 |
Deferred financing fees, net | 305 | 348 |
Accounts receivable, net | 3,986 | 6,650 |
Inventory | 420 | 126 |
Prepaid and other assets | 2,185 | 3,057 |
TOTAL ASSETS | 1,168,090 | 1,166,086 |
LIABILITIES | ||
Mortgage notes and bonds payable, net | 533,799 | 514,071 |
Dividends payable | 4,767 | 4,847 |
Derivative liability | 495 | |
Accrued interest | 4,158 | 3,193 |
Accrued property taxes | 1,907 | 1,584 |
Deferred revenue | 7,905 | 3,907 |
Accrued expenses | 1,762 | 2,800 |
Total liabilities | 554,793 | 530,402 |
Commitments and contingencies (See Note 8) | ||
Series B Participating Preferred Stock, $0.01 par value, 100,000,000 shares authorized; 6,037,500 shares issued and outstanding at June 30, 2018, and December 31, 2017 | 144,223 | 144,223 |
Redeemable non-controlling interest in operating partnership, Series A preferred units | 118,755 | 120,510 |
EQUITY | ||
Common stock, $0.01 par value, 500,000,000 shares authorized; 32,867,817 shares issued and outstanding at June 30, 2018, and 33,334,849 shares issued and outstanding at December 31, 2017 | 323 | 329 |
Additional paid in capital | 346,600 | 350,147 |
Retained earnings | 178 | 5,161 |
Cumulative dividends | (39,580) | (31,199) |
Other comprehensive income | (495) | |
Non-controlling interests in operating partnership | 43,293 | 46,513 |
Total equity | 350,319 | 370,951 |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS IN OPERATING PARTNERSHIP AND EQUITY | $ 1,168,090 | $ 1,166,086 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Consolidated Balance Sheets | ||
Series B Participating Preferred Stock, par value | $ 0.01 | $ 0.01 |
Series B Participating Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Series B Participating Preferred Stock, shares issued | 6,037,500 | 6,037,500 |
Series B Participating Preferred Stock, shares outstanding | 6,037,500 | 6,037,500 |
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 | 32,867,817 | 33,334,849 |
Common stock, shares outstanding | 32,867,817 | 33,334,849 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
OPERATING REVENUES: | ||||
Rental income | $ 10,057 | $ 10,471 | $ 19,998 | $ 17,274 |
Tenant reimbursements | 774 | 652 | 1,542 | 756 |
Total operating revenues | 11,419 | 11,460 | 22,627 | 18,609 |
OPERATING EXPENSES | ||||
Depreciation, depletion and amortization | 2,126 | 2,056 | 4,256 | 3,544 |
Property operating expenses | 2,109 | 1,196 | 3,797 | 2,999 |
Acquisition and due diligence costs | 183 | 141 | 698 | |
General and administrative expenses | 1,701 | 2,052 | 3,665 | 4,133 |
Legal and accounting | 284 | 302 | 747 | 701 |
Other operating expenses | 11 | 120 | 11 | 276 |
Total operating expenses | 6,231 | 5,909 | 12,617 | 12,351 |
OPERATING INCOME | 5,188 | 5,551 | 10,010 | 6,258 |
OTHER (INCOME) EXPENSE: | ||||
Other income | (90) | (16) | (171) | (22) |
(Gain) loss on disposition of assets | (143) | 92 | (135) | 92 |
Interest expense | 4,440 | 3,454 | 8,832 | 6,169 |
Total other expense | 4,207 | 3,530 | 8,526 | 6,239 |
Net income before income tax expense | 981 | 2,021 | 1,484 | 19 |
NET INCOME | 981 | 2,021 | 1,484 | 19 |
Net (income) loss attributable to non-controlling interests in operating partnership | (121) | (334) | (183) | 41 |
Net income attributable to the Company | 860 | 1,687 | 1,301 | 60 |
Nonforfeitable distributions allocated to unvested restricted shares | (41) | (37) | (83) | (80) |
Net (loss) income available to common stockholders of Farmland Partners Inc. | $ (2,323) | $ 772 | $ (5,065) | $ (1,775) |
Basic and diluted per common share data: | ||||
Basic net (loss) income available to common stockholders | $ (0.07) | $ 0.02 | $ (0.15) | $ (0.06) |
Diluted net (loss) income available to common stockholders | $ (0.07) | $ 0.02 | $ (0.15) | $ (0.06) |
Basic weighted average common shares outstanding (in shares) | 32,542 | 32,457 | 32,777 | 29,594 |
Diluted weighted average common shares outstanding (in shares) | 32,542 | 32,457 | 32,777 | 29,594 |
Dividends declared per common share | $ 0.1275 | $ 0.1275 | $ 0.2550 | $ 0.2550 |
Crop sales | ||||
OPERATING REVENUES: | ||||
Revenue | $ 331 | $ 175 | $ 410 | $ 437 |
Other revenue | ||||
OPERATING REVENUES: | ||||
Revenue | 257 | 162 | 677 | 142 |
Series A Preferred Units and Series B 6 Percent Participating Preferred Stock | ||||
OTHER (INCOME) EXPENSE: | ||||
Distributions on redeemable non-controlling interests in operating partnership, Series A preferred units and dividends on Series B Participating Preferred Stock | $ (3,142) | $ (878) | $ (6,283) | $ (1,755) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Common stock | Additional Paid-in Capital | Retained Earnings | Cumulative Dividends | Non-controlling interest | Other Comprehensive Income | Total |
Balance at Dec. 31, 2016 | $ 172 | $ 172,100 | $ 4,103 | $ (14,473) | $ 53,692 | $ 215,594 | |
Balance (in shares) at Dec. 31, 2016 | 17,351 | ||||||
Increase (decrease) in shareholders' equity | |||||||
Net income (loss) | 60 | (41) | 19 | ||||
Issuance of stock under the at-the-market offering, net of costs | (104) | (104) | |||||
Grant of unvested restricted stock (in shares) | 206 | ||||||
Stock based compensation | 788 | 788 | |||||
Dividends and distributions accrued or paid | (1,755) | (8,323) | (1,666) | (11,744) | |||
Issuance of stock as partial consideration for business combination | $ 148 | 168,835 | 168,983 | ||||
Issuance of stock as partial consideration for business combination (in shares) | 14,815 | ||||||
Issuance of Common units as partial consideration for business combination | 2,493 | 2,493 | |||||
Issuance of Common units as partial consideration for asset acquisition | 10,033 | 10,033 | |||||
Conversion of Common units to shares of common stock | $ 4 | 4,491 | (4,495) | ||||
Conversion of Common units to shares of common stock (in shares) | 457 | ||||||
Adjustments to non-controlling interest resulting from changes in ownership of the Operating Partnership | (3,219) | 3,219 | |||||
Balance at Jun. 30, 2017 | $ 324 | 342,891 | 2,408 | (22,796) | 63,235 | 386,062 | |
Balance (in shares) at Jun. 30, 2017 | 32,829 | ||||||
Balance at Dec. 31, 2017 | $ 329 | 350,147 | 5,161 | (31,199) | 46,513 | 370,951 | |
Balance (in shares) at Dec. 31, 2017 | 33,334 | ||||||
Increase (decrease) in shareholders' equity | |||||||
Net income (loss) | 1,301 | 183 | 1,484 | ||||
Grant of unvested restricted stock (in shares) | 160 | ||||||
Stock based compensation | 730 | 730 | |||||
Dividends and distributions accrued or paid | (6,284) | (8,381) | (1,168) | (15,833) | |||
Repurchase and cancellation of shares | $ (8) | (6,510) | (6,518) | ||||
Repurchase and cancellation of shares (in shares) | (780) | ||||||
Forfeiture of unvested restricted stock (in shares) | (3) | ||||||
Derivative liability | (495) | (495) | |||||
Conversion of Common units to shares of common stock | $ 2 | 1,543 | (1,545) | ||||
Conversion of Common units to shares of common stock (in shares) | 157 | ||||||
Adjustments to non-controlling interest resulting from changes in ownership of the Operating Partnership | 690 | (690) | |||||
Balance at Jun. 30, 2018 | $ 323 | $ 346,600 | $ 178 | $ (39,580) | $ 43,293 | $ (495) | $ 350,319 |
Balance (in shares) at Jun. 30, 2018 | 32,868 |
Consolidated Statements of Equ6
Consolidated Statements of Equity (Parenthetical) $ in Thousands | Jun. 30, 2017USD ($) |
Increase (decrease) in shareholders' equity | |
Offering costs | $ 60 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income | $ 981 | $ 2,021 | $ 1,317 | $ 1,484 | $ 19 | $ (612) | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation, depletion and amortization | 2,126 | 2,056 | 4,256 | 3,544 | |||
Amortization of deferred financing fees and discounts/premiums on debt | 221 | 103 | |||||
Amortization of net origination fees related to notes receivable | (5) | (5) | |||||
Stock based compensation | 729 | 788 | |||||
(Gain) loss on disposition of assets | (143) | 92 | (135) | 92 | |||
Bad debt expense | 556 | 206 | |||||
Changes in operating assets and liabilities: | |||||||
Decrease in accounts receivable | 2,108 | 1,579 | |||||
(Increase) in interest receivable | (60) | (10) | |||||
Decrease (increase) in other assets | 665 | (492) | |||||
(Increase) decrease in inventory | (295) | 306 | |||||
Increase in accrued interest | 966 | 1,541 | |||||
(Decrease) in accrued expenses | (135) | (14,256) | |||||
Increase in deferred revenue | 3,428 | 4,508 | |||||
Increase in accrued property taxes | 320 | 367 | |||||
Net cash provided by (used in) operating activities | 14,103 | (1,710) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Real estate acquisitions | (26,820) | (91,675) | |||||
Real estate and other improvements | (8,970) | (11,270) | |||||
Principal receipts on notes receivable | 3,469 | ||||||
Casualty loss insurance recovery | (2) | ||||||
Issuance of note receivable | (6,113) | (3,101) | |||||
Proceeds from the sale of property | 2,000 | ||||||
Net cash used in investing activities | (36,436) | (106,046) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Borrowings from mortgage notes payable | 21,000 | 101,790 | |||||
Repayments on mortgage notes payable | (1,218) | ||||||
Common stock repurchased | (6,517) | ||||||
Payment of offering costs | (152) | (274) | |||||
Payment of debt issuance costs | (235) | (659) | |||||
Dividends on common stock | (8,381) | (6,350) | |||||
Dividends on Series A preferred units | (3,510) | (2,915) | |||||
Dividends on Series B participating preferred stock | (4,528) | ||||||
Distributions to non-controlling interests in operating partnership, common | (1,248) | (1,580) | |||||
Net cash (used in) provided by financing activities | (4,789) | 90,012 | |||||
NET DECREASE IN CASH | (27,122) | (17,744) | |||||
CASH, BEGINNING OF PERIOD | 53,536 | 47,166 | |||||
CASH, END OF PERIOD | 26,414 | 29,422 | 26,414 | 29,422 | |||
Cash paid during period for interest | 7,761 | 4,712 | |||||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||||||
Distributions payable, Common units | 4,767 | 4,767 | $ 4,847 | ||||
Additions to real estate improvements included in accrued expenses | 626 | 1,286 | |||||
Financing fees included in accrued expenses | 104 | ||||||
Issuance of equity and contributions from redeemable non-controlling interests and non-controlling interest in operating partnership in conjunction with acquisitions | 181,510 | ||||||
Deferred offering costs amortized through equity in the period | 104 | ||||||
Real estate acquisition costs included in accrued expenses | 1 | ||||||
Property tax liability assumed in acquisitions | 5 | ||||||
Offering costs included in accrued expenses | 31 | ||||||
Common stock | |||||||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||||||
Distributions payable, Common units | $ 4,191 | $ 4,186 | 4,191 | 4,186 | |||
Series A Preferred Units | |||||||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||||||
Distributions payable, preferred units | 1,755 | 1,755 | |||||
Common Unit Holders | |||||||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||||||
Distributions payable | $ 584 | $ 812 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018, the Company owned a portfolio of approximately 165,000 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 June 30, 2018, the Company owned an 87.9% 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 (“Common units”), Series A preferred units of limited partnership interest in the Operating Partnership (“Series A preferred units”) and Series B participating preferred units of limited partnership interest in the Operating Partnership (“Series B participating preferred units”)). Unlike holders of the Company’s common stock, holders of Common units and Series A preferred units do not have voting rights or the power to direct our affairs. On August 17, 2017, the Company issued 6,037,500 shares of its newly designated 6.00% Series B Participating Preferred Stock, $0.01 par value per share (the “Series B Participating Preferred Stock”) in an underwritten public offering. Shares of Series B Participating Preferred Stock, which represent equity interests in the Company, generally have no voting rights and rank senior to the Company’s common stock with respect to dividend rights and rights upon liquidation (See “Note 9—Stockholders’ Equity—Series B Participating Preferred Stock” for more information on the Series B Participating Preferred Stock). The Company elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended December 31, 2014. On March 16, 2015, the Company formed FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), as a taxable REIT subsidiary. The TRS was formed to provide volume purchasing services to the Company’s tenants and also to operate a small-scale custom farming business. As of June 30, 2018, the TRS performs these custom farming operations on 625 acres of farmland owned by the Company located in Florida. AFCO Mergers On February 2, 2017, the Company completed a merger with American Farmland Company (“AFCO”), at which time one of the Company’s wholly owned subsidiaries was merged with and into American Farmland Company L.P. (“AFCO OP”) with AFCO OP surviving as a wholly owned subsidiary of the Operating Partnership (the “Partnership Merger”), and AFCO merged with and into another one of our wholly owned subsidiaries with such wholly owned subsidiary surviving (the “Company Merger” and together with the Partnership Merger, the “AFCO Mergers”). At the effective time of the Company Merger, each share of common stock of AFCO, par value $0.01 per share (“AFCO Common Stock”), issued and outstanding immediately prior to the effective time of the Company Merger (other than any shares of AFCO Common Stock owned by any wholly owned subsidiary of AFCO or by the Company or the Operating Partnership or any wholly owned subsidiary of the Company or the Operating Partnership), was automatically converted into the right to receive, subject to certain adjustments, 0.7417 shares of the Company’s common stock (the “Company Merger Consideration”). In addition, in connection with the Company Merger, each outstanding AFCO restricted stock unit that had become fully earned and vested in accordance with its terms was, at the effective time of the Company Merger, converted into the right to receive the Company Merger Consideration. The Company issued 14,763,604 shares of its common stock as consideration in the Company Merger, 17,373 shares of its common stock in respect of fully earned and vested AFCO restricted stock units, and 218,535 Common units in connection with the Partnership Merger at a share price of $11.41 per share on the date of the merger for a total consideration of $171.1 million, net of $75.0 million in assumed debt. Principles of Consolidation The accompanying consolidated financial statements for the periods ended June 30, 2018 and 2017 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 consolidated financial statements for the three and six months ended June 30, 2018 and 2017 is unaudited. The accompanying financial statements for the three and six months ended June 30, 2018 and 2017 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 consolidated financial statements for the year ended December 31, 2017, 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 2, 2018. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of actual operating results for the entire year ending December 31, 2018. The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Real Estate Acquisitions When the Company acquires farmland where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets it is not considered a business. As such, the Company accounts for these types of acquisitions as asset acquisitions. When substantially all of the fair value of the gross assets acquired is not concentrated in a single identifiable asset or a group of similar assets and contains acquired inputs, processes and outputs, these acquisitions are accounted for as business combinations. The Company considers single identifiable assets as tangible assets that are attached to and cannot be physically removed and used separately from another tangible asset without incurring significant cost or significant diminution in utility or fair value. The Company considers similar assets as assets that have a similar nature and risk characteristics. Whether the Company’s acquisitions are treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the fair value of the purchase price is allocated among the assets acquired and any liabilities assumed by valuing the property as if it was vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, permanent plantings and any liabilities, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition. Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements, groundwater, permanent plantings (bushes, shrubs, vines and perennial crops) and grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets by valuing the land as if it were unimproved. The Company values improvements, including permanent plantings and grain facilities, at replacement cost, adjusted for depreciation. Management’s estimates of land value are made using a comparable sales analysis. Factors considered by management in its analysis of land value include soil types and water availability and the sales prices of comparable farms. Management’s estimates of groundwater value are made using historical information obtained regarding the applicable aquifer. Factors considered by management in its analysis of groundwater value are related to the location of the aquifer and whether or not the aquifer is a depletable resource or a replenishing resource. If the aquifer is a replenishing resource, no value is allocated to the groundwater. The Company includes an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed. When above or below market leases are acquired, the Company values the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on the accompanying consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases. As of June 30, 2018 and December 31, 2017, the Company had $1.4 million and $1.4 million, respectively, recorded for tenant relationship intangibles, net of accumulated amortization of $0.8 million and $0.6 million, respectively. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company’s evaluation of the specific characteristics of each tenant’s lease, availability of replacement tenants, probability of lease renewal, estimated down time and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships are included as an intangible asset and will be amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including (i) above and below market leases, (ii) in-place lease values, and (iii) tenant relationships, would be recorded to revenue or expense as appropriate. The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition. If the asset acquisition is abandoned, the capitalized asset acquisition costs are expensed to acquisition and due diligence costs in the period of abandonment. Costs associated with a business combination are expensed to acquisition and due diligence costs as incurred. During the three and six months ended June 30, 2018, the company did not expense any costs in relation to business combinations. Total consideration for acquisitions may include a combination of cash and equity securities. When equity securities are issued, the Company determines the fair value of the equity securities issued based on the number of shares of common stock and Common units issued multiplied by the price per share of the Company’s common stock on the date of closing in the case of common stock and Common units and by liquidation preference in the case of preferred stock and preferred units. Using information available at the time of business combination, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition. Real Estate Sales We recognize gains from the sales of real estate assets, generally at the time the title is transferred, consideration is received and we no longer have substantial continuing involvement with the real estate sold. Allowance for Doubtful Accounts The Company records an allowance for doubtful accounts, reducing the receivables balance to an amount we estimate is collectible from our customers. Estimates used in determining the allowance for doubtful accounts are based on historical collection experience, current trends, aging of accounts receivable and periodic credit evaluations of our customers’ financial condition. We write off accounts receivable when it becomes apparent, based upon age or customer circumstances, that such amounts will not be collected. As of June 30, 2018 and December 31, 2017, we have an allowance of $0.8 million and $0.5 million, 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 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. The cost of harvested crop was $0.0 million and $0.0 million, and $0.2 million and $0.2 million, respectively, for the three and six months ended June 30, 2018 and 2017. Harvested crop inventory includes costs accumulated both during the growing and harvesting phases and are stated at the lower of those costs or the estimated net realizable value, which is the market price, based upon the nearest market in the geographic region, less any cost of disposition. Cost of disposition includes broker’s commissions, freight and other marketing costs. General inventory, such as fertilizer, seeds and pesticides, is valued at the lower of cost or market. As of June 30, 2018 and December 31, 2017 inventory consisted of the following: (in thousands) June 30, 2018 December 31, 2017 Harvested crop $ 125 $ 126 Growing crop 142 — General inventory 153 — $ 420 $ 126 Hedge Accounting ASC 815 requires the Company to recognize all of its derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the consolidated statements of operations during the period. The Company uses derivative instruments to manage certain interest rate risks. More specifically, interest rate swaps are entered into to manage the risk associated with the Company’s floating-rate borrowings when such risk management is deemed appropriate by the Company’s management and a fixed interest rate is not available or not economical, or when it is contractually required by a lender. In accordance with ASC 815, the Company designates interest rate swaps as cash flow hedges of said floating-rate borrowings. The Company entered into an interest rate swap effective April 1, 2018 and chose to early adopt ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities effective on that date. As a result of the adoption of ASU 2017-12 the entire change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of shareholders’ equity in the Company’s consolidated balance sheets. The Company has entered into an interest rate swap agreement to manage interest rate risk exposure. An interest rate swap agreement utilized by the Company effectively modifies the Company’s exposure to interest rate risk by converting the Company’s floating-rate debt to a fixed rate basis for the next five years on 50% of the currently outstanding amount to Rabobank, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. As of June 30, 2018, the total notional amount of the Company’s receive-variable/pay-fixed interest rate swap was $33.2 million. For a summary of the fair value and related disclosures in relation to hedge accounting, please refer to “Note 10 – Hedge Accounting.” New or Revised Accounting Standards Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: (Topic 606) (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. ASU 2014-09 implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The Company completed its assessment of the impact of this guidance and determined that the primary impact relates to reporting crop sales revenue separately from other revenue the Company records in relation to interest income received from the Company’s loan program on the Consolidated Statements of Operations. There was no cumulative effect to retained earnings upon adoption. The majority of the Company’s contracts with customers relate to leases that fall within the scope of ASC 840 and ASU No. 2016-02, Leases: (Topic 842) (“ASU 2016-02”). In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 is intended to reduce diversity in practice across all industries. The amendments in this update provide guidance 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, and retrospective restatement is required. Early adoption is permitted. The Company has assessed the impact and determined that the only impact would be to separately recognize cash receipts from casualty insurance claims on damaged company assets. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is intended to improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and reduce the complexity of and simplify the application of hedge accounting by preparers. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 with early application permitted in any interim period after the issuance of the updated guidance. The Company entered into an interest rate swap effective April 1, 2018 and as such chose to early adopt the new guidance effective April 1, 2018. The impact on the Company is set out in the accounting policies above and in “Note 10 – Hedge Accounting.” Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases: (Topic 842) (“ASU 2016-02”) which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. While the Company is still completing its assessment of the impact of this guidance, the following is anticipated to reflect the primary effects of this guidance on the Company’s reporting: (i) For leases in which the Company is the lessee, the Company does not expect the guidance to have a material impact as there are only two operating leases for office space and for subleased property in Nebraska. Once of these leases has terms less than 12 months, and the Company will elect not to apply the recognition requirements of ASU 2016-02. The Company will record a right-of-use asset and a lease liability for the second lease that has a term greater than 12 months, but the Company does not expect it to have a significant impact on the consolidated financial statements; (ii) For leases in which the Company is the lessor, the Company does not expect there to be a material impact as the majority of the Company’s leases do not contain a non-lease component. While the Company is expecting there to be other ancillary impacts for leases in which the Company is the lessor, they are not expected to be material to the consolidated financial statements. Under the new guidance, lease procurement costs that were previously capitalized will be expensed as incurred. Lastly, under the new guidance, there are certain circumstances in which buyer-lessors in sale and leaseback transactions could potentially result in recording the transaction as a financial receivable if such transaction fails sale and leaseback criteria, which the Company is still evaluating. The standard is effective for annual and interim reporting periods beginning after December 15, 2018, with modified retrospective restatement for each reporting period presented at the time of adoption. Early adoption is permitted. The Company has not yet determined whether this guidance will be early adopted. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2018 | |
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 remaining 50% of the lease payment due in the second half of the year. Rental income is recorded on a straight-line basis over the lease term. The lease term generally includes periods when a tenant: (1) may not terminate its lease obligation early; (2) may terminate its lease obligation early in exchange for a fee or penalty that the Company considers material enough such that termination would not be probable; (3) possesses renewal rights and the tenant’s failure to exercise such rights imposes a penalty on the tenant material enough such that renewal appears reasonably assured; or (4) possesses bargain renewal options for such periods. Payments received in advance are included in deferred revenue until they are earned. Certain of the Company’s leases provide for a rent payment determined as a percentage of the gross farm proceeds (contingent rent). Revenue under leases providing for a payment equal to a percentage of the gross farm proceeds are recorded at the guaranteed crop insurance minimums and recognized ratably over the lease term during the crop year. Upon notification from the grain or packing facility that a future contract for delivery of the harvest has been finalized or when the tenant has notified the Company of the total amount of gross farm proceeds, revenue is recognized for the excess of the actual gross farm proceeds and the previously recognized minimum guaranteed insurance. Contingent rent recognized for the three and six months ended June 30, 2018 and 2017 totaled $0.6 million and $1.2 million, and $1.4 million and $2.0 million, respectively. Most of our farming leases range from two to three years for row crops and one to seven years for permanent crops. Leases in place as of June 30, 2018 have terms ranging from one to 25 years. Payments received in advance are included in deferred revenue until they are earned. As of June 30, 2018 and December 31, 2017, the Company had $7.9 million and $ 3.9 million , respectively, in deferred revenue. The following sets forth a summary of rental income recognized for the three months ended June 30, 2018 and 2017: Rental income recognized For the three months ended For the six months ended June 30, June 30, (in thousands) 2018 2017 2018 2017 Leases in effect at the beginning of the year $ 5,487 $ 2,958 $ 13,680 $ 6,160 Leases entered into during the year 4,570 7,513 6,318 11,114 $ 10,057 $ 10,471 $ 19,998 $ 17,274 Future minimum lease payments from tenants under all non-cancelable leases in place as of June 30, 2018, including lease advances, when contractually due, but excluding, crop share and tenant reimbursement of expenses for the remainder of 2018 and each of the next four years and thereafter as of June 30, 2018 are as follows: (in thousands) Future rental Year Ending December 31, payments 2018 (remaining six months) $ 13,035 2019 27,633 2020 15,938 2021 3,952 2022 916 Thereafter 3,268 $ 64,742 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 or packing facility and title has transferred. Revenues from the sale of harvested crops totaling $ 0.3 million and $ 0.4 million, and $0.2 million and $0.4 million were recognized for the three and six months ended June 30, 2018 and 2017, respectively. Harvested crops delivered under marketing contracts are recorded using the fixed price of the marketing contract at the time of delivery to a grain facility. Harvested crops delivered without a marketing contract are recorded using the market price at the date the harvested crop is delivered to the grain facility and title has transferred. |
Concentration Risk
Concentration Risk | 6 Months Ended |
Jun. 30, 2018 | |
Concentration Risk | |
Concentration Risk | Note 3—Concentration Risk Credit Risk For the three and six months ended June 30, 2018, the Company had one significant tenant representing a tenant concentration as presented in the table below. If the Company’s significant tenant fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be re-leased on satisfactory terms, there could be a material adverse effect on the Company’s financial performance and the Company’s ability to continue operations. Rental income received is recorded on a straight-line basis over the applicable lease term. The following table presents the amount of the rental income and percentage of the Company’s total rental income received from the Company’s significant tenant. Rental income recognized Rental income recognized For the three months ended June 30, For the six months ended June 30, ($ in thousands) 2018 2017 2018 2017 Tenant A $ 1,111 11.0 % $ 1,201 11.3 % $ 2,215 11.1 % $ 1,978 11.5 % (1) Tenant A is a tenant who is currently leasing a number of permanent crop farms in California . Geographic Risk The following table summarizes the percentage of approximate total acres owned as of June 30, 2018 and 2017 and the percentage of rental income recorded by the Company for the three and six months ended June 30, 2018 and 2017 by region: Approximate % Rental Income (1) of total acres For the three months ended For the six months ended As of June 30, June 30, June 30, Location of Farm (2) 2018 2017 2018 2017 2018 2017 Cornbelt 28.7 % 30.8 % 36.6 % 32.7 % 36.8 % 36.7 % Delta and South 17.6 % 18.8 % 10.3 % 14.2 % 10.4 % 13.3 % High Plains 19.0 % 20.4 % 8.6 % 8.9 % 8.5 % 9.7 % Southeast 27.7 % 25.8 % 24.1 % 22.3 % 24.5 % 20.2 % West Coast 7.0 % 4.2 % 20.4 % 21.9 % 19.8 % 20.1 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % (1) Due to regional disparities in the use of leases with crop share components and seasonal variations in the recognition of crop share revenue, regional comparisons by rental income are not fully representative of each region’s income producing capacity until a full year is taken into account. (2) Corn Belt includes farms located in Illinois, Michigan and eastern Nebraska. Delta and South includes farms located in Arkansas, Louisiana and Mississippi. High Plains includes farms located in Colorado, Kansas, western Nebraska, South Dakota and Texas. Southeast includes farms located in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. West Coast includes farms located in California. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions On July 21, 2015, the Company entered into a lease agreement with American Agriculture Aviation LLC (“American Ag Aviation”) for the use of a private plane. American Ag Aviation is a Colorado limited liability company that is owned 100% by Mr. Pittman. The Company incurred costs of $0.04 million and $0.07 million, and $0.05 million and $0.1 million, respectively, during the three and six months ended June 30, 2018 and 2017 from American Ag Aviation for use of the aircraft in accordance with the lease agreement. These costs were recognized based on the nature of the associated use of the aircraft, as follows: (i) general and administrative - expensed as general and administrative expenses within the Company’s consolidated statements of operations; (ii) land acquisition (accounted for as an asset acquisition) - allocated to the acquired real estate assets within the Company’s consolidated balance sheets; and (iii) land acquisition (accounted for as a business combination) - expensed as acquisition and due diligence costs within the Company’s consolidated statements of operations. |
Real Estate
Real Estate | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate | |
Real Estate | Note 5—Real Estate During the six months ended June 30, 2018, the Company completed 4 acquisitions that were accounted for as asset acquisitions in the Cornbelt and Southeast regions. Consideration totaled $26.8 million and consisted of cash. No intangible assets were acquired through these acquisitions. During the six months ended June 30, 2018, no acquisitions were accounted for as business combinations. During the six months ended June 30, 2018 the Company sold one property in the High Plains region for proceeds of $2.0 million and a recognized gain of $0.2 million. During the six months ended June 30, 2017, the Company completed 15 acquisitions that were accounted for as asset acquisitions in the Cornbelt, Southeast, High Plains, Delta + South, and West Coast regions. Consideration totaled $111.6 million and was comprised of both cash and Common Units. No intangible assets were acquired through these acquisitions. During the six months ended June 30, 2017, the Company completed one acquisition, the AFCO Mergers, that was accounted for as a business combination. The accounting for the AFCO Mergers has been completed, and the following outlines the impact of the completion of the AFCO Mergers: ($ in thousands) Land, at cost $ 181,072 Irrigation improvements 26,155 Permanent plantings 48,513 Buildings 1,499 In-place leases (1) 1,139 Lease origination costs 264 Cash 3,832 Other 1,831 Inventory 99 Deferred revenue (4,434) Other liabilities (13,826) 246,144 Mortgage notes and bonds payable, net (75,000) Total Consideration $ 171,144 (1) Weighted average amortization period of the in-place lease liability is 3 years. The unaudited pro forma information presented below does not purport to represent what the actual results of operations of the Company would have been had the business combination outlined above occurred as of the beginning of the periods presented, nor does it purport to predict the results of operations of future periods. The unaudited following table sets forth pro forma information as if the real estate acquired in the business combination during the three and six months ended June 30, 2017 had been acquired as of January 1, 2017. For the three months ended For the six months ended ($ in thousands) June 30, June 30, Pro forma 2017 2016 2017 2016 Revenue $ 11,460 $ 6,031 $ 18,609 $ 10,723 Pro forma estimate (1) - 4,305 993 7,098 Total operating revenue $ 11,460 $ 10,336 $ 19,602 $ 17,821 Net loss $ 2,021 $ 1,317 $ 19 $ (612) Pro forma estimate - 2,742 (367) 1,710 Total net loss $ 2,021 $ 4,059 $ (348) $ 1,098 Net income available to common stockholders of Farmland Partners Inc. $ 773 $ 1,915 $ (2,042) $ (377) Earnings per share basic and diluted Income per basic share attributable to common stockholders $ 0.02 $ 0.07 $ (0.06) $ (0.01) Income per diluted share attributable to common stockholders $ 0.02 $ 0.07 $ (0.06) $ (0.01) Weighted-average number of common shares - basic 31,927 26,598 31,927 26,598 Weighted-average number of common shares - diluted 31,927 26,598 31,927 26,598 (1) Represents a linear extrapolation of revenues over the three and six months ended June 30, 2017 and therefore does not take into account the irregularity of certain of the Company’s revenue components, such as crop share lease payments. Prudential Termination Agreement On February 18, 2017, the Company entered into a Termination Agreement (the “Termination Agreement”) with Prudential Capital Mortgage Company (the “Prudential Sub-Advisor”) pursuant to which the Company and the Prudential Sub-Advisor agreed to terminate, effective as of March 31, 2017, the Amended and Restated Sub-Advisory Agreement (the “Sub-Advisory Agreement”), dated as of October 23, 2015, by and among American Farmland Company, American Farmland Advisors, American Farmland Company L.P. and Prudential, and certain related property management agreements (together with the Sub-Advisory Agreement, the “Prudential Agreements”). The Termination Agreement provided that, as of March 31, 2017, Prudential no longer provides services to the Company under the Prudential Agreements. The Company paid the Prudential Sub-Advisor $1.6 million in cash, which is equal to the fee that would have been owed to Prudential for services through the quarter ended March 31, 2017, plus a termination fee of approximately $0.2 million. The statements of operations impact to the Company for the six months ended June 30, 2017 totaled $0.7 million, which is included in property operating expenses, with the remaining $0.9 million being included in the accruals as a component of the purchase accounting surrounding the AFCO Mergers as this represented the costs incurred by AFCO prior to the AFCO Mergers. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2018 | |
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 $100,000 or more at fixed interest rates with maturities of up to six years. The Company expects the borrower to repay the loans in accordance with the loan agreements based on farming operations and access to other forms of capital, as permitted. In addition to loans made under the FPI Loan Program, the Company, on certain occasions, makes short-term loans to tenants secured by collateral other than real estate, such as growing crops, equipment or inventory, when the Company believes such loans will ensure the orderly completion of farming operations on a property owned by the Company for a given crop year and other credit is not available to the borrower. Notes receivable are stated at their unpaid principal balance and include unamortized direct origination costs and accrued interest through the reporting date, less any allowance for losses and unearned borrower paid points. As of June 30, 2018 and December 31, 2017, the Company had the following notes receivable: ($ in thousands) Principal Outstanding as of Maturity Loan Payment Terms June 30, 2018 December 31, 2017 Date Mortgage Note (1) Principal & interest due at maturity $ 1,800 $ 1,800 1/15/2017 Mortgage Note (2) Principal & interest due at maturity 240 240 3/16/2022 Mortgage Note (2) Principal due at maturity & interest due monthly 2,194 2,194 3/16/2022 Mortgage Note (6) Principal & interest due at maturity 1,647 1,647 3/1/2020 Mortgage Note (3) Principal & interest due at maturity - 100 1/31/2018 Mortgage Note (4) Principal due at maturity & interest paid in advance - 669 2/15/2018 Mortgage Note (5) Principal due at maturity & interest paid in advance - 2,700 1/29/2018 Mortgage Note Principal & interest due at maturity 5,250 - 8/19/2020 Mortgage Note (7) Principal & interest due at maturity 116 - 12/31/2018 Line of Credit (8) Principal & interest due at maturity 747 - 11/15/2018 Total outstanding principal 11,994 9,350 Points paid, net of direct issuance costs - (6) Interest receivable (net prepaid interest) 612 461 Provision for interest receivable (137) (45) Total notes and interest receivable $ 12,469 $ 9,760 (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. On July 28, 2017, the Company notified the borrower of default under the Promissory Note. The Company currently believes that collectability is reasonably assured as the fair value of the mortgaged farm is greater than the amount owed under the loan. (2) The original note was renegotiated and a second note was entered into simultaneously with the borrower during the three months ended March 31, 2017. The notes include mortgages on two additional properties in Colorado that include repurchase options for the properties at a fixed price that are exercisable between the second and fifth anniversary of the notes by the borrower. (3) The note was fully settled and outstanding amounts paid on the maturity date of January 1, 2018. (4) The note was fully settled and outstanding amounts paid on the maturity date of February 2, 2018. (5) The note was fully settled and outstanding amounts paid on the closing of an acquisition in North Carolina, which was completed on January 12, 2018. (6) On April 17, 2018, the Company amended the loan to extend the term of the loan through March 1, 2020 and increased the interest rate to 7.5% per annum. (7) On April 2, 2018, the Company entered into a loan secured against farm equipment. (8) On April 2, 2018, the Company entered into a line of credit relationship with a tenant farmer with this line of credit secured against growing crops on the farms farmed by the tenant. The collateral for the mortgage notes receivable consists of real estate, personal property and improvements present on such real estate. 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 June 30, 2018 and December 31, 2017, the fair value of the notes receivable was $12.5 million and $9.4 million, respectively. |
Mortgage Notes, Lines of Credit
Mortgage Notes, Lines of Credit and Bonds Payable | 6 Months Ended |
Jun. 30, 2018 | |
Mortgage Notes, Lines of Credit and Bonds Payable | |
Mortgage Notes, Lines of Credit and Bonds Payable | Note 7—Mortgage Notes, Lines of Credit and Bonds Payable As of June 30, 2018 and December 31, 2017, the Company had the following indebtedness outstanding: Book Annual Value of ($ in thousands) Interest Principal Collateral Rate as of Outstanding as of as of June 30, June 30, December 31, Maturity June 30, Loan Payment Terms Interest Rate Terms 2018 2018 2017 Date 2018 Farmer Mac Bond #6 Semi-annual interest only 3.69% 3.69% $ 14,915 $ 14,915 April 2025 $ 22,009 Farmer Mac Bond #7 Semi-annual interest only 3.68% 3.68% 11,160 11,160 April 2025 18,569 Farmer Mac Bond #8A Semi-annual interest only 3.20% 3.20% 41,700 41,700 June 2020 80,989 Farmer Mac Bond #9 Semi-annual interest only 3.35% 3.35% 6,600 6,600 July 2020 7,814 MetLife Term Loan #1 (1) Semi-annual interest only 3.48% adjusted every three years 3.48% 90,000 90,000 March 2026 199,841 MetLife Term Loan #2 Semi-annual interest only 2.66% adjusted every three years 2.66% 16,000 16,000 March 2026 31,753 MetLife Term Loan #3 Semi-annual interest only 2.66% adjusted every three years 2.66% 21,000 21,000 March 2026 27,523 MetLife Term Loan #4 (1) Semi-annual interest only 3.48% adjusted every three years 3.48% 15,685 15,685 June 2026 31,108 MetLife Term Loan #5 Semi-annual interest only 3.26% adjusted every three years 3.26% 8,379 8,379 January 2027 13,947 MetLife Term Loan #6 Semi-annual interest only 3.21% adjusted every three years 3.21% 27,158 27,158 February 2027 56,861 MetLife Term Loan #7 Semi-annual interest only 3.45% adjusted every three years 3.45% 21,253 21,253 June 2027 48,468 MetLife Term Loan #8 Semi-annual interest only 4.12% adjusted every three years 4.12% 44,000 44,000 December 2042 110,042 MetLife Term Loan #9 Semi-annual interest only 4.19% adjusted every three years 4.19% 21,000 — May 2028 40,193 Farm Credit of Central Florida (2) LIBOR + 2.6875% adjusted monthly 4.81% 5,102 5,102 September 2023 10,227 Prudential (3) 3.20% 3.20% 5,263 6,481 July 2019 10,536 Rabobank Semi-annual interest only LIBOR + 1.70% adjustable every three years 3.70% 66,400 66,400 March 2028 138,463 Rutledge Note Payable #1 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 25,000 25,000 January 2022 46,332 Rutledge Note Payable #2 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 25,000 25,000 January 2022 39,749 Rutledge Note Payable #3 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 25,000 25,000 January 2022 57,957 Rutledge Note Payable #4 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 15,000 15,000 January 2022 29,170 Rutledge Note Payable #5 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 30,000 30,000 January 2022 86,327 Total outstanding principal 535,615 515,833 $ 1,107,878 Debt issuance costs (1,816) (1,762) Total mortgage notes and bonds payable, net $ 533,799 $ 514,071 (1) During the year ended December 31, 2017, the Company converted the interest rate on Metlife Term Loans 1 and 4 from variable to fixed rates for a term of three years. Once the term expires, the new rate will be determined based on the loan agreements. (2) Loan is an amortizing loan with quarterly interest payments that commenced on January 1, 2017 and quarterly principal payments that commence on October 1, 2018, with all remaining principal and outstanding interest due at maturity. (3) Loan is an amortizing loan with semi-annual principal and interest payments that commence on July 1, 2017, with all remaining principal and outstanding interest due at maturity. Farmer Mac Facility 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 of up to 60%. Prepayment of each bond issuance is not permitted unless otherwise agreed upon by all parties to the Bond Purchase Agreement. On September 5, October 23, November 24 and December 15, 2017, the Company repaid $20.7 million, $5.5 million, $10.7 million and $44.3 million, respectively, in principal which was due and payable on those dates, and as a result these facilities have been fully repaid. As of June 30, 2018 and December 31, 2017, the Operating Partnership had approximately $74.4 million and approximately $74.4 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 requirement. The Company was in compliance with all applicable covenants at June 30, 2018. 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. MetLife Term Loans On March 29, 2016, five wholly owned subsidiaries of the Operating Partnership entered into a loan agreement (the “First MetLife Loan Agreement” and together with the Second MetLife Loan Agreement, the “MetLife Loan Agreements”) with Metropolitan Life Insurance Company (“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, Term Loan 5, Term Loan 6 and Term Loan 7 described below, the “MetLife Term Loans”). The proceeds of the Initial MetLife Term Loans were used to repay existing debt (including amounts outstanding under the Bridge Loan), to acquire additional properties and for general corporate purposes. Each Initial MetLife Term Loan is collateralized by first lien mortgages on certain of the Company’s properties. On June 29, 2016, five wholly owned subsidiaries of the Operating Partnership entered into a loan agreement (the “Second MetLife Loan Agreement”) with MetLife, which provides for a loan of approximately $15.7 million to the Company with a maturity date of June 29, 2026 (“Term Loan 4”). Interest on Term Loan 4 is payable semi-annually and accrues at a floating rate that will be adjusted quarterly to a rate per annum equal to the greater of (a) the three-month LIBOR plus an initial floating rate spread of 1.750%, which may be adjusted by MetLife on each of September 29, December 29, March 29 and June 29 of each year or (b) 2.00% per annum. Effective March 29, 2017, the Company exercised its option to convert the interest rate on Term Loan 4 from a floating rate to an adjustable rate. The new adjustable rate is 3.48%, which may be adjusted by MetLife on each of March 29, 2020 and March 29, 2023. Proceeds from Term Loan 4 were used to acquire additional properties and for general corporate purposes. Interest on Term Loan 1 is payable semi-annually and accrues at a floating rate that will be adjusted quarterly to a rate per annum equal to the greater of (a) the three-month LIBOR plus an initial floating rate spread of 1.750%, which may be adjusted by MetLife on each of March 29, 2019, March 29, 2022 and March 29, 2025 to an interest rate consistent with interest rates quoted by MetLife for substantially similar loans secured by real estate substantially similar to the Company’s properties securing Term Loan 1 or (b) 2.000% per annum. Effective March 29, 2017, the Company exercised its option to convert the interest rate on Term Loan 4 from a floating rate to an adjustable rate. The new adjustable rate is 3.48%, which may be adjusted by MetLife on each of March 29, 2020 and March 29, 2023. Subject to certain conditions, the Company may at any time during the term of Term Loan 1 elect to have all or any portion of the unpaid balance of Term Loan 1 bear interest at a fixed rate that is initially established by the lender in its sole discretion that may be adjusted from time to time to an interest rate consistent with interest rates quoted by MetLife for substantially similar loans secured by real estate substantially similar to the Company’s properties securing Term Loan 1. On any floating rate adjustment date, the Company may prepay any portion of Term Loan 1 that is not subject to a fixed rate without penalty. Interest on Term Loan 2 and Term Loan 3 is payable semi-annually and accrues at an initial rate of 2.66% per annum, which may be adjusted by MetLife on each of March 29, 2019, March 29, 2022 and March 29, 2025 to an interest rate consistent with interest rates quoted by MetLife for substantially similar loans secured by real estate substantially similar to the Company’s properties securing Term Loan 2 and Term Loan 3. Subject to certain conditions, amounts outstanding under Term Loan 2 and Term Loan 3, as well as any amounts outstanding under Term Loan 1 that are subject to a fixed interest rate, may be prepaid without penalty up to 20% of the original principal amounts of such loans per year or in connection with any rate adjustments. Any other prepayments under the Initial MetLife Term Loans generally are subject to a minimum prepayment premium of 1.00%. In connection with the Initial MetLife Term Loans, on March 29, 2016, the Company and the Operating Partnership each entered into a separate guaranty (the “Initial MetLife Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the First MetLife Loan Agreement. In connection with the Term Loan 4, on June 29, 2016, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 4 Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Second MetLife Loan Agreement. On January 12, 2017, five wholly owned subsidiaries of the Operating Partnership entered into a loan agreement (the “Fifth MetLife Loan Agreement”) with MetLife, which provides for a loan of approximately $8.4 million to the Company with a maturity date of January 12, 2027 (“Term Loan 5”). Interest on Term Loan 5 is payable semi-annually and accrues at a 3.26% per annum fixed rate, and it may be adjusted by MetLife on each of January 12, 2020, January 12, 2023 and January 12, 2026 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 5 were used to acquire additional properties and for general corporate purposes. In connection with the Term Loan 5, on January 12, 2017, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 5 Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Fifth MetLife Loan Agreement. On February 14, 2017, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “Sixth MetLife Loan Agreement”) with MetLife, which provides for a loan of approximately $27.2 million to the Company with a maturity date of February 14, 2027 (“Term Loan 6”). Interest on Term Loan 6 is payable semi-annually and accrues at a 3.21% per annum fixed rate, and it may be adjusted by MetLife on each of February 14, 2020, February 14, 2023 and February 14, 2026 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 6 were used to acquire additional properties. In connection with the Term Loan 6, on February 14, 2017, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 6 Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Sixth MetLife Loan Agreement. On June 7, 2017, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “Seventh MetLife Loan Agreement”) with MetLife, which provides for a loan of approximately $21.3 million to the Company with a maturity date of June 7, 2027 (“Term Loan 7”). Interest on Term Loan 7 is payable semi-annually and accrues at a 3.45% per annum fixed rate, and it may be adjusted by MetLife on each of June 7, 2020, June 7, 2023 and June 7, 2026 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 7 were used to acquire additional properties. In connection with the Term Loan 7, on June 7, 2017, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 7 Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Seventh MetLife Loan Agreement. On November 30, 2017, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “Eighth MetLife Loan Agreement”) with MetLife, which provides for a loan of approximately $44.0 million to the Company with a maturity date of December 5, 2042 (“Term Loan 8”). Interest on Term Loan 8 is payable semi-annually and accrues at a 4.12% per annum fixed rate, and it may be adjusted by MetLife on each of December 5, 2027 and December 5, 2037 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 8 were used to acquire additional properties. In connection with the Term Loan 8, on December 5, 2017, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 8 Guaranties”) whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee all of the borrowers’ obligations under the Eighth MetLife Loan Agreement. On June 6, 2018, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “Ninth MetLife Loan Agreement”) with MetLife, which provides for a loan of approximately $21.0 million to the Company with a maturity date of May 21, 2028 (“Term Loan 9”). Interest on Term Loan 9 is payable semi-annually and accrues at a 4.19% per annum fixed rate, and it may be adjusted by MetLife on each of May 5, 2021, May 5, 2024 and May 5, 2027 at the option of the Lender to a rate that is consistent with similar loans. Proceeds from Term Loan 9 were used to acquire additional properties and for general corporate purposes. In connection with the Term Loan 9, on June 6, 2018, the Company and the Operating Partnership each entered into a separate guaranty (the “Term Loan 9 Guaranties” and together with the Initial MetLife Guaranties, the Term Loan 4 Guaranties, the Term Loan 5 Guaranties, the Term Loan 6 Guaranties, the Term Loan 7 Guaranties and the Term Loan 8 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 Ninth 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 Guaranties also contain a number of customary affirmative and negative covenants. The Company was in compliance with all covenants under the MetLife Term Loans as of June 30, 2018. 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 collateralize the MetLife Term Loans. Farm Credit of Central Florida Mortgage Note On August 31, 2016, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “Farm Credit Mortgage Note”) with Farm Credit of Central Florida (“Farm Credit”), which provides for a loan of approximately $8.2 million to the Company with a maturity date of September 1, 2023. As of June 30, 2018 and December 31, 2017, approximately $5.1 million had been drawn down under this facility. Interest on Farm Credit Mortgage Note is payable quarterly and accrues at a floating rate that will be adjusted monthly to a rate per annum equal to the one-month LIBOR plus 2.6875%, which is subject to adjustment on the first day of September 2016, and on the first day of each month thereafter. Principal is payable quarterly commencing on October 1, 2018, with all remaining principal and outstanding interest due at maturity. Proceeds from the Farm Credit Mortgage Note are to be used for the acquisition and development of additional properties. The Farm Credit Mortgage Note contains a number of customary affirmative and negative covenants, as well as a covenant requiring the Company to maintain a debt service coverage ratio of 1.25 to 1.00 beginning on December 31, 2019. Prudential Note On December 21, 2016, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement with The Prudential Insurance Company of America (“Prudential”), which provides for a loan of approximately $6.6 million to the Company with a maturity date of July 1, 2019 (the “Prudential Note”). Interest on the Prudential Note is payable in cash semi-annually and accrues at a fixed rate of 3.20% per annum. Proceeds from the Prudential Note were used for the acquisition of additional properties. Beginning on December 21, 2017, the Prudential Note requires the Company to maintain a loan to value no greater than 60%. On June 21, 2018, in connection with the sale of a property in the High Plains region, the Company paid down $1.1 million under the Prudential Note. Rutledge Credit Facilities Upon closing of the AFCO Mergers, by virtue of AFCO OP becoming a subsidiary of the Company, the Company assumed AFCO’s outstanding indebtedness under four loan agreements (the “Existing Rutledge Loan Agreements”) between AFCO OP and Rutledge Investment Company (“Rutledge”), which are further described below: 1. Loan Agreement, dated as of December 5, 2013, with respect to a $25,000,000 senior secured credit facility bearing interest at an annual rate of 3 month LIBOR plus 1.3%. The loan agreement requires AFCO OP to make quarterly interest payments on April 1, July 1, October 1 and January 1 of each calendar year. Additionally, the loan agreement requires AFCO OP to pay a quarterly non-usage fee equal to 0.25% per annum of the committed loan amount minus the average outstanding principal balance of the loan amount over the prior three-month period. 2. Loan Agreement, dated as of January 14, 2015, with respect to a $25,000,000 senior secured credit facility bearing interest at an annual rate of 3 month LIBOR plus 1.3%. The loan agreement requires AFCO OP to make quarterly interest payments on April 1, July 1, October 1 and January 1 of each calendar year. Additionally, the loan agreement requires AFCO OP to pay a quarterly non-usage fee equal to 0.25% per annum of the committed loan amount minus the average outstanding principal balance of the loan amount over the prior three-month period. 3. Loan Agreement, dated as of August 18, 2015, with respect to a $25,000,000 senior secured credit facility bearing interest at an annual rate of 3 month LIBOR plus 1.3%. The loan agreement requires AFCO OP to make quarterly interest payments on April 1, July 1, October 1 and January 1 of each calendar year. Additionally, the loan agreement requires AFCO OP to pay a quarterly non-usage fee equal to 0.25% per annum of the committed loan amount minus the average outstanding principal balance of the loan amount over the prior three-month period. 4. Loan Agreement, dated as of December 22, 2015, with respect to a $15,000,000 senior secured credit facility bearing interest at an annual rate of 3 month LIBOR plus 1.3%. The loan agreement requires AFCO OP to make quarterly interest payments on April 1, July 1, October 1 and January 1 of each calendar year. Additionally, the loan agreement requires AFCO OP to pay a quarterly non-usage fee equal to 0.25% per annum of the committed loan amount minus the average outstanding principal balance over the loan amount of the prior three-month period. In connection with the completion of the AFCO Mergers, on February 3, 2017, AFCO OP, in its capacity as a wholly owned subsidiary of the Company and the Operating Partnership, and Rutledge entered into the Second Amendment (the “Rutledge Amendment”) to the Existing Rutledge Loan Agreements. Pursuant to the Rutledge Amendment, among other things, the maturity dates for each of the Existing Rutledge Loan Agreements were extended to January 1, 2022, and the aggregate loan value under the Existing Rutledge Loan Agreements may not exceed 50% of the appraised value of the collateralized properties. Certain AFCO properties acquired by the Company in the AFCO Mergers serve as collateral under the Existing Rutledge Loan Agreements. On February 3, 2017, the Company and the Operating Partnership each entered into guaranty agreements (the “Existing Loan Guarantees”) pursuant to which they unconditionally guarantee the obligations of AFCO OP under the Existing Loan Agreements. In addition, in connection with the completion of the AFCO Mergers, on February 3, 2017, AFCO OP entered into a fifth loan agreement with Rutledge Investment Company (the “Fifth Rutledge Loan Agreement” and together with the Existing Rutledge Loan Agreements, as amended, the “Rutledge Loan Agreements”), with respect to a senior secured credit facility in the aggregate amount of $30.0 million, with a maturity date of January 1, 2022 and an annual interest rate of 3 month LIBOR plus 1.3%. The Fifth Rutledge Loan Agreement requires AFCO OP to make quarterly interest payments. Additionally, the Fifth Rutledge Loan Agreement contains certain customary affirmative and negative covenants, including (i) AFCO OP must pay a quarterly non-usage fee equal to 0.25% of the committed loan amount minus the average outstanding principal balance of the loan amount during the prior three-month period, (ii) AFCO OP must maintain a leverage ratio of 60% or less and (iii) the aggregate amounts outstanding under all of the Rutledge Loans may not exceed 50% of the aggregate appraised value of the properties serving as collateral under the Rutledge Loan Agreements. On February 3, 2017, the Company and the Operating Partnership each entered into separate guarantees (the “Fifth Loan Guarantees” and together with the Existing Loan Guarantees, the “Guarantees”) whereby they are required to unconditionally guarantee AFCO OP’s obligations under the Fifth Rutledge Loan Agreement. As of June 30, 2018, $0 remains available under this facility. As of June 30, 2018, the Company was in compliance with all covenants under the Rutledge Loan Agreements. Rabobank Mortgage Note On December 15, 2017, the Company, the Operating Partnership and five wholly owned subsidiaries of the operating partnership entered into a loan agreement (the “Rabobank Mortgage Note”) with Rabo Agrifinance LLS (“Rabo”), which provides for a loan of approximately $66.4 million to the Company with a maturity date of March 1, 2028. Interest on the Rabobank Mortgage Note is payable semi-annually and accrues at a floating rate that will be adjusted monthly to a rate per annum equal to the six-month LIBOR plus 1.70%, which is subject to adjustment on the first day of March 2020, 2022, 2024 and 2026. Principal is payable annually commencing on March 1, 2024, with all remaining principal and outstanding interest due at maturity. Proceeds from the Rabobank Mortgage Note were used for the retirement of debt under the Farmer Mac Bonds. The Company was in technical default under the Rabobank Mortgage Note as of June 30, 2018 due to a property tax delinquincy in a county in which the records had not been updated to reflect that the title of the land parcel is in the Company’s name. Rabobank temporarily waived the technical default, and the technical default has now been cured. See “Note 11—Subsequent Events.” The Company was otherwise in compliance with all covenants under the Rabobank Mortgage Note as of June 30, 2018. Effective April 1, 2018 the Company entered into an interest rate swap with Rabobank to fix the interest rate on $33.2 million of the loan for five years , please refer to “Note 10 – Hedge Accounting.” 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 six months ended June 30, 2018, $0.04 million and $0. 2 million, respectively in costs were incurred in conjunction with the Rabobank Mortgage Note and MetLife Term Loan 9. Debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the respective terms of the related indebtedness. Any unamortized amounts upon early repayment of mortgage notes payable are written off in the period in which repayment occurs. Fully amortized deferred financing fees are removed from the balance sheet upon maturity or repayment of the underlying debt. Accumulated amortization of deferred financing fees was $0.4 million and $ 0.3 million as of June 30, 2018 and December 31, 2017, respectively. Aggregate Maturities As of June 30, 2018, aggregate maturities of long-term debt for the succeeding years are as follows: ($ in thousands) Year Ending December 31, Future Maturities 2018 (remaining six months) $ 188 2019 5,419 2020 48,574 2021 274 2022 120,274 Thereafter 360,886 $ 535,615 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 June 30, 2018 and December 31, 2017, the fair value of the mortgage notes payable was $532. 3 million and $512.8 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 8—Commitments and Contingencies In April 2015, the Company entered into a lease agreement for office space. The lease expires on July 31, 2019. The lease commenced on June 1, 2015 and had an initial monthly payment of $10,032, which increased to $10,200 in June 2016 and $10,366 in June 2017, with annual increases thereafter. As of June 30, 2018, future minimum lease payments are as follows: ($ in thousands) Future rental Year Ending December 31, payments 2018 (remaining six months) $ 63 2019 74 2020 — 2021 — 2022 — $ 137 A sale of 26 of the 38 farms and any of the three grain storage facilities (the “Contributed Properties”) formerly owned by FP Land LLC, a Delaware limited liability company (“FP Land”, which was merged with and into the Operating Partnership concurrently with the completion of the Company’s IPO, upon which time the Operating Partnership succeeded to the business and operations of FP Land, including FP Land’s 100% fee simple interest in the Contributed Properties), that would not provide continued tax deferral to Pittman Hough 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 Common units. |
Stockholders' Equity and Non-co
Stockholders' Equity and Non-controlling Interests | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and December 31, 2017, the Company owned an 87.9% and an 87.6% interest, respectively, in the Operating Partnership, and the remaining 12.1% and 12.4% interest, respectively, is included in non-controlling interests in Operating Partnership on the consolidated balance sheets. The non-controlling interests in the Operating Partnership are held in the form of Common units. On or after 12 months of becoming a holder of Common units, unless the terms of an agreement with such Common unitholder dictate otherwise, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreement”), to tender for redemption all or a portion of such Common units in exchange for cash, or in the Company’s sole discretion, for shares of the Company’s common stock on a one-for-one basis. If cash is paid in satisfaction of a redemption request, the amount will be equal to the number of tendered units multiplied by the fair market value per share of the Company’s common stock on the date of the redemption notice (determined in accordance with, and subject to adjustment under, the terms of the Partnership Agreement). Any redemption request must be satisfied by the Company on or before the close of business on the tenth business day after the Company receives a notice of redemption. During the year ended December 31, 2017 and the quarter ended June 30, 2018 the Company converted 1,107,757, and 157,393, respectively, of shares of common stock upon redemption of 1,107,757 and 157,393, respectively, of Common units that had been tendered for redemption. There were 4.6 million and 4.7 million outstanding Common units eligible to be tendered for redemption as of June 30, 2018 and December 31, 2017, respectively. If the Company gives the limited partners notice of its intention to make an extraordinary distribution of cash or property to its stockholders or effect a merger, a sale of all or substantially all of its assets or any other similar extraordinary transaction, each limited partner may exercise its right to tender its Common units for redemption, regardless of the length of time such limited partner has held its Common units. Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem Common units for shares of common stock. When a Common unit is redeemed, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased. The Operating Partnership intends to continue to make distributions on each Common unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the Common units held by the Company being utilized to pay dividends to the Company’s common stockholders. Pursuant to the consolidation accounting standard with respect to the accounting and reporting for non-controlling interest changes and changes in ownership interest of a subsidiary, changes in parent’s ownership interest when the parent retains controlling interest in the subsidiary should be accounted for as equity transactions. The carrying amount of the non-controlling interest shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent. As a result of equity issuances including and subsequent to the IPO, changes in the ownership percentages between the Company’s stockholders’ equity and non-controlling interest in the Operating Partnership occurred during the six months ended June 30, 2018 and June 30, 2017. During the six months ended June 30, 2018, the Company decreased the non-controlling interest in the Operating Partnership and increased additional paid in capital by $0. 7 million . During the six months ended June 30, 2017, the Company increased the non-controlling interest in the Operating Partnership and decreased additional paid in capital by $3. 2 million. Redeemable Non-controlling Interests in Operating Partnership, Series A preferred units On March 2, 2016, the sole general partner of the Operating Partnership entered into Amendment No. 1 (the “Amendment”) to the Partnership Agreement in order to provide for the issuance, and the designation of the terms and conditions, of the Series A preferred units. Pursuant to the Amendment, among other things, each Series A preferred unit has a $1,000 liquidation preference and is entitled to receive cumulative preferential cash distributions at a rate of 3.00% per annum of the $1,000 liquidation preference, which is payable annually in arrears on January 15 of each year or the next succeeding business day. The cash distributions are accrued ratably over the year and credited to redeemable non-controlling interest in operating partnership, preferred units on the balance sheet with the offset recorded to retained earnings. Dividends on Series A preferred units have been recorded through retained earnings in 2017 as opposed to additional paid in capital in 2016 due to the Company generating retained earnings during 2017. On March 2, 2016, 117,000 Series A preferred units were issued as partial consideration in the March 2, 2016 Illinois farm acquisition. Upon any voluntary or involuntary liquidation or dissolution, the Series A preferred units are entitled to a priority distribution ahead of Common units in an amount equal to the liquidation preference plus an amount equal to all distributions accumulated and unpaid to the date of such cash distribution. Total liquidation value of such preferred units as of June 30, 2018 and December 31, 2017 was $11 8.8 million and $120.5 million, respecti vely, including accrued distributions. On or after March 2, 2026, the tenth anniversary of the closing of the Forsythe acquisition (the “Conversion Right Date”), holders of the Series A preferred units have the right to convert each Series A preferred unit into a number of Common units equal to (i) the $1,000 liquidation preference plus all accrued and unpaid distributions, divided by (ii) the volume-weighted average price per share of the Company’s common stock for the 20 trading days immediately preceding the applicable conversion date. All Common units received upon conversion may be immediately tendered for redemption for cash or, in the Company’s sole discretion, for shares of common stock on a one-for-one basis, subject to the terms and conditions set forth in the Partnership Agreement. Prior to the Conversion Right Date, the Series A preferred units may not be tendered for redemption by the Holder. On or after March 2, 2021, the fifth anniversary of the closing of the Forsythe acquisition, but prior to the Conversion Right Date, the Operating Partnership has the right to redeem some or all of the Series A preferred units, at any time and from time to time, for cash in an amount per unit equal to the $1,000 liquidation preference plus all accrued and unpaid distributions. In the event of a Termination Transaction (as defined in the Partnership Agreement) prior to conversion, holders of the Series A preferred units generally have the right to receive the same consideration as holders of Common units and common stock, on an as-converted basis. Holders of the Series A preferred units have no voting rights except with respect to (i) the issuance of partnership units of the Operating Partnership senior to the Series A preferred units as to the right to receive distributions and upon liquidation, dissolution or winding up of the Operating Partnership, (ii) the issuance of additional Series A preferred units and (iii) amendments to the Partnership Agreement that materially and adversely affect the rights or benefits of the holders of the Series A preferred units. The Series A preferred units are accounted for as mezzanine equity on the consolidated balance sheet as the units are convertible and redeemable for shares at a determinable price and date at the option of the holder and upon the occurrence of an event not solely within the control of the Company. The following table summarizes the changes in the Company’s redeemable non-controlling interest in the Operating Partnership for the six months ended June 30, 2018 and 2017: Series A Preferred Units ($ in thousands) Redeemable Redeemable Balance at December 31, 2016 117 $ 119,915 Distribution paid to non-controlling interest — (2,915) Accrued distributions to non-controlling interest — 1,755 Balance at June 30, 2017 117 $ 118,755 Balance at December 31, 2017 117 $ 120,510 Distribution paid to non-controlling interest — (3,510) Accrued distributions to non-controlling interest — 1,755 Balance at June 30, 2018 117 $ 118,755 Series B Participating Preferred Stock On August 17, 2017, the Company and the Operating Partnership entered into an underwriting agreement with Raymond James & Associates, Inc. and Jefferies LLC, as representatives of the underwriters, pursuant to which the Company sold 6,037,500 shares of its newly designated Series B Participating Preferred Stock, at a public offering price of $25.00 per share, which is the Initial Liquidation Preference (as defined below) of the Series B Participating Preferred Stock. Shares of Series B Participating Preferred Stock, which represent equity interests in the Company, generally have no voting rights and rank senior to the Company’s common stock with respect to dividend rights and rights upon liquidation. Each preferred share of Series B Participating Preferred Stock is entitled to receive cumulative preferential cash dividends at a rate of 6.00% per annum of the $25 liquidation preference, which is payable quarterly in arrears on the last day of each March, June, September and December (the “Initial Liquidation Preference”). Upon liquidation, before any payment or distribution of the assets of the Company is made to or set apart for the holders of equity securities ranking junior to the Series B Participating Preferred Stock, the holders of the Series B Participating Preferred Stock will be entitled to receive the sum of: (i) the Initial Liquidation Preference, (ii) adjusted by an amount equal to 50% of the cumulative change in the estimated value of farmland in the states in which the Company owned farmland as of June 30, 2017 (measured by reference to a publicly available report released annually by the National Agricultural Statistics Board, the Agricultural Statistics Board and the U.S. Department of Agriculture) (the “FVA Adjustment”), and (iii) all accrued and unpaid dividends, subject to a 9.0% cap on total return (the “Final Liquidation Preference”). After September 30, 2021, but prior to September 30, 2024, the Company, at its option, may redeem all, but not less than all, of the then-outstanding shares of Series B Participating Preferred Stock at any time, for cash or for shares of common stock at a price equal to the Final Liquidation Preference plus an amount equal to the product of: (i) the Final Liquidation Preference, and (ii) the average change in land values in states in which the Company owned farmland as of June 30, 2017 over the immediately preceding four years and multiplied by a constant percentage of 50% and prorated for the number of days between the most recent release of the publicly available land value report used to calculate the FVA Adjustment (if such amount is positive) (the “Premium Amount”) . At any time on or after September 30, 2024, the Company, at its option, may redeem or convert to shares of common stock all, but not less than all, of the then-outstanding shares of Series B Participating Preferred Stock at the redemption price per share equal to: (i) the Initial Liquidation Preference, plus (ii) the FVA Amount, plus (iii) any accrued and unpaid dividends. The total rate of return on shares of the Series B Participating Preferred Stock is subject to a cap such that the total rate of return, when considering the Initial Liquidation Preference, the FVA Adjustment and the Premium Amount plus accrued and unpaid dividends, will not exceed 9.0%. In connection with the issuance of the Series B Participating Preferred Stock, the sole general partner of the Operating Partnership entered into Amendment No. 2 to the Partnership Agreement in order to provide for the issuance, and the designation of the terms and conditions, of newly classified 6.00% Series B participating preferred units of limited partnership interest in the Operating Partnership (“Series B participating preferred units”), the economic terms of which are identical to those of the Series B Participating Preferred Stock. The Company contributed the net proceeds from the offering of the Series B Participating Preferred Stock to the Operating Partnership in exchange for 6,037,500 Series B participating preferred units. The shares of Series B Participating Preferred Stock are accounted for as mezzanine equity on the consolidated balance sheet as the Series B Participating Preferred Stock is convertible and redeemable for common shares at a determinable price and date at the option of the Company and upon the occurrence of an event not solely within the control of the Company. The balance recorded in mezzanine equity relating to the Series B Participating Preferred Stock as of June 30, 2018 and December 31, 2017 was $14 4.2 million and $144.2 million, respectively. Distributions The Company’s board of directors declared and paid the following distributions to common stockholders and holders of Common units for the three months ended June 30, 2018 and the year ended December 31, 2017: Fiscal Year Declaration Date Record Date Payment Date Distributions 2018 May 9, 2018 July 2, 2018 July 16, 2018 $ 0.1275 March 27, 2018 April 2, 2018 April 16, 2018 0.1275 $ 0.2550 2017 November 8, 2017 January 2, 2018 January 16, 2018 $ 0.1275 July 19, 2017 October 2, 2017 October 13, 2017 0.1275 May 8, 2017 June 30, 2017 July 14, 2017 0.1275 February 22, 2017 April 1, 2017 April 14, 2017 0.1275 $ 0.5100 Additionally, in connection with the 3.00% cumulative preferential distribution on the Series A preferred units, the Company has accrued $1.8 million in distributions payable as of June 30, 2018. The distributions are payable annually in arrears on January 15 of each year. In connection with the Series B Participating Preferred Stock, the Company paid $2.3 million in distributions on April 2, 2018 to stockholders of record as of March 15, 2018 and $2.3 million in distributions on June 29, 2018 to stockholders of record as of June 15, 2018. As long as shares of Series B Participating Preferred Stock are outstanding, distributions on such shares are payable on the last day of March, June, September and December of each year to stockholders of record on the 15th day of such months. 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 March 15, 2017, the Company’s board of directors approved a program to repurchase up to $25,000,000 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 continue to fund repurchases under the program using cash on hand. The Company repurchased 780,029 shares for $6.5 million at an average price of $8.36 per share during the six months ended June 30, 2018. As of June 30, 2018, the Company had approximately $8.5 million in shares that it can repurchase under the stock repurchase plan. On August 1, 2018, the Company’s board of directors approved a $30 million increase to the stock repurchase plan such that the Company may now repurchase up to an aggregate of $38.5 million in shares of its common stock and Series B preferred stock. Equity Incentive Plan On May 3, 2017, the Company’s stockholders approved the Second Amended and Restated Farmland Partners Inc. 2014 Equity Incentive Plan (the “Second Amended Plan”). The Second Amended Plan, among other things, increased the aggregate number of shares of the Company’s common stock reserved for issuance from approximately 0.6 million, which was available under the First Amended and Restated Farmland Partners Inc. Equity Incentive Plan (together with the Second Amended Plan, the “Plan”), to approximately 1.3 million (including the approximate 0.5 million shares of restricted common stock that have been issued under the Plan and approximately 0.8 million shares reserved for future issuance). As of June 30, 2018, there were 0.6 million 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 Common units. The terms of each grant are determined by the compensation committee of the board of directors. From time to time, the Company may award restricted shares of its common stock under the Plan, as compensation to officers, employees, non-employee directors and non-employee consultants. The shares of restricted stock vest 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 June 30, 2018 is as follows: Weighted Number of average grant (shares in thousands) shares date fair value Unvested at December 31, 2017 277 $ 11.16 Granted 158 7.69 Vested (111) 8.20 Forfeited (3) 8.08 Unvested at June 30, 2018 321 $ 10.50 For the six months ended June 30, 2018 and 2017, the Company recognized $0. 7 million and $ 0.8 million , respectively, of stock-based compensation expense related to restricted stock awards. As of June 30, 2018 and December 31, 2017, there were $2. 5 million and $2. 8 million , respectively, of total unrecognized compensation costs related to nonvested stock awards, which are expected to be recognized over weighted-average periods of 1. 67 years. 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 consolidated statements of operations. The remaining restricted stock awards issued to non-employees vested during the year ended December 31, 2017, resulting in no change in fair value for the six months ended June 30, 2018. 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 up to $25 million. During the six months ended June 30, 2018 and 2017, the Company made no sales under the ATM Program. Deferred Offering Costs Deferred offering costs include incremental direct costs incurred by the Company in connection with proposed or actual offerings of securities. At the completion of a securities offering, the deferred offering costs are charged ratably as a reduction of the gross proceeds of equity as stock is issued. If an offering is abandoned, the previously deferred offering costs will be charged to operations in the period in which the offering is abandoned. The Company incurred $0. 1 million and $0.2 million in offering costs during the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018 and December 31, 2017, the Company had $0. 4 million and $0.3 million, 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 six months ended June 30, June 30, (in thousands, except per share amounts) 2018 2017 2018 2017 Numerator: Net income (loss) attributable to Farmland Partners Inc. $ 860 $ 1,687 $ 1,301 $ 60 Less: Nonforfeitable distributions allocated to unvested restricted shares (41) (37) (83) (80) Less: Distributions on redeemable non-controlling interests in Operating Partnership, preferred (3,142) (878) (6,283) (1,755) Net loss attributable to common stockholders $ (2,323) $ 772 $ (5,065) $ (1,775) Denominator: Weighted-average number of common shares - basic 32,542 32,457 32,777 29,594 Conversion of preferred units (1) — — — — Unvested restricted shares (2) — — — — Redeemable non-controlling interest (1) — — — — Weighted-average number of common shares - diluted 32,542 32,457 32,777 29,594 Loss per share attributable to common stockholders - basic $ (0.07) $ 0.02 $ (0.15) $ (0.06) (1) Anti-dilutive for the three and six months ended June 30, 2018 and 2017. (2) Anti-dilutive for the three and six months ended June 30, 2018 and for the three months ended June 30, 2017. Unvested shares of the Company’s restricted common stock are, and until May 26, 2016, the Excess Units were, considered participating securities, which requires 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 consolidated balance sheets. As such, as of June 30, 2018, the Company no longer has any Common units included as redeemable non-controlling interests outstanding in the mezzanine section of the consolidated balance sheets. The limited partners’ outstanding Common units (which may be redeemed for shares of common stock) and Excess Units have been excluded from the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income would also be added back to net income. Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested restricted shares (participating securities) have been excluded, as applicable, from net income or loss attributable to common stockholders utilized in the basic and diluted earnings per share calculations. Net income or loss figures are presented net of non-controlling interests in the earnings per share calculations. The weighted average number of Common units held by the non-controlling interest was 4. 6 million and 6. 3 million for the six months ended June 30, 2018 and 2017, respectively. The outstanding Series A preferred units are non-participating securities and thus are included in the computation of diluted earnings per share on an as-if converted basis. Any anti-dilutive shares are excluded from the diluted earnings per share calculation. For the three and six months ended June 30, 2018 and 2017, these shares were not included in the diluted earnings per share calculation as they would be anti-dilutive. The outstanding shares of Series B Participating Preferred Stock are non-participating securities and thus are included in the computation of diluted earnings per share on an as-if converted basis. Any anti-dilutive shares are excluded from the diluted earnings per share calculation. For the three and six months ended June 30, 2018, these shares were not included in the diluted earnings per share calculation as they would be anti-dilutive. For the six months ended June 30, 2018 and 2017, diluted weighted average common shares do not include the impact of 0.3 million and 0.3 million, respectively, unvested compensation-related shares as they would have been anti-dilutive. The following equity awards and units were outstanding as of June 30, 2018 and December 31, 2017, respectively. June 30, 2018 December 31, 2017 Shares 32,547 33,058 Common Units 4,582 4,739 Unvested Restricted Stock Awards 321 276 37,450 38,073 |
Hedge Accounting
Hedge Accounting | 6 Months Ended |
Jun. 30, 2018 | |
Hedge Accounting | |
Hedge Accounting | Note 10—Hedge Accounting Cash Flow Hedging Strategy For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the entire change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of shareholders’ equity in the Company’s consolidated balance sheets. The Company has entered into an interest rate swap agreement to manage interest rate risk exposure. An interest rate swap agreement utilized by the Company effectively modifies the Company’s exposure to interest rate risk by converting the Company’s floating-rate debt to a fixed rate basis for the next five years on 50% of the currently outstanding amount to Rabobank, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. In determining hedge effectiveness of the interest rate swap the Company has utilized regression analysis. On an ongoing basis the Company with review hedge effectiveness, through regression analysis as well as assessing the hedge relationship by comparing the current terms of the swap and the associated debt to ensure they continue to coincide through the continued ability of the Counterparty to the swap to honor its obligations under the swap contract. As of June 30, 2018, the total notional amount of the Company’s receive-variable/pay-fixed interest rate swaps was $33.2 million. The fair value of the Company’s derivative instrument is set out below: ($ in thousands) Instrument Balance sheet location Fair Value Interest rate swap Derivative liability $ 495 Other Comprehensive Income 495 The effect of derivative instruments on the consolidated statements of operations for the periods ended June 30, 2018 and 2017 is set out below: ($ in thousands) Cash flow hedging relationships Amount of Gain / (Loss) recognized in OCI on derivative (effective portion) Location of Gain (Loss) reclassified from Accumulated OCI into income (effective portion) Interest rate contracts (495) Interest expense 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 values of the Company’s interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts, which is considered a Level 2 measurement under the fair value hierarchy. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The following table outlines the movements in the other comprehensive income account as at June 30, 2018 and December 31, 2017: ($ in thousands) June 30, 2018 December 31, 2017 Beginning accumulated derivative instrument gain or loss $ — $ — Net change associated with current period hedging transactions 495 — Net amount of reclassification into earnings — — Difference between a change in fair value of excluded components — — Closing accumulated derivative instrument gain or loss $ 495 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events | |
Subsequent Events | Note 11—Subsequent Events On July 6, 2018 and July 11, 2018, the Company completed the sale of f ive farms in the Corn Belt region for cash proceeds of $7. 5 million and an approximate gain over book value of $ 1.1 million. On July 11, 2018, a purported class action lawsuit was filed against the Company by a purported Company stockholder. The complaint alleges, among other things, that our disclosure related to the FPI Loan Program was materially false and misleading in violation of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. At this time, the class has not been certified and we do not know the amount of damages or other remedies being sought by the plaintiffs. The Company can provide no assurances as to the outcome of this litigation or provide an estimate of related expenses at this time. On July 11, 2018, the Company completed the acquisition of one farm in the Corn Belt region for consideration of $5.9 million. On July 24, 2018, the Company filed a lawsuit in the District Court, Denver, County Colorado, against “Rota Fortunae” (a pseudonym) and numerous co-conspirators (collectively, “Wheel of Fortune”) in response to an article posted on Seeking Alpha that makes numerous allegations about the Company that the Company believes to be false or materially misleading. The lawsuit that the Company filed alleges that Wheel of Fortune disseminated material false, misleading and defamatory information about us that has harmed us and our stockholders. The Company can provide no assurances as to the outcome of this litigation or provide an estimate of related expense at this time. On July 25, 2018 and July 30, 2018, the Company entered into agreements to sell properties in the South East region, Corn Belt and Delta and South regions for an aggregate sales price of $ 41.6 million, subject to the completion of due diligence procedures conducted by the buyers. The Company can provide no assurances that the dispositions will be consummated on the terms currently contemplated or at all. On August 1, 2018, the Company’s board of directors increased the amount available under the Company’s stock repurchase plan by $30 million. See “Note 9 – Stockholders’ Equity and Non-controlling Interests – Stock Repurchase Plan.” On August 2, 2018, the Company obtained a temporary waiver of a technical default under the Rabobank Mortgage Note. The technical default related to a property tax delinquency on aparcel of land for which county property tax records in the applicable jurisdiction had not been updated to reflect that the Company held title to the parcel. This technical default under the Rabobank Mortgage Note has subsequently been cured by the Company, and the Company is no longer in default. On August 6, 2018, the Company’s board of directors declared a quarterly cash dividend of $0.375 per share of 6.00% Series B Participating Preferred Stock payable on October 1, 2018 to stockholders of record as of September 14, 2018 . On August 8, 2018, the Company’s board of directors declared a quarterly cash dividend of $0.05 per share of common stock and Common units payable on October 15, 2018 to stockholder and unitholders of record as of October 1, 2018 . |
Organization and Significant 19
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018, the Company owned a portfolio of approximately 165,000 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 June 30, 2018, the Company owned an 87.9% 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 (“Common units”), Series A preferred units of limited partnership interest in the Operating Partnership (“Series A preferred units”) and Series B participating preferred units of limited partnership interest in the Operating Partnership (“Series B participating preferred units”)). Unlike holders of the Company’s common stock, holders of Common units and Series A preferred units do not have voting rights or the power to direct our affairs. On August 17, 2017, the Company issued 6,037,500 shares of its newly designated 6.00% Series B Participating Preferred Stock, $0.01 par value per share (the “Series B Participating Preferred Stock”) in an underwritten public offering. Shares of Series B Participating Preferred Stock, which represent equity interests in the Company, generally have no voting rights and rank senior to the Company’s common stock with respect to dividend rights and rights upon liquidation (See “Note 9—Stockholders’ Equity—Series B Participating Preferred Stock” for more information on the Series B Participating Preferred Stock). The Company elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended December 31, 2014. On March 16, 2015, the Company formed FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), as a taxable REIT subsidiary. The TRS was formed to provide volume purchasing services to the Company’s tenants and also to operate a small-scale custom farming business. As of June 30, 2018, the TRS performs these custom farming operations on 625 acres of farmland owned by the Company located in Florida. |
AFCO Mergers | AFCO Mergers On February 2, 2017, the Company completed a merger with American Farmland Company (“AFCO”), at which time one of the Company’s wholly owned subsidiaries was merged with and into American Farmland Company L.P. (“AFCO OP”) with AFCO OP surviving as a wholly owned subsidiary of the Operating Partnership (the “Partnership Merger”), and AFCO merged with and into another one of our wholly owned subsidiaries with such wholly owned subsidiary surviving (the “Company Merger” and together with the Partnership Merger, the “AFCO Mergers”). At the effective time of the Company Merger, each share of common stock of AFCO, par value $0.01 per share (“AFCO Common Stock”), issued and outstanding immediately prior to the effective time of the Company Merger (other than any shares of AFCO Common Stock owned by any wholly owned subsidiary of AFCO or by the Company or the Operating Partnership or any wholly owned subsidiary of the Company or the Operating Partnership), was automatically converted into the right to receive, subject to certain adjustments, 0.7417 shares of the Company’s common stock (the “Company Merger Consideration”). In addition, in connection with the Company Merger, each outstanding AFCO restricted stock unit that had become fully earned and vested in accordance with its terms was, at the effective time of the Company Merger, converted into the right to receive the Company Merger Consideration. The Company issued 14,763,604 shares of its common stock as consideration in the Company Merger, 17,373 shares of its common stock in respect of fully earned and vested AFCO restricted stock units, and 218,535 Common units in connection with the Partnership Merger at a share price of $11.41 per share on the date of the merger for a total consideration of $171.1 million, net of $75.0 million in assumed debt. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements for the periods ended June 30, 2018 and 2017 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 consolidated financial statements for the three and six months ended June 30, 2018 and 2017 is unaudited. The accompanying financial statements for the three and six months ended June 30, 2018 and 2017 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 consolidated financial statements for the year ended December 31, 2017, 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 2, 2018. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of actual operating results for the entire year ending December 31, 2018. The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. |
Real Estate Acquisitions | Real Estate Acquisitions When the Company acquires farmland where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets it is not considered a business. As such, the Company accounts for these types of acquisitions as asset acquisitions. When substantially all of the fair value of the gross assets acquired is not concentrated in a single identifiable asset or a group of similar assets and contains acquired inputs, processes and outputs, these acquisitions are accounted for as business combinations. The Company considers single identifiable assets as tangible assets that are attached to and cannot be physically removed and used separately from another tangible asset without incurring significant cost or significant diminution in utility or fair value. The Company considers similar assets as assets that have a similar nature and risk characteristics. Whether the Company’s acquisitions are treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the fair value of the purchase price is allocated among the assets acquired and any liabilities assumed by valuing the property as if it was vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, permanent plantings and any liabilities, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition. Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements, groundwater, permanent plantings (bushes, shrubs, vines and perennial crops) and grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets by valuing the land as if it were unimproved. The Company values improvements, including permanent plantings and grain facilities, at replacement cost, adjusted for depreciation. Management’s estimates of land value are made using a comparable sales analysis. Factors considered by management in its analysis of land value include soil types and water availability and the sales prices of comparable farms. Management’s estimates of groundwater value are made using historical information obtained regarding the applicable aquifer. Factors considered by management in its analysis of groundwater value are related to the location of the aquifer and whether or not the aquifer is a depletable resource or a replenishing resource. If the aquifer is a replenishing resource, no value is allocated to the groundwater. The Company includes an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed. When above or below market leases are acquired, the Company values the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on the accompanying consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases. As of June 30, 2018 and December 31, 2017, the Company had $1.4 million and $1.4 million, respectively, recorded for tenant relationship intangibles, net of accumulated amortization of $0.8 million and $0.6 million, respectively. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company’s evaluation of the specific characteristics of each tenant’s lease, availability of replacement tenants, probability of lease renewal, estimated down time and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships are included as an intangible asset and will be amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including (i) above and below market leases, (ii) in-place lease values, and (iii) tenant relationships, would be recorded to revenue or expense as appropriate. The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition. If the asset acquisition is abandoned, the capitalized asset acquisition costs are expensed to acquisition and due diligence costs in the period of abandonment. Costs associated with a business combination are expensed to acquisition and due diligence costs as incurred. During the three and six months ended June 30, 2018, the company did not expense any costs in relation to business combinations. Total consideration for acquisitions may include a combination of cash and equity securities. When equity securities are issued, the Company determines the fair value of the equity securities issued based on the number of shares of common stock and Common units issued multiplied by the price per share of the Company’s common stock on the date of closing in the case of common stock and Common units and by liquidation preference in the case of preferred stock and preferred units. Using information available at the time of business combination, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition. |
Real estate sales | Real Estate Sales We recognize gains from the sales of real estate assets, generally at the time the title is transferred, consideration is received and we no longer have substantial continuing involvement with the real estate sold. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company records an allowance for doubtful accounts, reducing the receivables balance to an amount we estimate is collectible from our customers. Estimates used in determining the allowance for doubtful accounts are based on historical collection experience, current trends, aging of accounts receivable and periodic credit evaluations of our customers’ financial condition. We write off accounts receivable when it becomes apparent, based upon age or customer circumstances, that such amounts will not be collected. As of June 30, 2018 and December 31, 2017, we have an allowance of $0.8 million and $0.5 million, 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 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. The cost of harvested crop was $0.0 million and $0.0 million, and $0.2 million and $0.2 million, respectively, for the three and six months ended June 30, 2018 and 2017. Harvested crop inventory includes costs accumulated both during the growing and harvesting phases and are stated at the lower of those costs or the estimated net realizable value, which is the market price, based upon the nearest market in the geographic region, less any cost of disposition. Cost of disposition includes broker’s commissions, freight and other marketing costs. General inventory, such as fertilizer, seeds and pesticides, is valued at the lower of cost or market. As of June 30, 2018 and December 31, 2017 inventory consisted of the following: (in thousands) June 30, 2018 December 31, 2017 Harvested crop $ 125 $ 126 Growing crop 142 — General inventory 153 — $ 420 $ 126 |
Hedge Accounting | Hedge Accounting ASC 815 requires the Company to recognize all of its derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the consolidated statements of operations during the period. The Company uses derivative instruments to manage certain interest rate risks. More specifically, interest rate swaps are entered into to manage the risk associated with the Company’s floating-rate borrowings when such risk management is deemed appropriate by the Company’s management and a fixed interest rate is not available or not economical, or when it is contractually required by a lender. In accordance with ASC 815, the Company designates interest rate swaps as cash flow hedges of said floating-rate borrowings. The Company entered into an interest rate swap effective April 1, 2018 and chose to early adopt ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities effective on that date. As a result of the adoption of ASU 2017-12 the entire change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of shareholders’ equity in the Company’s consolidated balance sheets. The Company has entered into an interest rate swap agreement to manage interest rate risk exposure. An interest rate swap agreement utilized by the Company effectively modifies the Company’s exposure to interest rate risk by converting the Company’s floating-rate debt to a fixed rate basis for the next five years on 50% of the currently outstanding amount to Rabobank, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. As of June 30, 2018, the total notional amount of the Company’s receive-variable/pay-fixed interest rate swap was $33.2 million. For a summary of the fair value and related disclosures in relation to hedge accounting, please refer to “Note 10 – Hedge Accounting.” |
New or Revised Accounting Standards | New or Revised Accounting Standards Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: (Topic 606) (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. ASU 2014-09 implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The Company completed its assessment of the impact of this guidance and determined that the primary impact relates to reporting crop sales revenue separately from other revenue the Company records in relation to interest income received from the Company’s loan program on the Consolidated Statements of Operations. There was no cumulative effect to retained earnings upon adoption. The majority of the Company’s contracts with customers relate to leases that fall within the scope of ASC 840 and ASU No. 2016-02, Leases: (Topic 842) (“ASU 2016-02”). In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 is intended to reduce diversity in practice across all industries. The amendments in this update provide guidance 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, and retrospective restatement is required. Early adoption is permitted. The Company has assessed the impact and determined that the only impact would be to separately recognize cash receipts from casualty insurance claims on damaged company assets. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is intended to improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and reduce the complexity of and simplify the application of hedge accounting by preparers. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 with early application permitted in any interim period after the issuance of the updated guidance. The Company entered into an interest rate swap effective April 1, 2018 and as such chose to early adopt the new guidance effective April 1, 2018. The impact on the Company is set out in the accounting policies above and in “Note 10 – Hedge Accounting.” Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases: (Topic 842) (“ASU 2016-02”) which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. While the Company is still completing its assessment of the impact of this guidance, the following is anticipated to reflect the primary effects of this guidance on the Company’s reporting: (i) For leases in which the Company is the lessee, the Company does not expect the guidance to have a material impact as there are only two operating leases for office space and for subleased property in Nebraska. Once of these leases has terms less than 12 months, and the Company will elect not to apply the recognition requirements of ASU 2016-02. The Company will record a right-of-use asset and a lease liability for the second lease that has a term greater than 12 months, but the Company does not expect it to have a significant impact on the consolidated financial statements; (ii) For leases in which the Company is the lessor, the Company does not expect there to be a material impact as the majority of the Company’s leases do not contain a non-lease component. While the Company is expecting there to be other ancillary impacts for leases in which the Company is the lessor, they are not expected to be material to the consolidated financial statements. Under the new guidance, lease procurement costs that were previously capitalized will be expensed as incurred. Lastly, under the new guidance, there are certain circumstances in which buyer-lessors in sale and leaseback transactions could potentially result in recording the transaction as a financial receivable if such transaction fails sale and leaseback criteria, which the Company is still evaluating. The standard is effective for annual and interim reporting periods beginning after December 15, 2018, with modified retrospective restatement for each reporting period presented at the time of adoption. Early adoption is permitted. The Company has not yet determined whether this guidance will be early adopted. |
Organization and Significant 20
Organization and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization and Significant Accounting Policies | |
Schedule of Inventory | (in thousands) June 30, 2018 December 31, 2017 Harvested crop $ 125 $ 126 Growing crop 142 — General inventory 153 — $ 420 $ 126 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue Recognition | |
Summary of rental income recognized | Rental income recognized For the three months ended For the six months ended June 30, June 30, (in thousands) 2018 2017 2018 2017 Leases in effect at the beginning of the year $ 5,487 $ 2,958 $ 13,680 $ 6,160 Leases entered into during the year 4,570 7,513 6,318 11,114 $ 10,057 $ 10,471 $ 19,998 $ 17,274 |
Schedule of future minimum lease payments from tenants under all non-cancelable leases in place | (in thousands) Future rental Year Ending December 31, payments 2018 (remaining six months) $ 13,035 2019 27,633 2020 15,938 2021 3,952 2022 916 Thereafter 3,268 $ 64,742 |
Concentration Risk (Tables)
Concentration Risk (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tenant concentration | |
Concentration Risk | |
Summary of concentrations | Rental income recognized Rental income recognized For the three months ended June 30, For the six months ended June 30, ($ in thousands) 2018 2017 2018 2017 Tenant A $ 1,111 11.0 % $ 1,201 11.3 % $ 2,215 11.1 % $ 1,978 11.5 % (1) Tenant A is a tenant who is currently leasing a number of permanent crop farms in California . |
Geographic concentration | |
Concentration Risk | |
Summary of concentrations | Approximate % Rental Income (1) of total acres For the three months ended For the six months ended As of June 30, June 30, June 30, Location of Farm (2) 2018 2017 2018 2017 2018 2017 Cornbelt 28.7 % 30.8 % 36.6 % 32.7 % 36.8 % 36.7 % Delta and South 17.6 % 18.8 % 10.3 % 14.2 % 10.4 % 13.3 % High Plains 19.0 % 20.4 % 8.6 % 8.9 % 8.5 % 9.7 % Southeast 27.7 % 25.8 % 24.1 % 22.3 % 24.5 % 20.2 % West Coast 7.0 % 4.2 % 20.4 % 21.9 % 19.8 % 20.1 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % (1) Due to regional disparities in the use of leases with crop share components and seasonal variations in the recognition of crop share revenue, regional comparisons by rental income are not fully representative of each region’s income producing capacity until a full year is taken into account. Corn Belt includes farms located in Illinois, Michigan and eastern Nebraska. Delta and South includes farms located in Arkansas, Louisiana and Mississippi. High Plains includes farms located in Colorado, Kansas, western Nebraska, South Dakota and Texas. Southeast includes farms located in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. West Coast includes farms located in California. |
Real Estate (Tables)
Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate | |
Schedule of unaudited pro forma financial information | For the three months ended For the six months ended ($ in thousands) June 30, June 30, Pro forma 2017 2016 2017 2016 Revenue $ 11,460 $ 6,031 $ 18,609 $ 10,723 Pro forma estimate (1) - 4,305 993 7,098 Total operating revenue $ 11,460 $ 10,336 $ 19,602 $ 17,821 Net loss $ 2,021 $ 1,317 $ 19 $ (612) Pro forma estimate - 2,742 (367) 1,710 Total net loss $ 2,021 $ 4,059 $ (348) $ 1,098 Net income available to common stockholders of Farmland Partners Inc. $ 773 $ 1,915 $ (2,042) $ (377) Earnings per share basic and diluted Income per basic share attributable to common stockholders $ 0.02 $ 0.07 $ (0.06) $ (0.01) Income per diluted share attributable to common stockholders $ 0.02 $ 0.07 $ (0.06) $ (0.01) Weighted-average number of common shares - basic 31,927 26,598 31,927 26,598 Weighted-average number of common shares - diluted 31,927 26,598 31,927 26,598 (1) Represents a linear extrapolation of revenues over the three and six months ended June 30, 2017 and therefore does not take into account the irregularity of certain of the Company’s revenue components, such as crop share lease payments. |
American Farmland Company | |
Real Estate | |
Schedule of allocation of purchase price for farms acquired | ($ in thousands) Land, at cost $ 181,072 Irrigation improvements 26,155 Permanent plantings 48,513 Buildings 1,499 In-place leases (1) 1,139 Lease origination costs 264 Cash 3,832 Other 1,831 Inventory 99 Deferred revenue (4,434) Other liabilities (13,826) 246,144 Mortgage notes and bonds payable, net (75,000) Total Consideration $ 171,144 (1) Weighted average amortization period of the in-place lease liability is 3 years. |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Notes Receivable | |
Schedule of notes receivable held by the company | ($ in thousands) Principal Outstanding as of Maturity Loan Payment Terms June 30, 2018 December 31, 2017 Date Mortgage Note (1) Principal & interest due at maturity $ 1,800 $ 1,800 1/15/2017 Mortgage Note (2) Principal & interest due at maturity 240 240 3/16/2022 Mortgage Note (2) Principal due at maturity & interest due monthly 2,194 2,194 3/16/2022 Mortgage Note (6) Principal & interest due at maturity 1,647 1,647 3/1/2020 Mortgage Note (3) Principal & interest due at maturity - 100 1/31/2018 Mortgage Note (4) Principal due at maturity & interest paid in advance - 669 2/15/2018 Mortgage Note (5) Principal due at maturity & interest paid in advance - 2,700 1/29/2018 Mortgage Note Principal & interest due at maturity 5,250 - 8/19/2020 Mortgage Note (7) Principal & interest due at maturity 116 - 12/31/2018 Line of Credit (8) Principal & interest due at maturity 747 - 11/15/2018 Total outstanding principal 11,994 9,350 Points paid, net of direct issuance costs - (6) Interest receivable (net prepaid interest) 612 461 Provision for interest receivable (137) (45) Total notes and interest receivable $ 12,469 $ 9,760 (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. On July 28, 2017, the Company notified the borrower of default under the Promissory Note. The Company currently believes that collectability is reasonably assured as the fair value of the mortgaged farm is greater than the amount owed under the loan. (2) The original note was renegotiated and a second note was entered into simultaneously with the borrower during the three months ended March 31, 2017. The notes include mortgages on two additional properties in Colorado that include repurchase options for the properties at a fixed price that are exercisable between the second and fifth anniversary of the notes by the borrower. (3) The note was fully settled and outstanding amounts paid on the maturity date of January 1, 2018. (4) The note was fully settled and outstanding amounts paid on the maturity date of February 2, 2018. (5) The note was fully settled and outstanding amounts paid on the closing of an acquisition in North Carolina, which was completed on January 12, 2018. (6) On April 17, 2018, the Company amended the loan to extend the term of the loan through March 1, 2020 and increased the interest rate to 7.5% per annum. (7) On April 2, 2018, the Company entered into a loan secured against farm equipment. (8) On April 2, 2018, the Company entered into a line of credit relationship with a tenant farmer with this line of credit secured against growing crops on the farms farmed by the tenant. |
Mortgage Notes, Lines of Cred25
Mortgage Notes, Lines of Credit and Bonds Payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Mortgage Notes, Lines of Credit and Bonds Payable | |
Schedule of indebtedness outstanding | Book Annual Value of ($ in thousands) Interest Principal Collateral Rate as of Outstanding as of as of June 30, June 30, December 31, Maturity June 30, Loan Payment Terms Interest Rate Terms 2018 2018 2017 Date 2018 Farmer Mac Bond #6 Semi-annual interest only 3.69% 3.69% $ 14,915 $ 14,915 April 2025 $ 22,009 Farmer Mac Bond #7 Semi-annual interest only 3.68% 3.68% 11,160 11,160 April 2025 18,569 Farmer Mac Bond #8A Semi-annual interest only 3.20% 3.20% 41,700 41,700 June 2020 80,989 Farmer Mac Bond #9 Semi-annual interest only 3.35% 3.35% 6,600 6,600 July 2020 7,814 MetLife Term Loan #1 (1) Semi-annual interest only 3.48% adjusted every three years 3.48% 90,000 90,000 March 2026 199,841 MetLife Term Loan #2 Semi-annual interest only 2.66% adjusted every three years 2.66% 16,000 16,000 March 2026 31,753 MetLife Term Loan #3 Semi-annual interest only 2.66% adjusted every three years 2.66% 21,000 21,000 March 2026 27,523 MetLife Term Loan #4 (1) Semi-annual interest only 3.48% adjusted every three years 3.48% 15,685 15,685 June 2026 31,108 MetLife Term Loan #5 Semi-annual interest only 3.26% adjusted every three years 3.26% 8,379 8,379 January 2027 13,947 MetLife Term Loan #6 Semi-annual interest only 3.21% adjusted every three years 3.21% 27,158 27,158 February 2027 56,861 MetLife Term Loan #7 Semi-annual interest only 3.45% adjusted every three years 3.45% 21,253 21,253 June 2027 48,468 MetLife Term Loan #8 Semi-annual interest only 4.12% adjusted every three years 4.12% 44,000 44,000 December 2042 110,042 MetLife Term Loan #9 Semi-annual interest only 4.19% adjusted every three years 4.19% 21,000 — May 2028 40,193 Farm Credit of Central Florida (2) LIBOR + 2.6875% adjusted monthly 4.81% 5,102 5,102 September 2023 10,227 Prudential (3) 3.20% 3.20% 5,263 6,481 July 2019 10,536 Rabobank Semi-annual interest only LIBOR + 1.70% adjustable every three years 3.70% 66,400 66,400 March 2028 138,463 Rutledge Note Payable #1 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 25,000 25,000 January 2022 46,332 Rutledge Note Payable #2 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 25,000 25,000 January 2022 39,749 Rutledge Note Payable #3 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 25,000 25,000 January 2022 57,957 Rutledge Note Payable #4 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 15,000 15,000 January 2022 29,170 Rutledge Note Payable #5 Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 3.39% 30,000 30,000 January 2022 86,327 Total outstanding principal 535,615 515,833 $ 1,107,878 Debt issuance costs (1,816) (1,762) Total mortgage notes and bonds payable, net $ 533,799 $ 514,071 (1) During the year ended December 31, 2017, the Company converted the interest rate on Metlife Term Loans 1 and 4 from variable to fixed rates for a term of three years. Once the term expires, the new rate will be determined based on the loan agreements. (2) Loan is an amortizing loan with quarterly interest payments that commenced on January 1, 2017 and quarterly principal payments that commence on October 1, 2018, with all remaining principal and outstanding interest due at maturity. (3) Loan is an amortizing loan with semi-annual principal and interest payments that commence on July 1, 2017, with all remaining principal and outstanding interest due at maturity. |
Schedule of aggregate maturities of long-term debt | ($ in thousands) Year Ending December 31, Future Maturities 2018 (remaining six months) $ 188 2019 5,419 2020 48,574 2021 274 2022 120,274 Thereafter 360,886 $ 535,615 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies. | |
Schedule of future minimum lease payments | ($ in thousands) Future rental Year Ending December 31, payments 2018 (remaining six months) $ 63 2019 74 2020 — 2021 — 2022 — $ 137 |
Stockholders' Equity and Non-27
Stockholders' Equity and Non-controlling Interests (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity and Non-Controlling Interests | |
Schedule of changes in redeemable non-controlling interest in operating partnership | Series A Preferred Units ($ in thousands) Redeemable Redeemable Balance at December 31, 2016 117 $ 119,915 Distribution paid to non-controlling interest — (2,915) Accrued distributions to non-controlling interest — 1,755 Balance at June 30, 2017 117 $ 118,755 Balance at December 31, 2017 117 $ 120,510 Distribution paid to non-controlling interest — (3,510) Accrued distributions to non-controlling interest — 1,755 Balance at June 30, 2018 117 $ 118,755 |
Schedule of declaration and payment of distribution | The Company’s board of directors declared and paid the following distributions to common stockholders and holders of Common units for the three months ended June 30, 2018 and the year ended December 31, 2017: Fiscal Year Declaration Date Record Date Payment Date Distributions 2018 May 9, 2018 July 2, 2018 July 16, 2018 $ 0.1275 March 27, 2018 April 2, 2018 April 16, 2018 0.1275 $ 0.2550 2017 November 8, 2017 January 2, 2018 January 16, 2018 $ 0.1275 July 19, 2017 October 2, 2017 October 13, 2017 0.1275 May 8, 2017 June 30, 2017 July 14, 2017 0.1275 February 22, 2017 April 1, 2017 April 14, 2017 0.1275 $ 0.5100 |
Summary of non-vested shares | Weighted Number of average grant (shares in thousands) shares date fair value Unvested at December 31, 2017 277 $ 11.16 Granted 158 7.69 Vested (111) 8.20 Forfeited (3) 8.08 Unvested at June 30, 2018 321 $ 10.50 |
Schedule of computation of basic and diluted earnings (loss) per share | For the three months ended For the six months ended June 30, June 30, (in thousands, except per share amounts) 2018 2017 2018 2017 Numerator: Net income (loss) attributable to Farmland Partners Inc. $ 860 $ 1,687 $ 1,301 $ 60 Less: Nonforfeitable distributions allocated to unvested restricted shares (41) (37) (83) (80) Less: Distributions on redeemable non-controlling interests in Operating Partnership, preferred (3,142) (878) (6,283) (1,755) Net loss attributable to common stockholders $ (2,323) $ 772 $ (5,065) $ (1,775) Denominator: Weighted-average number of common shares - basic 32,542 32,457 32,777 29,594 Conversion of preferred units (1) — — — — Unvested restricted shares (2) — — — — Redeemable non-controlling interest (1) — — — — Weighted-average number of common shares - diluted 32,542 32,457 32,777 29,594 Loss per share attributable to common stockholders - basic $ (0.07) $ 0.02 $ (0.15) $ (0.06) (1) Anti-dilutive for the three and six months ended June 30, 2018 and 2017. (2) Anti-dilutive for the three and six months ended June 30, 2018 and for the three months ended June 30, 2017. |
Schedule of equity awards and units outstanding | June 30, 2018 December 31, 2017 Shares 32,547 33,058 Common Units 4,582 4,739 Unvested Restricted Stock Awards 321 276 37,450 38,073 |
Hedge Accounting (Tables)
Hedge Accounting (Tables) - Designated as Hedging Instrument - Cash Flow Hedging | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Schedule of fair value of derivative instruments | ($ in thousands) Instrument Balance sheet location Fair Value Interest rate swap Derivative liability $ 495 Other Comprehensive Income 495 |
Schedule of effect of derivative instruments on the consolidated statement of operations | The effect of derivative instruments on the consolidated statements of operations for the periods ended June 30, 2018 and 2017 is set out below: ($ in thousands) Cash flow hedging relationships Amount of Gain / (Loss) recognized in OCI on derivative (effective portion) Location of Gain (Loss) reclassified from Accumulated OCI into income (effective portion) Interest rate contracts (495) Interest expense |
Schedule of movement in other comprehensive income | ($ in thousands) June 30, 2018 December 31, 2017 Beginning accumulated derivative instrument gain or loss $ — $ — Net change associated with current period hedging transactions 495 — Net amount of reclassification into earnings — — Difference between a change in fair value of excluded components — — Closing accumulated derivative instrument gain or loss $ 495 $ — |
Organization and Significant 29
Organization and Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | Aug. 17, 2017$ / sharesshares | Feb. 02, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)a$ / shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)alease$ / shares | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / shares | Aug. 10, 2017shares |
Organization and Significant Accounting Policies | ||||||||
Area of real estate property | a | 165,000 | 165,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Tenant reimbursements | $ 774 | $ 652 | $ 1,542 | $ 756 | ||||
Rental revenue | 10,057 | $ 10,471 | 19,998 | $ 17,274 | ||||
Deferred revenue | 7,905 | 7,905 | $ 3,907 | |||||
Retained earnings | 178 | 178 | 5,161 | |||||
Accounts receivable, net | 3,986 | $ 3,986 | 6,650 | |||||
Number of operating leases | lease | 2 | |||||||
Below Market Lease | ||||||||
Tenant relationship intangibles | 1,400 | $ 1,400 | 1,400 | |||||
Tenant relationship intangibles, accumulated amortization | 800 | 800 | 600 | |||||
American Farmland Company | ||||||||
Organization and Significant Accounting Policies | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||
Consideration share price | $ / shares | $ 11.41 | |||||||
Units issued | shares | 14,763,604 | |||||||
Consideration amount | $ 171,100 | |||||||
Acquired debt | $ 75,000 | $ 75,000 | $ 75,000 | |||||
American Farmland Company | Restricted stock units | ||||||||
Organization and Significant Accounting Policies | ||||||||
Units issued | shares | 17,373 | |||||||
American Farmland Company | Common Units | ||||||||
Organization and Significant Accounting Policies | ||||||||
Consideration share price | $ / shares | $ 0.7417 | |||||||
Units issued | shares | 218,535 | |||||||
TRS | ||||||||
Organization and Significant Accounting Policies | ||||||||
Area of real estate property | a | 625 | 625 | ||||||
Operating Partnership | ||||||||
Organization and Significant Accounting Policies | ||||||||
Ownership interest (as a percent) | 87.90% | 87.90% | 87.60% | |||||
Series B Participating Preferred Stock | ||||||||
Organization and Significant Accounting Policies | ||||||||
Shares issued under underwriting agreement | shares | 6,037,500 | 6,037,500 | ||||||
Preference dividend (as a percent) | 6.00% | |||||||
Par value | $ / shares | $ 0.01 |
Organization and Significant 30
Organization and Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Deferred Financing Fees | |||||
Accumulated amortization of deferred financing fees | $ 400 | $ 400 | $ 300 | ||
Deferred offering costs incurred | 100 | $ 200 | |||
Deferred offering costs | 430 | 430 | 292 | ||
Accounts Receivable | |||||
Allowance for doubtful accounts | 800 | 800 | 500 | ||
Inventory | |||||
Cost of harvested crop included in property operating expenses | 0 | $ 0 | 200 | 200 | |
Harvested crop | 125 | 125 | 126 | ||
Growing crop | 142 | 142 | |||
General inventory | 153 | 153 | |||
Total inventory | 420 | 420 | $ 126 | ||
Revenue Recognition | |||||
Contingent rent recognized | 600 | $ 1,400 | $ 1,200 | $ 2,000 | |
Interest Rate Swap | |||||
Cash flow hedging strategy: | |||||
Derivative term of contract | 5 years | ||||
Interest rate swap agreement on percentage of outstanding amount to Rabobank | 50.00% | ||||
Notional amount | $ 33,200 | $ 33,200 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Revenue Recognition | |||||
Contingent rent recognized | $ 600 | $ 1,400 | $ 1,200 | $ 2,000 | |
Deferred revenue | 7,905 | 7,905 | $ 3,907 | ||
Rental income recognized | 10,057 | 10,471 | 19,998 | 17,274 | |
Future Rental Payments | |||||
2018 (remaining six months) | 13,035 | 13,035 | |||
2,019 | 27,633 | 27,633 | |||
2,020 | 15,938 | 15,938 | |||
2,021 | 3,952 | 3,952 | |||
2,022 | 916 | 916 | |||
Thereafter | 3,268 | 3,268 | |||
Total | 64,742 | 64,742 | |||
Crop sales | |||||
Revenue Recognition | |||||
Revenue | 331 | 175 | 410 | 437 | |
Leases in effect at the beginning of the year | |||||
Revenue Recognition | |||||
Rental income recognized | 5,487 | 2,958 | 13,680 | 6,160 | |
Leases entered into or amended during the year | |||||
Revenue Recognition | |||||
Rental income recognized | $ 4,570 | $ 7,513 | $ 6,318 | $ 11,114 | |
Minimum | |||||
Revenue Recognition | |||||
Percentage of rent received during first quarter or second half of the year | 50.00% | ||||
Row crops, term | 2 years | ||||
Permanent crops, term | 1 year | ||||
Maximum | |||||
Revenue Recognition | |||||
Row crops, term | 3 years | ||||
Permanent crops, term | 7 years | ||||
Leases in place | Minimum | |||||
Revenue Recognition | |||||
Terms of leases | 1 year | ||||
Leases in place | Maximum | |||||
Revenue Recognition | |||||
Terms of leases | 25 years |
Concentration Risk (Details)
Concentration Risk (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)tenant | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)tenant | Jun. 30, 2017USD ($) | |
Concentration Risk | ||||
Number of significant tenants | tenant | 1 | 1 | ||
Rental income | $ 10,057 | $ 10,471 | $ 19,998 | $ 17,274 |
Approximate total acres | Geographic concentration | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 100.00% | 100.00% | ||
Approximate total acres | Geographic concentration | Corn Belt | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 28.70% | 30.80% | ||
Approximate total acres | Geographic concentration | Delta and South | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 17.60% | 18.80% | ||
Approximate total acres | Geographic concentration | High Plains | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 19.00% | 20.40% | ||
Approximate total acres | Geographic concentration | Southeast | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 27.70% | 25.80% | ||
Approximate total acres | Geographic concentration | West Coast | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 7.00% | 4.20% | ||
Rental income | Tenant concentration | Tenant A | ||||
Concentration Risk | ||||
Rental income | $ 1,111 | $ 1,201 | $ 2,215 | $ 1,978 |
Concentration risk (as a percent) | 11.00% | 11.30% | 11.10% | 11.50% |
Rental income | Geographic concentration | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% |
Rental income | Geographic concentration | Corn Belt | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 36.60% | 32.70% | 36.80% | 36.70% |
Rental income | Geographic concentration | Delta and South | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 10.30% | 14.20% | 10.40% | 13.30% |
Rental income | Geographic concentration | High Plains | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 8.60% | 8.90% | 8.50% | 9.70% |
Rental income | Geographic concentration | Southeast | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 24.10% | 22.30% | 24.50% | 20.20% |
Rental income | Geographic concentration | West Coast | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 20.40% | 21.90% | 19.80% | 20.10% |
Related Party Transactions (Det
Related Party Transactions (Details) - American Agriculture Aviation, LLC - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jul. 21, 2015 | |
Lease origination costs | |||||
Related Party Transactions | |||||
Related party, transaction amount | $ 40 | $ 50 | $ 70 | $ 100 | |
Paul A. Pittman | |||||
Related Party Transactions | |||||
Related party transaction, percentage of ownership interest held by related party | 100.00% |
Real Estate (Details)
Real Estate (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2018USD ($)a | Jun. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2018USD ($)aitem | Jun. 30, 2017USD ($)$ / sharesitemshares | Jun. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | |
Farms acquired and allocation of purchase price | ||||||||
Number of acquisitions | item | 4 | 15 | ||||||
Total approximate acres | a | 165,000 | 165,000 | ||||||
Number of acquisition accounted | item | 0 | |||||||
Number of real estate property sold | item | 1 | |||||||
Proceeds from Sale of Real Estate | $ 2,000 | |||||||
Gain (Loss) on Sale of Properties, Net of Applicable Income Taxes | 200 | |||||||
Tenant Reimbursements | $ 774 | $ 652 | 1,542 | $ 756 | ||||
Rental revenue | 10,057 | 10,471 | 19,998 | 17,274 | ||||
Acquisition related costs | 183 | 141 | 698 | |||||
Agreement termination payment amount | $ 1,600 | |||||||
Agreement termination payment amount, income statement impact | 700 | |||||||
Agreement termination payment amount, cost incurred prior to mergers | 900 | |||||||
Agreement termination fee | $ 200 | |||||||
Pro forma financial information | ||||||||
Revenue | 11,419 | 11,460 | $ 6,031 | 22,627 | 18,609 | $ 10,723 | ||
Total operating revenue | 11,460 | 10,336 | 19,602 | 17,821 | ||||
Net loss | 981 | 2,021 | 1,317 | $ 1,484 | 19 | (612) | ||
Total net loss | 2,021 | 4,059 | (348) | 1,098 | ||||
Net income available to common stockholders of Farmland Partners Inc. | $ 773 | $ 1,915 | $ (2,042) | $ (377) | ||||
Income per basic share attributable to common stockholders | $ / shares | $ 0.02 | $ 0.07 | $ (0.06) | $ (0.01) | ||||
Income per diluted share attributable to common stockholders | $ / shares | $ 0.02 | $ 0.07 | $ (0.06) | $ (0.01) | ||||
Weighted-average number of common shares - basic | shares | 31,927 | 26,598 | 31,927 | 26,598 | ||||
Weighted-average number of common shares - diluted | shares | 31,927 | 26,598 | 31,927 | 26,598 | ||||
Leases in place | ||||||||
Farms acquired and allocation of purchase price | ||||||||
Weighted average amortization period | 3 years | |||||||
American Farmland Company | ||||||||
Farms acquired and allocation of purchase price | ||||||||
Number of acquisitions | item | 1 | |||||||
Cash | 3,832 | $ 3,832 | ||||||
Other assets | 1,831 | 1,831 | ||||||
Inventory | 99 | 99 | ||||||
Deferred revenue | (4,434) | (4,434) | ||||||
Other liabilities | (13,826) | (13,826) | ||||||
Gross Total Consideration | 246,144 | 246,144 | ||||||
Mortgage notes and bonds payable, net | (75,000) | (75,000) | $ (75,000) | |||||
Total Consideration | 171,144 | 171,144 | ||||||
American Farmland Company | Land | ||||||||
Farms acquired and allocation of purchase price | ||||||||
Real estate | 181,072 | 181,072 | ||||||
American Farmland Company | Irrigation improvements | ||||||||
Farms acquired and allocation of purchase price | ||||||||
Real estate | 26,155 | 26,155 | ||||||
American Farmland Company | Permanent plantings | ||||||||
Farms acquired and allocation of purchase price | ||||||||
Real estate | 48,513 | 48,513 | ||||||
American Farmland Company | Buildings | ||||||||
Farms acquired and allocation of purchase price | ||||||||
Real estate | 1,499 | 1,499 | ||||||
American Farmland Company | Leases in place | ||||||||
Farms acquired and allocation of purchase price | ||||||||
Real estate | 1,139 | 1,139 | ||||||
American Farmland Company | Lease origination costs | ||||||||
Farms acquired and allocation of purchase price | ||||||||
Real estate | 264 | 264 | ||||||
Asset acquisition | ||||||||
Farms acquired and allocation of purchase price | ||||||||
Aggregate purchase price | 26,800 | $ 111,600 | ||||||
Intangible assets acquired | $ 0 | $ 0 | $ 0 | 0 | ||||
Pro forma | ||||||||
Pro forma financial information | ||||||||
Revenue | $ 4,305 | 993 | $ 7,098 | |||||
Net loss | $ 2,742 | $ (367) | $ 1,710 |
Notes Receivable (Details)
Notes Receivable (Details) | 6 Months Ended | ||
Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Aug. 31, 2015USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total outstanding principal | $ 11,994,000 | $ 9,350,000 | |
Points paid, net of direct issuance costs | (6,000) | ||
Interest receivable (net prepaid interest) | 612,000 | 461,000 | |
Provision for interest receivable | (137,000) | (45,000) | |
Total notes and interest receivable | $ 12,469,000 | 9,760,000 | |
Interest rate | 7.5 | ||
Notes receivable | $ 12,500,000 | 9,400,000 | |
Mortgage Note Maturing January 2017 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total outstanding principal | 1,800,000 | 1,800,000 | |
Mortgage Note Maturing March 2022 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total outstanding principal | 240,000 | 240,000 | |
Mortgage Note Two Maturing March 2022 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Total outstanding principal | 2,194,000 | 2,194,000 | |
Mortgage Note January 2020 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amounts | 1,647,000 | 1,647,000 | |
Mortgage Note Maturing January 2018 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amounts | 100,000 | ||
Mortgage Note Maturing February 2018 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amounts | 669,000 | ||
Mortgage Note Two Maturing January 2018 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amounts | $ 2,700,000 | ||
Mortgage Note Maturing August 2020 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amounts | 5,250,000 | ||
Mortgage Note Maturing December 2018 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amounts | 116,000 | ||
Line of Credit | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amounts | $ 747,000 | ||
FPI Loan Program | Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Principal amounts | $ 100,000 | ||
FPI Loan Program | Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Debt instrument, term | 6 years |
Mortgage Notes, Lines of Cred36
Mortgage Notes, Lines of Credit and Bonds Payable (Details) | Jun. 21, 2018USD ($) | Dec. 15, 2017USD ($)subsidiary | Nov. 24, 2017USD ($) | Oct. 23, 2017USD ($) | Sep. 05, 2017USD ($) | Feb. 03, 2017USD ($) | Dec. 22, 2015USD ($) | Aug. 18, 2015USD ($) | Mar. 01, 2015 | Jan. 14, 2015USD ($) | Dec. 05, 2013USD ($) | Jun. 30, 2018USD ($)agreement | Jun. 30, 2018USD ($)agreement | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Mar. 29, 2017 | Feb. 14, 2017USD ($) | Jan. 12, 2017subsidiary | Aug. 31, 2016USD ($) | Jun. 29, 2016USD ($)subsidiary | Mar. 29, 2016USD ($)subsidiary | Aug. 03, 2015USD ($) |
Mortgage notes payable | ||||||||||||||||||||||
Mortgage notes and bonds payable, net | $ 533,799,000 | $ 533,799,000 | $ 514,071,000 | |||||||||||||||||||
Debt issuance costs | (1,816,000) | (1,816,000) | (1,762,000) | |||||||||||||||||||
Principal outstanding | 535,615,000 | 535,615,000 | 515,833,000 | |||||||||||||||||||
Book value of collateral | 1,107,878,000 | 1,107,878,000 | ||||||||||||||||||||
Remaining borrowing capacity | 0 | 0 | ||||||||||||||||||||
Debt repayment | 1,218,000 | |||||||||||||||||||||
Payment of debt issuance costs | 235,000 | $ 659,000 | ||||||||||||||||||||
Cash paid during period for interest | 7,761,000 | $ 4,712,000 | ||||||||||||||||||||
Accumulated amortization of deferred financing fees | 400,000 | 400,000 | 300,000 | |||||||||||||||||||
Aggregate maturities of long-term debt | ||||||||||||||||||||||
2018 (remaining six months) | 188,000 | 188,000 | ||||||||||||||||||||
2,019 | 5,419,000 | 5,419,000 | ||||||||||||||||||||
2,020 | 48,574,000 | 48,574,000 | ||||||||||||||||||||
2,021 | 274,000 | 274,000 | ||||||||||||||||||||
2,022 | 120,274,000 | 120,274,000 | ||||||||||||||||||||
Thereafter | 360,886,000 | 360,886,000 | ||||||||||||||||||||
Total | 535,615,000 | 535,615,000 | ||||||||||||||||||||
Interest Rate Swap | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Notional amount | 33,200,000 | $ 33,200,000 | ||||||||||||||||||||
Derivative term of contract | 5 years | |||||||||||||||||||||
Farmer Mac Facility | Secured notes | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
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% | |||||||||||||||||||||
Outstanding debt | 74,400,000 | $ 74,400,000 | 74,400,000 | |||||||||||||||||||
Farmer Mac Facility | Secured notes | Minimum | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Leverage ratio (as a percent) | 60.00% | |||||||||||||||||||||
Fixed charge coverage ratio | 1.50 | |||||||||||||||||||||
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% | |||||||||||||||||||||
MetLife | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Interest rate (as a percent) | 3.48% | |||||||||||||||||||||
Number of subsidiaries | subsidiary | 5 | 5 | ||||||||||||||||||||
Payment of debt issuance costs | $ 40,000 | $ 200,000 | ||||||||||||||||||||
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) | 2.00% | 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% | |||||||||||||||||||||
Rutledge Credit Facilities | Secured notes | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Non usage fee (as a percent) | 0.25% | 0.25% | 0.25% | 0.25% | ||||||||||||||||||
Maximum aggregate principal amount | $ 15,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||||
Number of loan agreements | agreement | 4 | 4 | ||||||||||||||||||||
Period of calculation of non usage fee | 3 months | 3 months | 3 months | 3 months | ||||||||||||||||||
Percentage of aggregate loan value that may not exceed the appraised value of collateralized properties | 50.00% | |||||||||||||||||||||
Fifth Rutledge Loan Agreement | Secured notes | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 1.30% | |||||||||||||||||||||
Non usage fee (as a percent) | 0.25% | |||||||||||||||||||||
Maximum aggregate principal amount | $ 30 | |||||||||||||||||||||
Period of calculation of non usage fee | 3 months | |||||||||||||||||||||
Fifth Rutledge Loan Agreement | Secured notes | Maximum | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Percentage to maintain leverage ratio | 60.00% | |||||||||||||||||||||
3 month LIBOR | MetLife | Term Loan One | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 1.75% | |||||||||||||||||||||
3 month LIBOR | Rutledge Credit Facilities | Secured notes | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 1.30% | 1.30% | 1.30% | 1.30% | ||||||||||||||||||
Mortgage notes payable | Fair value | Level 3 | ||||||||||||||||||||||
Aggregate maturities of long-term debt | ||||||||||||||||||||||
Debt | $ 532,300,000 | $ 532,300,000 | 512,800,000 | |||||||||||||||||||
Farmer Mac Bond #1 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Debt repayment | $ 20,700,000 | |||||||||||||||||||||
Farmer Mac Bond #2 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Debt repayment | $ 5,500,000 | |||||||||||||||||||||
Farmer Mac Bond #3 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Debt repayment | $ 10,700,000 | |||||||||||||||||||||
Farmer Mac Bond #4 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Debt repayment | $ 44,300,000 | |||||||||||||||||||||
Farmer Mac Bond #6 | ||||||||||||||||||||||
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 | $ 22,009,000 | $ 22,009,000 | ||||||||||||||||||||
Farmer Mac Bond #7 | ||||||||||||||||||||||
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 | $ 18,569,000 | $ 18,569,000 | ||||||||||||||||||||
Farmer Mac Bond #8A | ||||||||||||||||||||||
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 | $ 80,989,000 | $ 80,989,000 | ||||||||||||||||||||
Farmer Mac Bond #9 | ||||||||||||||||||||||
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 | $ 7,814,000 | $ 7,814,000 | ||||||||||||||||||||
MetLife Term Loan #1 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 90,000,000 | $ 90,000,000 | 90,000,000 | |||||||||||||||||||
Interest rate (as a percent) | 3.48% | 3.48% | ||||||||||||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | |||||||||||||||||||||
Interest Rate (as a percent) | 3.48% | 3.48% | ||||||||||||||||||||
Book value of collateral | $ 199,841,000 | $ 199,841,000 | ||||||||||||||||||||
MetLife Term Loan #2 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 16,000,000 | $ 16,000,000 | 16,000,000 | |||||||||||||||||||
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 | $ 31,753,000 | $ 31,753,000 | ||||||||||||||||||||
MetLife Term Loan #3 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 21,000,000 | $ 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 | $ 27,523,000 | $ 27,523,000 | ||||||||||||||||||||
MetLife Term Loan #4 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 15,685,000 | $ 15,685,000 | 15,685,000 | $ 15,700,000 | ||||||||||||||||||
Interest rate (as a percent) | 3.48% | 3.48% | ||||||||||||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | |||||||||||||||||||||
Interest Rate (as a percent) | 3.48% | 3.48% | ||||||||||||||||||||
Book value of collateral | $ 31,108,000 | $ 31,108,000 | ||||||||||||||||||||
MetLife Term Loan #4 | Minimum | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Interest rate (as a percent) | 2.00% | 2.00% | ||||||||||||||||||||
MetLife Term Loan #4 | 3 month LIBOR | Minimum | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 1.75% | |||||||||||||||||||||
MetLife Term Loan #5 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 8,379,000 | $ 8,379,000 | 8,379,000 | |||||||||||||||||||
Interest rate (as a percent) | 3.26% | 3.26% | ||||||||||||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | |||||||||||||||||||||
Interest Rate (as a percent) | 3.26% | 3.26% | ||||||||||||||||||||
Book value of collateral | $ 13,947,000 | $ 13,947,000 | ||||||||||||||||||||
Number of subsidiaries | subsidiary | 5 | |||||||||||||||||||||
MetLife Term Loan #5 | Term Loan Five | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Interest rate (as a percent) | 3.26% | |||||||||||||||||||||
MetLife Term Loan #6 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 27,158,000 | $ 27,158,000 | 27,158,000 | $ 27,200,000 | ||||||||||||||||||
Interest rate (as a percent) | 3.21% | 3.21% | ||||||||||||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | |||||||||||||||||||||
Interest Rate (as a percent) | 3.21% | 3.21% | ||||||||||||||||||||
Book value of collateral | $ 56,861,000 | $ 56,861,000 | ||||||||||||||||||||
MetLife Term Loan #6 | Term Loan Six | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Interest rate (as a percent) | 3.21% | |||||||||||||||||||||
MetLife Term Loan #7 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 21,253,000 | $ 21,253,000 | 21,253,000 | |||||||||||||||||||
Interest rate (as a percent) | 3.45% | 3.45% | ||||||||||||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | |||||||||||||||||||||
Interest Rate (as a percent) | 3.45% | 3.45% | ||||||||||||||||||||
Book value of collateral | $ 48,468,000 | $ 48,468,000 | ||||||||||||||||||||
MetLife Term Loan #8 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 44,000,000 | $ 44,000,000 | 44,000,000 | |||||||||||||||||||
Interest rate (as a percent) | 4.12% | 4.12% | ||||||||||||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | |||||||||||||||||||||
Interest Rate (as a percent) | 4.12% | 4.12% | ||||||||||||||||||||
Book value of collateral | $ 110,042,000 | $ 110,042,000 | ||||||||||||||||||||
Metlife Term Loan #9 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 21,000,000 | $ 21,000,000 | ||||||||||||||||||||
Interest rate (as a percent) | 4.19% | 4.19% | ||||||||||||||||||||
Adjustment term for the interest rate on the debt instrument | 3 years | |||||||||||||||||||||
Interest Rate (as a percent) | 4.19% | 4.19% | ||||||||||||||||||||
Book value of collateral | $ 40,193,000 | $ 40,193,000 | ||||||||||||||||||||
Farm Credit of Central Florida | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 5,102,000 | $ 5,102,000 | 5,102,000 | $ 8,200,000 | ||||||||||||||||||
Interest rate (as a percent) | 2.6875% | 2.6875% | ||||||||||||||||||||
Interest Rate (as a percent) | 4.81% | 4.81% | ||||||||||||||||||||
Book value of collateral | $ 10,227,000 | $ 10,227,000 | ||||||||||||||||||||
Coverage ratio | 1.25 | |||||||||||||||||||||
Farm Credit of Central Florida | LIBOR | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 2.6875% | |||||||||||||||||||||
Prudential | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 5,263,000 | $ 5,263,000 | 6,481,000 | |||||||||||||||||||
Interest Rate (as a percent) | 3.20% | 3.20% | ||||||||||||||||||||
Book value of collateral | $ 10,536,000 | $ 10,536,000 | ||||||||||||||||||||
Payment made on Prudential Note | $ 1,100,000 | |||||||||||||||||||||
Prudential | Maximum | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Leverage ratio (as a percent) | 60.00% | |||||||||||||||||||||
Rutledge Note Payable#1 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 25,000,000 | $ 25,000,000 | 25,000,000 | |||||||||||||||||||
Interest Rate (as a percent) | 3.39% | 3.39% | ||||||||||||||||||||
Book value of collateral | $ 46,332,000 | $ 46,332,000 | ||||||||||||||||||||
Rutledge Note Payable#1 | 3 month LIBOR | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 1.30% | |||||||||||||||||||||
Rutledge Note Payable#2 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 25,000,000 | $ 25,000,000 | 25,000,000 | |||||||||||||||||||
Interest Rate (as a percent) | 3.39% | 3.39% | ||||||||||||||||||||
Book value of collateral | $ 39,749,000 | $ 39,749,000 | ||||||||||||||||||||
Rutledge Note Payable#2 | 3 month LIBOR | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 1.30% | |||||||||||||||||||||
Rutledge Note Payable#3 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 25,000,000 | $ 25,000,000 | 25,000,000 | |||||||||||||||||||
Interest Rate (as a percent) | 3.39% | 3.39% | ||||||||||||||||||||
Book value of collateral | $ 57,957,000 | $ 57,957,000 | ||||||||||||||||||||
Rutledge Note Payable#3 | 3 month LIBOR | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 1.30% | |||||||||||||||||||||
Rutledge Note Payable#4 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 15,000,000 | $ 15,000,000 | 15,000,000 | |||||||||||||||||||
Interest Rate (as a percent) | 3.39% | 3.39% | ||||||||||||||||||||
Book value of collateral | $ 29,170,000 | $ 29,170,000 | ||||||||||||||||||||
Rutledge Note Payable#4 | 3 month LIBOR | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 1.30% | |||||||||||||||||||||
Rutledge Note Payable#5 | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 30,000,000 | $ 30,000,000 | 30,000,000 | |||||||||||||||||||
Interest Rate (as a percent) | 3.39% | 3.39% | ||||||||||||||||||||
Book value of collateral | $ 86,327,000 | $ 86,327,000 | ||||||||||||||||||||
Rutledge Note Payable#5 | 3 month LIBOR | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Margin added to reference rate (as a percent) | 1.30% | |||||||||||||||||||||
Rabobank Mortgage Note | ||||||||||||||||||||||
Mortgage notes payable | ||||||||||||||||||||||
Principal outstanding | $ 66,400,000 | $ 66,400,000 | $ 66,400,000 | |||||||||||||||||||
Interest rate (as a percent) | 1.70% | 1.70% | ||||||||||||||||||||
Interest Rate (as a percent) | 3.70% | 3.70% | ||||||||||||||||||||
Book value of collateral | $ 138,463,000 | $ 138,463,000 | ||||||||||||||||||||
Number of subsidiaries | subsidiary | 5 |
Commitments and Contingencies37
Commitments and Contingencies (Details) | Jun. 01, 2015USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2018USD ($)item |
Future minimum lease payments | ||||
Monthly payment amount | $ 10,032 | $ 10,366 | $ 10,200 | |
2018 (remaining six months) | $ 63,000 | |||
2,019 | 74,000 | |||
Total future minimum lease payments | $ 137,000 | |||
Number of farms contributed to merger | item | 26 | |||
Total number of farms | item | 38 | |||
Grain storage facilities | item | 3 | |||
Fee simple interest | 100.00% |
Stockholders' Equity and Non-38
Stockholders' Equity and Non-controlling Interests - Distributions (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Common Units | |||
Shareholders' Equity | |||
OP units outstanding for redemption | 4,600,000 | 4,700,000 | |
Operating Partnership | |||
Shareholders' Equity | |||
Parent ownership interest (as a percent) | 87.90% | 87.60% | |
Common stock | |||
Shareholders' Equity | |||
Common stock converted (in shares) | $ 157,393 | $ 1,107,757 | |
Common stock upon redemption (in shares) | 157,393 | 1,107,757 | |
Non-controlling interest | |||
Shareholders' Equity | |||
Increase (decrease) to non-controlling interest in the Operating Partnership | $ (690,000) | $ 3,219,000 | |
Non-controlling interest | Operating Partnership | |||
Shareholders' Equity | |||
Increase (decrease) to non-controlling interest in the Operating Partnership | $ 700,000 | $ 3,200,000 | |
Pittman Hough Farms | Operating Partnership | |||
Shareholders' Equity | |||
Noncontrolling ownership interest (as a percent) | 12.10% | 12.40% |
Stockholders' Equity and Non-39
Stockholders' Equity and Non-controlling Interests - Redeemable non-controlling interest (Details) - USD ($) | Aug. 01, 2018 | Jul. 16, 2018 | Jun. 29, 2018 | May 09, 2018 | Apr. 16, 2018 | Apr. 02, 2018 | Mar. 27, 2018 | Jan. 16, 2018 | Nov. 08, 2017 | Oct. 13, 2017 | Aug. 17, 2017 | Jul. 19, 2017 | Jul. 14, 2017 | May 08, 2017 | Apr. 14, 2017 | Feb. 22, 2017 | Mar. 02, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Aug. 10, 2017 | Mar. 15, 2017 |
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Opening balance | $ 120,510,000 | |||||||||||||||||||||||
Ending balance | $ 118,755,000 | 118,755,000 | $ 120,510,000 | |||||||||||||||||||||
Series B Participating Preferred Stock | $ 144,223,000 | $ 144,223,000 | $ 144,223,000 | |||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||
Cash dividend paid (in dollars per share) | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | ||||||||||||||||||
Distributions per Common Share/OP unit (in dollars per share) | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.1275 | $ 0.2550 | $ 0.2550 | $ 0.5100 | |||||||||||||
Repayment of principal | $ 1,218,000 | |||||||||||||||||||||||
Payments for repurchase of shares | 6,517,000 | |||||||||||||||||||||||
Subsequent event | ||||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Increase in stock repurchase plan | $ 30,000,000 | |||||||||||||||||||||||
Share repurchase | ||||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Stock repurchased | 780,029 | |||||||||||||||||||||||
Payments for repurchase of shares | $ 6,500,000 | |||||||||||||||||||||||
Shares repurchased, average price (in dollars per share) | $ 8.36 | |||||||||||||||||||||||
Number of shares to be repurchased | 8,500,000 | |||||||||||||||||||||||
Share repurchase | Maximum | ||||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Amount approved for share repurchase program | $ 25,000,000 | |||||||||||||||||||||||
Share repurchase | Maximum | Subsequent event | ||||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Amount approved for share repurchase program | $ 38,500,000 | |||||||||||||||||||||||
Common stock | ||||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Share repurchased and retired (in shares) | 780,000 | |||||||||||||||||||||||
Redeemable Preferred OP Units | ||||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Accrued distributions to non-controlling interest | $ 3,142,000 | $ 878,000 | $ 6,283,000 | $ 1,755,000 | ||||||||||||||||||||
Percentage of cumulative preferential dividends | 3.00% | |||||||||||||||||||||||
Redeemable Preferred OP Units | Preferred stock | ||||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Opening balance | $ 120,510,000 | $ 119,915,000 | $ 119,915,000 | |||||||||||||||||||||
Opening balance (in shares) | 117,000 | 117,000 | 117,000 | |||||||||||||||||||||
Issuance of units | $ (2,915,000) | |||||||||||||||||||||||
Distributions paid | $ (3,510,000) | |||||||||||||||||||||||
Accrued distributions to non-controlling interest | 1,755,000 | 1,755,000 | ||||||||||||||||||||||
Ending balance | $ 118,755,000 | $ 118,755,000 | $ 120,510,000 | |||||||||||||||||||||
Ending balance | $ 118,755,000 | $ 118,755,000 | ||||||||||||||||||||||
Ending balance (in shares) | 117,000 | 117,000 | 117,000 | 117,000 | 117,000 | |||||||||||||||||||
Series A Preferred Units | ||||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Percentage of preferential cash distribution | 3.00% | |||||||||||||||||||||||
Liquidation preference | $ 1,000 | |||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||
Preferred Distributions Accrued | $ 1,755,000 | $ 1,755,000 | ||||||||||||||||||||||
Series A Preferred Units | Illinois | Asset acquisition | ||||||||||||||||||||||||
Stockholders’ Equity and Non-controlling Interests | ||||||||||||||||||||||||
Issuance of Common units as partial consideration for asset acquisition (in shares) | 117,000 | |||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Liquidation value | $ 118,800,000 | $ 118,800,000 | $ 120,500,000 | |||||||||||||||||||||
Series B Participating Preferred Stock | ||||||||||||||||||||||||
Change in redeemable non-controlling interest | ||||||||||||||||||||||||
Percentage of cumulative change in the estimated value of farmland | 50.00% | |||||||||||||||||||||||
Final liquidation preference, percentage cap on total return | 9.00% | |||||||||||||||||||||||
Number of preceding years considered in redemption price calculation | 4 years | |||||||||||||||||||||||
Constant percentage | 50.00% | |||||||||||||||||||||||
Shares issued under underwriting agreement | 6,037,500 | 6,037,500 | ||||||||||||||||||||||
Preference dividend (as a percent) | 6.00% | |||||||||||||||||||||||
Par value | $ 0.01 | |||||||||||||||||||||||
Common stock, issue price (in dollars per share) | 25 | |||||||||||||||||||||||
Liquidation preference | $ 25 | |||||||||||||||||||||||
Distributions paid | $ 2,300,000 | $ 2,300,000 |
Stockholders' Equity and Non-40
Stockholders' Equity and Non-controlling Interests - Summary of the non-vested Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | May 03, 2017 | May 02, 2017 | Sep. 15, 2015 | |
Weighted Average Grant Date Fair Value | ||||||
Shares issued | 32,867,817 | 33,334,849 | ||||
Increase (decrease) in share-based compensation | $ 0 | |||||
Deferred offering costs incurred | 100 | $ 200 | ||||
Deferred offering costs | $ 430 | $ 292 | ||||
Second Amended Plan | ||||||
Shareholders' Equity | ||||||
Number of shares available for future grant | 600,000 | |||||
Weighted Average Grant Date Fair Value | ||||||
Number of shares available for future grant | 600,000 | |||||
Restricted Stock Awards | ||||||
Number of Shares | ||||||
Unvested at the beginning of the period (in shares) | 277,000 | |||||
Granted (in shares) | 158,000 | |||||
Vested (in shares) | (111,000) | |||||
Forfeited (in shares) | (3,000) | |||||
Unvested at the end of the period (in shares) | 321,000 | |||||
Weighted Average Grant Date Fair Value | ||||||
Unvested at the beginning of the period (in dollars per share) | $ 11.16 | |||||
Granted (in dollars per share) | 7.69 | |||||
Vested (in dollars per share) | 8.20 | |||||
Forfeited (in dollars per share) | 8.08 | |||||
Unvested at the end of the period (in dollars per share) | $ 10.50 | |||||
Share-based compensation expense | $ 700 | $ 800 | ||||
Total unrecognized compensation costs related to non-vested stock awards | $ 2,500 | $ 2,800 | ||||
Weighted average period over which unrecognized compensation costs is expected to be recognized | 1 year 8 months 1 day | |||||
Restricted Stock Awards | Second Amended Plan | ||||||
Weighted Average Grant Date Fair Value | ||||||
Maximum shares of common stock to be issued | 500,000 | |||||
Common stock | ||||||
Weighted Average Grant Date Fair Value | ||||||
Shares issued | 0 | |||||
Stock offering, maximum sales value | $ 25,000 | |||||
Common stock | First Amended Plan | ||||||
Weighted Average Grant Date Fair Value | ||||||
Maximum shares of common stock to be issued | 600,000 | |||||
Common stock | Second Amended Plan | ||||||
Shareholders' Equity | ||||||
Number of shares available for future grant | 800,000 | |||||
Weighted Average Grant Date Fair Value | ||||||
Maximum shares of common stock to be issued | 1,300,000 | |||||
Number of shares available for future grant | 800,000 |
Stockholders' Equity and Non-41
Stockholders' Equity and Non-controlling Interests - Computation of basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net income (loss) attributable to Farmland Partners Inc. | $ 860 | $ 1,687 | $ 1,301 | $ 60 |
Less: Nonforfeitable distributions allocated to unvested restricted shares | (41) | (37) | (83) | (80) |
Net (loss) income available to common stockholders of Farmland Partners Inc. | $ (2,323) | $ 772 | $ (5,065) | $ (1,775) |
Denominator: | ||||
Weighted-average number of common shares - basic (in shares) | 32,542 | 32,457 | 32,777 | 29,594 |
Weighted-average number of common shares - diluted (in shares) | 32,542 | 32,457 | 32,777 | 29,594 |
Income per share attributable to common stockholders - basic | $ (0.07) | $ 0.02 | $ (0.15) | $ (0.06) |
Redeemable Preferred OP Units | ||||
Numerator: | ||||
Distributions on redeemable non-controlling interests in operating partnership | $ (3,142) | $ (878) | $ (6,283) | $ (1,755) |
Stockholders' Equity and Non-42
Stockholders' Equity and Non-controlling Interests - Units held by the non-controlling interest (Details) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Excluded from diluted earnings per share calculation | |||
Anti-dilutive compensation-related shares outstanding | 0 | ||
Compensation-related shares | |||
Excluded from diluted earnings per share calculation | |||
Anti-dilutive compensation-related shares outstanding | 300,000 | 300,000 | |
Operating Partnership | |||
Excluded from diluted earnings per share calculation | |||
Weighted average number of OP units | 4.6 | 6.3 |
Stockholders' Equity and Non-43
Stockholders' Equity and Non-controlling Interests - Equity awards and units outstanding (Details) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 37,450 | 38,073 |
Restricted Stock Awards | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 321 | 276 |
Common Units | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 4,582 | 4,739 |
Common stock | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 32,547 | 33,058 |
Hedge Accounting (Details)
Hedge Accounting (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Hedge accounting | ||
Fair value of derivative instruments | $ 495 | |
Interest Rate Swap | ||
Hedge accounting | ||
Derivative term of contract | 5 years | |
Derivative, Notional Amount | $ 33,200 | |
Designated as Hedging Instrument | Cash Flow Hedging | ||
Hedge accounting | ||
Amount of Gain / (Loss) recognized in OCI on derivative (effective portion) | (495) | |
Movements in other comprehensive income | ||
Net change associated with current period hedging transactions | 495 | |
Closing accumulated derivative instrument gain or loss | 495 | |
Designated as Hedging Instrument | Cash Flow Hedging | Other Comprehensive Income (Loss) | ||
Hedge accounting | ||
Fair value of derivative instruments | 495 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate contract | ||
Hedge accounting | ||
Amount of Gain / (Loss) recognized in OCI on derivative (effective portion) | (495) | $ (495) |
Movements in other comprehensive income | ||
Net change associated with current period hedging transactions | $ 495 | $ 495 |
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | ||
Hedge accounting | ||
Derivative term of contract | 5 years | |
Percentage of debt outstanding amount covered by hedging | 50.00% | |
Derivative, Notional Amount | $ 33,200 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | Derivative liability | ||
Hedge accounting | ||
Fair value of derivative instruments | $ 495 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Aug. 08, 2018$ / shares | Aug. 06, 2018$ / shares | Aug. 01, 2018USD ($) | Jul. 25, 2018USD ($) | Jul. 11, 2018USD ($)property | Jul. 06, 2018USD ($)property | Aug. 17, 2017 | Jun. 30, 2018USD ($) |
Subsequent Events | ||||||||
Proceeds from sale of farms | $ 2,000 | |||||||
Subsequent event | ||||||||
Subsequent Events | ||||||||
Increase in stock repurchase plan | $ 30,000 | |||||||
Subsequent event | Corn Belt | ||||||||
Subsequent Events | ||||||||
Number of farms sold | property | 5 | |||||||
Proceeds from sale of farms | $ 7,500 | |||||||
Gain on sale of farms | $ 1,100 | |||||||
Number of farms acquired | property | 1 | |||||||
Payments to acquire farms | $ 5,900 | |||||||
Subsequent event | Southeast | ||||||||
Subsequent Events | ||||||||
Proceeds from sale of farms | $ 41,600 | |||||||
Series B Participating Preferred Stock | ||||||||
Subsequent Events | ||||||||
Preference dividend (as a percent) | 6.00% | |||||||
Series B Participating Preferred Stock | Subsequent event | ||||||||
Subsequent Events | ||||||||
Dividend declared (per share) | $ / shares | $ 0.375 | |||||||
Common Units | Subsequent event | ||||||||
Subsequent Events | ||||||||
Dividend declared (per share) | $ / shares | $ 0.05 |