Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 22, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36405 | |
Entity Registrant Name | Farmland Partners Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-3769850 | |
Entity Address, Address Line One | 4600 South Syracuse Street, Suite 1450 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80237-2766 | |
City Area Code | 720 | |
Local Phone Number | 452-3100 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | FPI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,062,525 | |
Entity Central Index Key | 0001591670 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Land, at cost | $ 931,803 | $ 924,952 |
Grain facilities | 11,282 | 12,091 |
Groundwater | 10,214 | 10,214 |
Irrigation improvements | 52,703 | 53,887 |
Drainage improvements | 12,606 | 12,805 |
Permanent plantings | 53,741 | 54,374 |
Other | 6,783 | 8,167 |
Construction in progress | 10,153 | 9,284 |
Real estate, at cost | 1,089,285 | 1,085,774 |
Less accumulated depreciation | (37,082) | (32,654) |
Total real estate, net | 1,052,203 | 1,053,120 |
Deposits | 2,155 | |
Cash | 21,373 | 27,217 |
Assets held for sale | 518 | |
Notes and interest receivable, net | 6,128 | 2,348 |
Right of use asset | 142 | 93 |
Deferred offering costs | 76 | |
Deferred financing fees, net | 22 | 87 |
Accounts receivable, net | 7,221 | 4,120 |
Inventory | 1,705 | 1,117 |
Equity-method investments | 3,424 | |
Prepaid and other assets | 1,919 | 2,889 |
TOTAL ASSETS | 1,096,886 | 1,090,991 |
LIABILITIES | ||
Mortgage notes and bonds payable, net | 499,533 | 506,625 |
Lease liability | 142 | 93 |
Dividends payable | 1,715 | 1,612 |
Derivative liability | 1,239 | 2,899 |
Accrued interest | 3,103 | 3,446 |
Accrued property taxes | 2,588 | 1,817 |
Deferred revenue | 31 | 37 |
Accrued expenses | 12,767 | 8,272 |
Total liabilities | 521,118 | 524,801 |
Commitments and contingencies (See Note 8) | ||
Series B Participating Preferred Stock, $0.01 par value, 6,037,500 shares authorized; 5,806,797 shares issued and outstanding at September 30, 2021, and 5,831,870 at December 31, 2020 | 139,116 | 139,766 |
Redeemable non-controlling interest in operating partnership, Series A preferred units | 119,633 | 120,510 |
EQUITY | ||
Common stock, $0.01 par value, 500,000,000 shares authorized; 32,942,696 shares issued and outstanding at September 30, 2021, and 30,571,271 shares issued and outstanding at December 31, 2020 | 319 | 297 |
Additional paid in capital | 374,966 | 345,870 |
Retained earnings (deficit) | (11,066) | 1,037 |
Cumulative dividends | (59,579) | (54,751) |
Other comprehensive income | (284) | (2,380) |
Non-controlling interests in operating partnership | 12,663 | 15,841 |
Total equity | 317,019 | 305,914 |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS IN OPERATING PARTNERSHIP AND EQUITY | $ 1,096,886 | $ 1,090,991 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
Series B Participating Preferred Stock, par value | $ 0.01 | $ 0.01 |
Series B Participating Preferred Stock, shares authorized | 6,037,500 | 6,037,500 |
Series B Participating Preferred Stock, shares issued | 5,806,797 | 5,831,870 |
Series B Participating Preferred Stock, shares outstanding | 5,806,797 | 5,831,870 |
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 | 32,942,696 | 30,571,271 |
Common stock, shares outstanding | 32,942,696 | 30,571,271 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING REVENUES: | ||||
Rental income | $ 8,850 | $ 8,701 | $ 27,400 | $ 27,916 |
Total operating revenues | 10,105 | 10,604 | 31,693 | 32,771 |
OPERATING EXPENSES | ||||
Depreciation, depletion and amortization | 1,911 | 1,979 | 5,731 | 5,982 |
Property operating expenses | 1,993 | 1,961 | 5,632 | 5,640 |
Cost of goods sold | 417 | 1,332 | 1,334 | 2,643 |
Acquisition and due diligence costs | 5 | 5 | 11 | |
General and administrative expenses | 1,746 | 1,395 | 5,258 | 4,248 |
Legal and accounting | 2,599 | 287 | 8,241 | 1,617 |
Other operating expenses | 1 | 2 | 2 | |
Total operating expenses | 8,671 | 6,955 | 26,203 | 20,143 |
OPERATING INCOME | 1,434 | 3,649 | 5,490 | 12,628 |
OTHER (INCOME) EXPENSE: | ||||
Other (income) expense | (8) | 25 | (59) | 113 |
(Income) loss from equity method investment | (15) | (15) | ||
(Gain) loss on disposition of assets | 112 | (1,348) | (3,355) | (2,179) |
Interest expense | 4,014 | 4,411 | 11,974 | 13,541 |
Total other expense | 4,103 | 3,088 | 8,545 | 11,475 |
Net income (loss) before income tax expense | (2,669) | 561 | (3,055) | 1,153 |
NET INCOME (LOSS) | (2,669) | 561 | (3,055) | 1,153 |
Net (income) loss attributable to non-controlling interests in operating partnership | 115 | (34) | 127 | (70) |
Net income (loss) attributable to the Company | (2,554) | 527 | (2,928) | 1,083 |
Nonforfeitable distributions allocated to unvested restricted shares | (14) | (16) | (42) | (48) |
Distributions on Series A Preferred Units and Series B Preferred Stock | (3,055) | (3,064) | (9,175) | (9,269) |
Net (loss) available to common stockholders of Farmland Partners Inc. | $ (5,623) | $ (2,553) | $ (12,145) | $ (8,234) |
Basic and diluted per common share data: | ||||
Basic net (loss) available to common stockholders | $ (0.17) | $ (0.09) | $ (0.39) | $ (0.28) |
Diluted net (loss) available to common stockholders | $ (0.17) | $ (0.09) | $ (0.39) | $ (0.28) |
Basic weighted average common shares outstanding (in shares) | 32,551 | 29,206 | 31,355 | 29,392 |
Diluted weighted average common shares outstanding (in shares) | 32,551 | 29,206 | 31,355 | 29,392 |
Dividends declared per common share | $ 0.05 | $ 0.05 | $ 0.15 | $ 0.15 |
Tenant reimbursements | ||||
OPERATING REVENUES: | ||||
Revenue | $ 861 | $ 911 | $ 2,638 | $ 2,655 |
Crop sales | ||||
OPERATING REVENUES: | ||||
Revenue | 262 | 748 | 715 | 1,445 |
Other revenue | ||||
OPERATING REVENUES: | ||||
Revenue | $ 132 | $ 244 | $ 940 | $ 755 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | $ (2,669) | $ 561 | $ (3,055) | $ 1,153 |
Amortization of OCI | 234 | 301 | 764 | 547 |
Net change associated with current period hedging activities | 390 | 226 | 1,332 | (1,756) |
Comprehensive income (loss) | (2,045) | 1,088 | (959) | (56) |
Comprehensive income (loss) attributable to non-controlling interests | 115 | (34) | 127 | (70) |
Net income (loss) attributable to Farmland Partners Inc. | $ (1,930) | $ 1,054 | $ (832) | $ (126) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity and Other Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | Common stock | Additional Paid in Capital | Retained Earnings | Cumulative Dividends | Other Comprehensive Income. | Non-controlling Interests in Operating Partnership | Total |
Balance at Dec. 31, 2019 | $ 292 | $ 338,387 | $ 6,251 | $ (48,784) | $ (1,644) | $ 19,044 | $ 313,546 |
Balance (in shares) at Dec. 31, 2019 | 29,952 | ||||||
Increase (decrease) in shareholders' equity | |||||||
Net income (loss) | 394 | 25 | 419 | ||||
Grant of unvested restricted stock (in shares) | 139 | ||||||
Stock based compensation | 242 | 242 | |||||
Dividends accrued or paid | (3,115) | (1,498) | (95) | (4,708) | |||
Net change associated with current period hedging transactions | (1,583) | (1,583) | |||||
Repurchase and cancellation of shares | $ (3) | (1,396) | (1,399) | ||||
Repurchase and cancellation of shares (in shares) | (225) | ||||||
Adjustment to non-controlling interest resulting from changes in ownership of the operating partnership | 224 | (224) | |||||
Balance at Mar. 31, 2020 | $ 289 | 337,457 | 3,530 | (50,282) | (3,227) | 18,750 | 306,517 |
Balance (in shares) at Mar. 31, 2020 | 29,866 | ||||||
Increase (decrease) in shareholders' equity | |||||||
Net income (loss) | 162 | 11 | 173 | ||||
Stock based compensation | 275 | 275 | |||||
Dividends accrued or paid | (3,088) | (1,488) | (96) | (4,672) | |||
Net change associated with current period hedging transactions | (153) | (153) | |||||
Repurchase and cancellation of shares | $ (2) | (1,795) | (1,797) | ||||
Repurchase and cancellation of shares (in shares) | (270) | ||||||
Adjustment to non-controlling interest resulting from changes in ownership of the operating partnership | 121 | (121) | |||||
Balance at Jun. 30, 2020 | $ 287 | 336,058 | 604 | (51,770) | (3,380) | 18,544 | 300,343 |
Balance (in shares) at Jun. 30, 2020 | 29,596 | ||||||
Increase (decrease) in shareholders' equity | |||||||
Net income (loss) | 527 | 34 | 561 | ||||
Stock based compensation | 271 | 271 | |||||
Dividends accrued or paid | (3,065) | (1,454) | (95) | (4,614) | |||
Net change associated with current period hedging transactions | 527 | 527 | |||||
Repurchase and cancellation of shares | $ (5) | (3,367) | (3,372) | ||||
Repurchase and cancellation of shares (in shares) | (510) | ||||||
Adjustment to non-controlling interest resulting from changes in ownership of the operating partnership | 75 | (75) | |||||
Balance at Sep. 30, 2020 | $ 282 | 333,037 | (1,934) | (53,224) | (2,853) | 18,408 | 293,716 |
Balance (in shares) at Sep. 30, 2020 | 29,086 | ||||||
Balance at Dec. 31, 2020 | $ 297 | 345,870 | 1,037 | (54,751) | (2,380) | 15,841 | 305,914 |
Balance (in shares) at Dec. 31, 2020 | 30,571 | ||||||
Increase (decrease) in shareholders' equity | |||||||
Net income (loss) | 2,360 | 117 | 2,477 | ||||
Grant of unvested restricted stock (in shares) | 113 | ||||||
Forfeiture of unvested restricted stock (in shares) | (3) | ||||||
Stock based compensation | 251 | 251 | |||||
Dividends accrued or paid | (3,065) | (1,540) | (74) | (4,679) | |||
Conversion of common units to shares of common stock | $ 1 | 1,697 | (1,698) | ||||
Conversion of common units to shares of common stock (in shares) | 159 | ||||||
Net change associated with current period hedging transactions | 1,501 | 1,501 | |||||
Adjustment to non-controlling interest resulting from changes in ownership of the operating partnership | 38 | (38) | |||||
Balance at Mar. 31, 2021 | $ 298 | 347,856 | 332 | (56,291) | (879) | 14,148 | 305,464 |
Balance (in shares) at Mar. 31, 2021 | 30,840 | ||||||
Increase (decrease) in shareholders' equity | |||||||
Net income (loss) | (2,735) | (130) | (2,865) | ||||
Issuance of stock | $ 19 | 25,281 | 25,300 | ||||
Issuance of stock (in shares) | 1,955 | ||||||
Grant of unvested restricted stock (in shares) | 16 | ||||||
Stock based compensation | 334 | 334 | |||||
Dividends accrued or paid | (3,054) | (1,641) | (74) | (4,769) | |||
Net change associated with current period hedging transactions | (29) | (29) | |||||
Adjustment to non-controlling interest resulting from changes in ownership of the operating partnership | (172) | 172 | |||||
Balance at Jun. 30, 2021 | $ 317 | 373,299 | (5,457) | (57,932) | (908) | 14,116 | 323,435 |
Balance (in shares) at Jun. 30, 2021 | 32,811 | ||||||
Increase (decrease) in shareholders' equity | |||||||
Net income (loss) | (2,554) | (115) | (2,669) | ||||
Issuance of stock | $ 1 | 65 | 66 | ||||
Issuance of stock (in shares) | 5 | ||||||
Grant of unvested restricted stock (in shares) | 4 | ||||||
Stock based compensation | 334 | 334 | |||||
Dividends accrued or paid | (3,055) | (1,647) | (70) | (4,772) | |||
Conversion of common units to shares of common stock | $ 1 | 1,275 | (1,275) | 1 | |||
Conversion of common units to shares of common stock (in shares) | 123 | ||||||
Net change associated with current period hedging transactions | 624 | 624 | |||||
Adjustment to non-controlling interest resulting from changes in ownership of the operating partnership | (7) | 7 | |||||
Balance at Sep. 30, 2021 | $ 319 | $ 374,966 | $ (11,066) | $ (59,579) | $ (284) | $ 12,663 | $ 317,019 |
Balance (in shares) at Sep. 30, 2021 | 32,943 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (3,055) | $ 1,153 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 5,731 | 5,982 |
Amortization of deferred financing fees and discounts/premiums on debt | 304 | 218 |
Stock-based compensation | 919 | 788 |
(Gain) on disposition of assets | (3,355) | (2,179) |
(Income) loss from equity method investment | (15) | |
Proceeds from litigation settlement | 550 | |
Bad debt expense | 325 | |
Amortization of dedesignated interest rate swap | 764 | 547 |
Changes in operating assets and liabilities: | ||
(Increase) Decrease in accounts receivable | (3,312) | (1,256) |
(Increase) Decrease in interest receivable | (117) | 7 |
(Increase) Decrease in other assets | (1,301) | 1,734 |
(Increase) Decrease in inventory | (588) | 45 |
Increase (Decrease) in accrued interest | (379) | 88 |
Increase (Decrease) in accrued expenses | 4,336 | 1,757 |
Increase (Decrease) in deferred revenue | (52) | 166 |
Increase (Decrease) in accrued property taxes | 808 | 786 |
Net cash provided by operating activities | 1,238 | 10,161 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Real estate acquisitions | (31,008) | (884) |
Real estate and other improvements | (2,186) | (2,026) |
Investment in equity method investees | (991) | |
Principal receipts on notes receivable | 37 | 1,762 |
Issuance of note receivable | (3,702) | (8) |
Proceeds from sale of property | 28,710 | 13,427 |
Net cash provided by (used in) investing activities | (9,140) | 12,271 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings from mortgage notes payable | 26,750 | |
Repayments on mortgage notes payable | (33,976) | (2,994) |
Proceeds from ATM offering | 25,365 | |
Participating preferred stock repurchased | (650) | (3,095) |
Common stock repurchased | (6,568) | |
Payment of debt issuance costs | (147) | (130) |
Payment of swap fees | (291) | (182) |
Dividends on common stock | (4,713) | (4,484) |
Distributions to non-controlling interests in operating partnership, common | (228) | (285) |
Net cash provided by (used in) financing activities | 2,058 | (27,885) |
NET (DECREASE) IN CASH | (5,844) | (5,453) |
CASH, BEGINNING OF PERIOD | 27,217 | 12,561 |
CASH, END OF PERIOD | 21,373 | 7,108 |
Cash paid during period for interest | 11,019 | 12,650 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Additions to real estate improvements included in accrued expenses | 164 | 141 |
Settlement of outstanding notes receivable with property acquisitions | 487 | |
Swap fees payable included in accrued interest | 36 | 36 |
Deferred offering costs amortized through equity in the period | 80 | |
Right of Use Asset | 142 | 128 |
Lease Liability | 142 | 128 |
Conversion of Convertible Notes into Investment in equity method investee | 2,417 | |
Common stock | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Dividend payable, common stock | 1,647 | 1,454 |
Common Unit Holders | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Dividend payable, common units | 68 | 95 |
Series A Preferred Units | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Distribution on preferred units/stock | (3,510) | (3,510) |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Dividend payable, common units | 2,600 | |
Distributions payable, Series A preferred units | 2,633 | 2,633 |
Series B Participating Preferred Stock | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Distribution on preferred units/stock | $ (6,542) | $ (6,637) |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Significant Accounting Policies | |
Organization and Significant Accounting Policies | Note 1—Organization and Significant Accounting Policie s Organization Farmland Partners Inc. (“FPI”), collectively with its subsidiaries, is an internally managed real estate company that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America. FPI was incorporated in Maryland on September 27, 2013. FPI elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended December 31, 2014. FPI is the sole member of the sole general partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013. All of FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of September 30, 2021, FPI owned a 95.7% interest in the Operating Partnership. See “Note 9—Stockholders’ Equity and Non-controlling Interests” for additional discussion regarding Class A Common units of limited partnership interest in the Operating Partnership (“Common units”), Series A preferred units of limited partnership interest in the Operating Partnership (“Series A preferred units”) and Series B participating preferred units of limited partnership interest in the Operating Partnership (“Series B participating preferred units”). Unlike holders of FPI’s common stock, holders of the Operating Partnership’s Common units and Series A preferred units generally do not have voting rights or the power to direct the affairs of FPI. As of September 30, 2021, the Operating Partnership owns a 9.98% equity interest in an unconsolidated equity method investment that holds 10 properties (see “Note 1, Convertible Notes Receivable”). References to the “Company,” “we,” “us,” or “our” mean collectively FPIand its consolidated subsidiaries, including the Operating Partnership. As of September 30, 2021, the Company owned a portfolio of approximately 158,000 acres which are consolidated in these financial statements. In addition, the Company serves as property manager over approximately 8,300 acres (see “Note 4—Related Party Transactions”). 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. On October 4, 2021, the Company converted all 5,806,797 shares of the outstanding Series B Participating Preferred Stock into shares of common stock. (See “Note 9—Stockholders’ Equity—Series B Participating Preferred Stock” for more information on the Series B Participating Preferred Stock and see “Note 11 – Subsequent Events” for information on the conversion of Series B Participating Preferred Stock.) 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 directly operate farms under certain circumstances. As of September 30, 2021, the TRS performed direct farming operations on 2,807 acres of farmland owned by the Company located in California and Michigan. All references to numbers and percent of acres within this report are unaudited. Principles of Consolidation The accompanying consolidated financial statements for the periods ended September 30, 2021 and 2020 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 FPI 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 nine months ended September 30, 2021 and 2020 is unaudited. The accompanying financial statements for the three and nine months ended September 30, 2021 and 2020 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, 2020, 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 19, 2021. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of actual operating results for the entire year ending December 31, 2021. 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, including the impacts of the ongoing coronavirus (“COVID-19”) pandemic and its effects on the domestic and global economies. We are unable to quantify the ultimate impact of the pandemic on our business. Real Estate Acquisitions When the Company acquires farmland where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or, 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 and processes which have the ability to contribute to the creation of 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 were vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, permanent plantings and any liabilities, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition. Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements, groundwater, permanent plantings (bushes, shrubs, vines and perennial crops) and grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets by valuing the land as if it were unimproved. The Company values improvements, including permanent plantings and grain facilities, at replacement cost, adjusted for depreciation. Management’s estimates of land value are made using a comparable sales analysis. Factors considered by management in its analysis of land value include soil types 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. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company’s evaluation of the specific characteristics of each tenant’s lease, availability of replacement tenants, probability of lease renewal, estimated down time and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships are included as an intangible asset and have been amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including (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 nine months ended September 30, 2021, the company incurred an immaterial amount of costs related to acquisition and due diligence. 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 The Company recognizes gains from the sales of real estate assets, generally at the time the title is transferred, consideration is received and the Company no longer has substantial continuing involvement with the real estate sold, aside from properties managed for Promised Land Opportunity Zone Farms I, LLC (the "OZ Fund"), as described below. Assets Held For Sale Convertible Notes Receivable Equity Method Investments As of September 30, 2021, the aggregate balance of our Equity Method Investment was approximately $3.4 million. The OZ Fund will exist until an event of dissolution occurs, as defined in the limited liability company agreement of the OZ Fund. Under the OZ Fund agreement, the Manager of the OZ Fund may call for additional capital contributions from its members to fund expenses, property acquisitions and capital improvements in accordance with each members’ funding ratio. The Operating Partnership’s additional capital contributions are capped at $20 million. Under the agreement, any available cash, after the allowance for the payment of all obligations, operating expenses and capital improvements, is distributed to the Members at least annually. For each fiscal year, net income or loss is allocated to the Members pro rata in accordance with their percentage interest. Liquidity Policy Allowance for Doubtful Accounts In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the method and timing of the recognition of credit losses on financial assets. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. Operating lease receivables are outside the scope of the new standard. The Company records an allowance for doubtful accounts, reducing the receivables balance to an amount that it estimates is collectible from our customers. Estimates used in determining the allowance for doubtful accounts are based on historical collection experience, current trends, aging of accounts receivable and periodic credit evaluations of the Company’s customers’ financial condition. The Company writes off accounts receivable when it becomes apparent, based upon age or customer circumstances, such that all current expected losses are sufficiently reserved for at each reporting period. The Company considered its current expectations of future economic conditions when estimating its allowance for doubtful accounts. As of September 30, 2021 and December 31, 2020, the Company had an allowance for doubtful accounts of $0.0 million. Inventory The costs of growing crops are accumulated until the time of harvest at the lower of cost or net realizable value and are included in inventory in the consolidated balance sheets. Costs are allocated to growing 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. For the three months ended September 30, 2021 and 2020, the cost of harvested crop was $0.4 million and $1.3 million, respectively. For the nine months ended September 30, 2021 and 2020, the cost of harvested crop was $1.3 million and $2.6 million, respectively. 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 net realizable value. As of September 30, 2021 and December 31, 2020, inventory consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Harvested crop $ 198 $ 47 Growing crop 1,507 1,070 $ 1,705 $ 1,117 Fair Value The Company is required to disclose fair value as explained in “Note 6 – Notes Receivable”, “Note 7 – Mortgage Notes, Lines of Credit and Bonds Payable” and “Note 10 – Hedge Accounting” below. FASB ASC 820-10 establishes a three-level hierarchy for the disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: ● Level 1 —Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable or can be substantially corroborated for the 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. Hedge Accounting ASC 815 requires the Company to recognize all of its derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the consolidated statements of operations during the 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 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 terminated its old interest rate swap at the end of March 2020 and entered into a new interest rate swap agreement to manage interest rate risk exposure, effective April 1, 2020. The interest rate swap agreement utilized by the Company effectively modified the Company’s exposure to interest rate risk by converting the Company’s floating-rate debt to a fixed rate basis for the next six years on 50% of the outstanding amount to Rabobank at the time of the agreement, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. As of September 30, 2021, 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 Recently adopted The ASU was effective upon issuance on a prospective basis beginning January 1, 2020 and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting practical expedient to its cash flow hedge. The Company will continue to evaluate its debt, derivative and lease contracts that are eligible for modification relief and expects to apply those elections as needed. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition | |
Revenue Recognition | Note 2—Revenue Recognition Fixed rent: Variable rent: Fixed rent and variable rent: Tenant reimbursements: Crop sales: Most of the Company’s farming leases range from two one one The following sets forth a summary of rental income recognized for the three and nine months ended September 30, 2021 and 2020: Rental income recognized For the three months ended For the nine months ended September 30, September 30, (in thousands) 2021 2020 2021 2020 Leases in effect at the beginning of the year $ 6,902 $ 7,789 $ 23,635 $ 25,468 Leases entered into during the year 1,948 912 3,765 2,448 $ 8,850 $ 8,701 $ 27,400 $ 27,916 Future minimum lease payments from tenants under all non-cancelable leases in place as of September 30, 2021, including lease advances when contractually due, but excluding crop share and tenant reimbursement of expenses, for the remainder of 2021 and each of the next four years and thereafter as of September 30, 2021 are as follows: (in thousands) Future rental Year Ending December 31, payments 2021 (remaining three months) $ 8,437 2022 24,025 2023 14,195 2024 6,359 2025 2,810 Thereafter 23,502 $ 79,328 Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only. |
Concentration Risk
Concentration Risk | 9 Months Ended |
Sep. 30, 2021 | |
Concentration Risk | |
Concentration Risk | Note 3—Concentration Risk Credit Risk For the three and nine months ended September 30, 2021, the Company had no significant tenants representing a tenant concentration of 10% or greater of period revenue. Historically, and in the future, if a 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. Geographic Risk The following table summarizes the percentage of approximate total acres owned as of September 30, 2021 and 2020 and the percentage of rental income recorded by the Company for the three and nine months ended September 30, 2021 and 2020 by region: Approximate % Rental Income (1) of total acres For the three months ended For the nine months ended As of September 30, September 30, September 30, Location of Farm (2) 2021 2020 2021 2020 2021 2020 Corn Belt 27.3 % 27.8 % 34.0 % 37.3 % 35.5 % 34.8 % Delta and South 20.4 % 17.9 % 13.8 % 11.8 % 11.6 % 11.0 % High Plains 18.8 % 19.0 % 8.2 % 7.4 % 8.0 % 7.2 % Southeast 26.2 % 27.9 % 22.5 % 26.2 % 23.0 % 25.1 % West Coast 7.3 % 7.4 % 21.5 % 17.3 % 21.9 % 21.9 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % (1) Due to regional disparities in the use of leases with variable rent and seasonal variations in the recognition of variable rent, 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, and South Dakota. 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 | 9 Months Ended |
Sep. 30, 2021 | |
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 Paul A. Pittman, the Company’s Chairman and Chief Executive Officer. The private plane is generally utilized when commercial air travel is not readily available or practical to and from a particular location. The Company paid costs of $0.03 million and $0.03 million during the three months ended September 30, 2021 and 2020, respectively, and $0.12 million and $0.08 million during the nine months ended September 30, 2021 and 2020, respectively, to American Ag Aviation for use of the aircraft in accordance with the lease agreement. These costs were recognized based on the nature of the associated use of the aircraft, as follows: (i) general and administrative - expensed as general and administrative expenses within the Company’s consolidated statements of operations; (ii) land acquisition (accounted for as an asset acquisition) - allocated to the acquired real estate assets within the Company’s consolidated balance sheets; and (iii) land acquisition (accounted for as a business combination) - expensed as acquisition and due diligence costs within the Company’s consolidated statements of operations. On January 20, 2021, the Company entered into property sale and long-term management agreements with the OZ Fund. The OZ Fund is a Delaware limited liability company whose manager is the brother of one of the Company's independent directors. That independent director has an indirect investment in the OZ Fund. In addition, as partial consideration in certain transactions with the OZ Fund, the Company received the OZ Convertible Notes, which on July 16, 2021, were converted into a 7.6% equity interest in the OZ Fund. As of September 30, 2021, the Company had a 9.98% interest in the OZ Fund. Under the terms of the long-term management agreement, the Company earns a quarterly management fee equal to (i) 0.2125% times gross book value per quarter if the gross book value is less than $50 million or (ii) 0.2000% times gross book value per quarter if the gross book value is $50 million or more. The Company earned management fees of $0.05 million and $0.10 million, respectively, during the three and nine months ended September 30, 2021. |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate | |
Real Estate | Note 5—Real Estate The Company completed five acquisitions, consisting of five properties, in the Corn Belt, Delta and South and Southeast regions during the nine months ended September 30, 2021. Aggregate consideration for these acquisitions totaled $17.0 million in cash and $14.0 million of notes payable. No intangible assets were acquired through these acquisitions. The Company completed two acquisitions, consisting of four properties, in the Corn Belt region during the nine months ended September 30, 2020. Aggregate consideration for these acquisitions totaled $1.4 million and was comprised of $0.9 million in cash, and $0.5 million reduction in notes receivable and related interest to the seller through the acquisition of collateralized property. No intangible assets were acquired through these acquisitions. During the nine months ended September 30, 2021, the Company completed nine dispositions consisting of seventeen properties in the Corn Belt, Delta and South and Southeast regions. The Company received cash consideration for these dispositions totaling $28.7 million and $2.4 million of convertible notes receivable, and recognized an aggregate gain on sale of $3.4 million. During the nine months ended September 30, 2020, the Company completed four dispositions consisting of eight properties, in the Corn Belt and High Plains regions for aggregate consideration of $13.4 million and an aggregate gain on sale of $2.2 million. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Notes Receivable | |
Notes Receivable | Note 6—Notes Receivable The Company offers an agricultural lending product (the “FPI Loan Program”) focused on farmers as a complement to the Company’s business of acquiring and owning farmland and leasing it to farmers. Under the FPI Loan Program, the Company makes loans to third-party farmers (both tenant and non-tenant) to provide financing for property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and for other farming and agricultural real estate related projects. The Company seeks to make loans that are collateralized by farm real estate or growing crops and in principal amounts of $1.0 million or more at fixed interest rates with maturities of up to six years. The Company expects the borrower to repay the loans in accordance with the loan agreements based on farming operations and access to other forms of capital, as permitted. In addition to loans made under the FPI Loan Program, the Company, on certain occasions, makes short-term loans to tenants secured by collateral other than real estate, such as growing crops, equipment or inventory, when the Company believes such loans will ensure the orderly completion of farming operations on a property owned by the Company for a given crop year and other credit is not available to the borrower. 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. The Company monitors its receivables based upon historical collection experience, collateral values and current trends. Accrued interest write-offs are recognized as credit loss expense. The Company’s estimate of expected credit losses on its notes receivable principal balance is $0.0 million as of September 30, 2021 and December 31, 2020. The Company recorded credit loss expense related to interest receivables of $0.00 million and $0.00 million during the three months ended September 30, 2021 and 2020, respectively, and $0.00 million and $0.05 million during the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021 and December 31, 2020, the Company had the following notes receivable: ($ in thousands) Principal Outstanding as of Maturity Loan Payment Terms September 30, 2021 December 31, 2020 Date Mortgage Note (1) Principal & interest due at maturity $ 223 $ 229 12/7/2028 Mortgage Note (1) Principal due at maturity & interest due monthly 2,135 2,135 3/16/2022 Mortgage Note (2) Principal due at maturity & interest due quarterly 1,571 — 6/23/2023 Mortgage Note (3) Principal due at maturity & interest due semi-annually 2,100 — 8/18/2023 Total outstanding principal 6,029 2,364 Interest receivable (net prepaid interest and points) 99 277 Provision for interest receivable — (293) Total notes and interest receivable $ 6,128 $ 2,348 (1) The original note was renegotiated and a second note was entered into simultaneously with the borrower during the three months ended March 31, 2017. The notes include mortgages on two additional properties in Colorado that include repurchase options for the properties at a fixed price that are exercisable by the buyer between the third and fifth anniversary of the issuance of the notes. (2) On July 27, 2021, the Company entered into a loan secured against farmland. (3) On August 18, 2021, the Company entered into a loan secured against farmland and farm equipment. The collateral for the mortgage notes receivable consists of real estate, personal property and growing crops. The fair value of notes receivable is valued using Level 3 inputs under the hierarchy established by GAAP and is calculated based on a discounted cash flow analysis, using interest rates based on management’s estimates of market interest rates on mortgage notes receivable with comparable terms whenever the interest rates on the notes receivable are deemed not to be at market rates. As of September 30, 2021 and December 31, 2020, the fair value of the notes receivable was $6.1 million and $2.4 million, respectively. |
Mortgage Notes, Lines of Credit
Mortgage Notes, Lines of Credit and Bonds Payable | 9 Months Ended |
Sep. 30, 2021 | |
Mortgage Notes, Lines of Credit and Bonds Payable | |
Mortgage Notes, Lines of Credit and Bonds Payable | Note 7—Mortgage Notes, Lines of Credit and Bonds Payable As of September 30, 2021 and December 31, 2020, the Company had the following indebtedness outstanding: Book Annual Value of ($ in thousands) Interest Principal Collateral Rate as of Outstanding as of as of September 30, September 30, December 31, Maturity September 30, Loan Payment Terms Interest Rate Terms 2021 2021 2020 Date 2021 Farmer Mac Bond #6 Semi-annual interest only 3.69% 3.69% $ 13,827 $ 13,827 April 2025 $ 21,438 Farmer Mac Bond #7 Semi-annual interest only 3.68% 3.68% 11,160 11,160 April 2025 18,595 MetLife Term Loan #1 (1) Semi-annual interest only 3.30% adjusted every three years 3.30% 83,205 85,188 March 2026 186,805 MetLife Term Loan #2 Semi-annual interest only 4.27% adjusted every three years 4.27% 16,000 16,000 March 2026 32,513 MetLife Term Loan #3 Semi-annual interest only 4.27% adjusted every three years 4.27% 16,800 21,000 March 2026 26,141 MetLife Term Loan #4 (1) Semi-annual interest only 3.30% adjusted every three years 3.30% 13,016 15,685 June 2026 25,694 MetLife Term Loan #5 Semi-annual interest only 3.50% adjusted every three years 3.50% 6,779 8,379 January 2027 9,994 MetLife Term Loan #6 Semi-annual interest only 3.45% adjusted every three years 3.45% 27,158 27,158 February 2027 58,087 MetLife Term Loan #7 Semi-annual interest only 3.20% adjusted every three years 3.20% 16,198 17,153 June 2027 36,391 MetLife Term Loan #8 Semi-annual interest only 4.12% fixed until 2027 4.12% 44,000 44,000 December 2042 110,042 MetLife Term Loan #9 Semi-annual interest only 3.20% adjusted every three years 3.20% 16,800 21,000 May 2028 39,005 MetLife Term Loan #10 Semi-annual interest only 3.00% adjusted every three years 3.00% 51,808 53,277 October 2030 109,410 MetLife Term Loan #11 Semi-annual interest only 2.85% fixed until 2024 2.85% 12,750 — October 2031 26,890 Rabobank Semi-annual interest only LIBOR + 1.70% adjustable every three years 1.78% 59,500 62,358 March 2028 29,857 Rutledge Note Payable #1 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 17,000 17,000 April 2022 40,538 Rutledge Note Payable #2 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 25,000 25,000 April 2022 48,164 Rutledge Note Payable #3 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 25,000 25,000 April 2022 29,302 Rutledge Note Payable #4 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 15,000 15,000 April 2022 84,031 Rutledge Note Payable #5 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 30,000 30,000 April 2022 128,974 Total outstanding principal 501,001 508,185 $ 1,061,871 Debt issuance costs (1,468) (1,560) Unamortized premium — — Total mortgage notes and bonds payable, net $ 499,533 $ 506,625 (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) On January 29, 2021 the Rutledge Facility (as defined below) maturity was extended to April 1, 2022. Farmer Mac Facility As of September 30, 2021 and December 31, 2020, the Company had approximately $25.0 million outstanding 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 September 30, 2021. MetLife Term Loans As of September 30, 2021 and December 31, 2020, the Company had $304.5 million and $308.8 million outstanding, respectively (the “Metlife loans”), under the loan agreements between certain of the Company’s subsidiaries and Metropolitan Life Insurance Company (“MetLife”) (together, the “MetLife loan agreements”). 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%. In connection with each of the MetLife loan agreements, FPI and the Operating Partnership each entered into separate guarantees whereby FPI and the Operating Partnership jointly and severally agree to unconditionally guarantee the obligations under the Metlife loan agreements (the “MetLife guarantees”). The MetLife guarantees contain a number of customary affirmative and negative covenants. The Company was in compliance with all covenants under the MetLife loan agreements and MetLife guarantees as of September 30, 2021. 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, FPI and the Operating Partnership, the occurrence of which, after any applicable cure period, would permit MetLife, among other things, to accelerate payment of all amounts outstanding under the MetLife loans and to exercise its remedies with respect to the pledged collateral, including foreclosure and sale of the Company’s properties that collateralize the MetLife loans. Rutledge Credit Facility As of September 30, 2021 and December 31, 2020, the Company and the Operating Partnership had $112.0 million and $112.0 million, respectively, outstanding under the credit facility with Rutledge Investment Company (the “Rutledge Facility”). As of September 30, 2021, $0.0 remains available under this facility and the Company was in compliance with all covenants under the loan agreements relating to the Rutledge Facility. In connection with each of the loan agreements relating to the Rutledge Facility, the Company and the Operating Partnership each entered into separate guarantees whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee the obligations under the loan agreements related to the Rutledge Facility (the “Rutledge guarantees”). The Rutledge guarantees contain a number of customary affirmative and negative covenants. Rabobank Mortgage Note As of September 30, 2021 and December 31, 2020, the Company and the Operating Partnership had $59.5 million and $62.4 million outstanding, respectively, under the Rabobank mortgage note. The Company was in compliance with all covenants under the Rabobank mortgage note as of September 30, 2021. Jefferson Bank Bridge Loan On May 28, 2021, the Company entered into a loan agreement with Jefferson Bank in connection with the acquisition of property. The loan was due September 2021 and was collateralized by the property acquired. In accordance with the terms of the applicable real estate purchase agreement, the seller agreed to reimburse the Company for a 3.0% interest rate on a maximum of $13.5 million in loan principal for the first 90 days following the closing. In September 2021, the loan was refinanced through the issuance of a MetLife loan. LIBOR Debt Issuance Costs Costs incurred by the Company in obtaining debt are deducted from the face amount of mortgage notes and bonds payable. Debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the respective terms of the related indebtedness. Any unamortized amounts upon early repayment of mortgage notes payable are written off in the period in which repayment occurs. Fully amortized deferred financing fees are removed from the balance sheet upon maturity or repayment of the underlying debt. Accumulated amortization of deferred financing fees was $1.6 million and $1.3 million as of September 30, 2021 and December 31, 2020, respectively. Aggregate Maturities As of September 30, 2021, aggregate maturities of long-term debt for the succeeding years are as follows: ($ in thousands) Year Ending December 31, Future Maturities 2021 (remaining three months) $ — 2022 112,000 2023 — 2024 2,100 2025 27,087 Thereafter 359,814 $ 501,001 Fair Value The fair value of the mortgage notes payable is valued using Level 3 inputs under the hierarchy established by GAAP and is calculated based on a discounted cash flow analysis, using interest rates based on management’s estimates of market interest rates on long-term debt with comparable terms whenever the interest rates on the mortgage notes payable are deemed not to be at market rates. As of September 30, 2021 and December 31, 2020, the fair value of the mortgage notes payable was $513.5 million and $535.1 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 8—Commitments and Contingencies The Company is not currently subject to any known material contingencies arising from its business operations, nor to any material known or threatened litigation other than as discussed below. In April 2015, the Company entered into a lease agreement for office space which the Company extended in March 2020 through July 31, 2021 and in May 2021 through September 2022. The lease commenced June 1, 2015 and had an initial monthly payment of $10,032, which increased to $10,200 in June 2016, $10,366 in June 2017, $10,534 in June 2018, $10,701 in June 2020, $12,373 in August 2020 and $13,042 in October 2021. Beginning in 2020, the Company recognized right of use assets and related lease liabilities in the consolidated balance sheets. The Company estimated the value of the lease liabilities using a discount rate of 3.35%, equivalent to the rate we would pay on a secured borrowing with similar terms to the lease. Options to extend the lease are excluded in our minimum lease terms unless the option is reasonably certain to be exercised. Our total lease cost for the three months ended September 30, 2021 and 2020 was $0.03 million and $0.02 million, respectively. For the nine months ended September 30, 2021 and 2020, total lease cost was $0.11 million and $0.09 million, respectively. As of September 30, 2021, the lease has a remaining term of twelve months. Minimum annual rental payments under these operating leases, reconciled to the lease liability included in accrued liabilities and other in our consolidated balance sheets, are as follows (in thousands): ($ in thousands) Future rental Year Ending December 31, payments 2021 (remaining three months) $ 39 2022 117 2023 — 2024 — 2025 — Thereafter — $ 156 Litigation On July 11, 2018, a purported class action lawsuit, captioned Kachmar v. Farmland Partners Inc. (the “Kachmar Action”), was filed in the United States District Court for the District of Colorado against the Company and certain of our officers by a purported Company stockholder. The complaint alleges, among other things, that our disclosure related to the FPI Loan Program was materially false and misleading in violation of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. On August 17, 2018, a second purported class action, captioned Mariconda v. Farmland Partners Inc. was filed in the United States District Court for the District of Colorado (the “Brokop Action”). As discussed below, the current named plaintiff in that action is a purported FPI shareholder named Don Brokop. The complaint filed in the Brokop Action alleged substantially identical claims to those alleged in the Kachmar Action. Several purported shareholders moved to consolidate the Kachmar Action and the Brokop Action and for appointment as lead plaintiff. On November 13, 2018, the plaintiff in the Kachmar Action voluntarily dismissed the Kachmar Action. On December 3, 2018, the court appointed two purported stockholders of the Company, the Turner Insurance Agency, Inc. and Cecilia Turner (the “Turners”), as lead plaintiffs in the Brokop Action. On March 11, 2019, the Turners and additional plaintiff Obelisk Capital Management filed an amended complaint in the Brokop Action. On June 18, 2019, the court denied the defendants’ motion to dismiss the amended complaint in the Brokop Action. The defendants answered the amended complaint on July 2, 2019. On December 6, 2019, plaintiffs voluntarily dismissed Obelisk Capital Management from the case. In connection with Obelisk Capital Management’s dismissal from the case, defendants filed a motion for judgment on the pleadings on December 10, 2019, which automatically stayed discovery in the action pending the court’s determination of the motion. On December 16, 2019, plaintiffs filed a motion for class certification, seeking to certify the case as a class action on behalf of purchasers of Farmland Partners’ common stock between November 12, 2015 and July 10, 2018 and to have the Turners and purported stockholder Don Brokop appointed as class representatives. On December 27, 2019, plaintiffs filed a motion for leave to file a second amended complaint to add Brokop as an additional plaintiff in place of Obelisk Capital Management. On December 8, 2020, the court granted the Turners’ motion to amend to add Brokop as an additional plaintiff and denied the Company’s motion for judgment on the pleadings. As a result, the automatic discovery stay was lifted and the court entered a schedule for proceedings going forward. The Company, Mr. Pittman, and Mr. Fabbri filed an opposition to plaintiffs’ motion for class certification on February 8, 2021. On February 17, 2021, plaintiffs filed a motion to withdraw the Turners as lead plaintiffs and to substitute Brokop as lead plaintiff. On June 7, 2021, the court granted the motion to withdraw the Turners and substitute Brokop as lead plaintiff. The parties completed fact discovery on June 29, 2021. On July 23, 2021, Magistrate Judge Nina Wang issued a Report and Recommendation to the district court recommending that Brokop’s motion for class certification be granted in part and denied in part. Specifically, the magistrate judge recommended that the district court deny the motion as to purchasers of Farmland Partners common stock between November 12, 2015 and December 14, 2016 and grant the motion as to purchasers between December 14, 2016 and July 11, 2018. On September 30, 2021, the district court issued an order adopting in part the magistrate judge’s recommendation and certifying a plaintiff class of purchasers of FPI stock between February 23, 2017 and July 11, 2018. Discovery concluded in the Brokop Action on October 1, 2021. The Company can provide no assurances as to the outcome of this litigation or provide an estimate of related expenses at this time. On December 18, 2018, a purported stockholder of the Company, Jack Winter, filed a complaint in the Circuit Court for Montgomery County, Maryland (the “Winter Action”), purporting to assert breach of fiduciary duty claims derivatively on the Company’s behalf against the Company’s directors and certain of the Company’s officers. The Winter Action alleges, among other things, that the Company’s directors and certain of the Company’s officers breached their fiduciary duties to the Company by allowing the Company to make allegedly false and misleading disclosures related to the FPI Loan Program, as alleged in the Brokop Action. On April 26, 2019, Winter voluntarily dismissed his complaint in the Circuit Court for Montgomery County Maryland. On May 14, 2019, Winter re-filed his complaint in the United States District Court for the District of Colorado. The Winter Action has been stayed pending further proceedings in the Turner Action. On November 25, 2019, another purported shareholder, Shawn Luger, filed a complaint derivatively on behalf of the Company and against certain of our officers in the Circuit Court for Baltimore City, Maryland (the “Luger Action”). The Luger Action complaint made similar claims to those in the Brokop and Winter Actions. On February 14, 2020, another purported shareholder, Brent Hustedde, filed a complaint derivatively on behalf of the Company and against certain of our officers in Maryland state court (the “Hustedde Action”). The Hustedde Action complaint made similar claims to those in the Brokop, Winter, Luger, and Barber Actions. On September 23, 2020, the Court consolidated the Luger and Hustedde action under the caption In re Farmland Partners Inc. Stockholder Litigation (the “Stockholder Litigation”). Luger and Hustedde (the “Derivative Plaintiffs”), the plaintiffs in the Stockholder Litigation, filed a consolidated amended complaint on October 30, 2020. The Company moved to dismiss the complaint in the Stockholder Litigation on December 15, 2020. On June 3, 2021, the court granted the Company’s motion to dismiss and dismissed the consolidated amended complaint in the Stockholder Litigation as to all defendants. On July 7, 2021, the Derivative Plaintiffs filed a notice of appeal, appealing the order dismissing their consolidated amended complaint to the Maryland Court of Special Appeals. On November 26, 2019, another purported shareholder, Anna Barber, filed a complaint derivatively on behalf of the Company and against certain of our officers in the United States District Court for the District of Colorado (the “Barber Action”). The Barber Action complaint made similar claims to those in the Brokop, Winter, and Luger Actions. On June 25, 2021, Barber voluntarily dismissed the Barber Action with prejudice. On July 24, 2018, we filed a lawsuit in the District Court, Denver County, Colorado, against “Rota Fortunae” (a pseudonym for Quinton Mathews, the individual behind Rota Fortunae) and numerous co-conspirators (collectively, “Wheel of Fortune”) in response to an article posted on Seeking Alpha that makes numerous allegations about the Company that we believe to be false or materially misleading. We believe that as a consequence of Wheel of Fortune’s internet posting, which we alleged was published in connection with a “short and distort” scheme to profit from an artificial decline in our stock price, the trading price of our common stock declined by approximately 40%. The Company does not expect insurance proceeds to cover a substantial portion of the costs related to the lawsuit we filed against Wheel of Fortune. On May 15, 2020, United States District Court for the District of Colorado to which this case was removed issued orders (i) denying Rota Fortunae’s motion to dismiss our claims; and (ii) requiring him to disclose his identity. On July 28, 2020, the Court granted our motion to amend the complaint to add Quinton Mathews’ name as well as the following alleged co-conspirators: QKM, L.L.C., Sabrepoint Capital Management, LP, Donald Marchiony and George Baxter. On February 26, 2021 the Court granted the motion of Sabrepoint Capital Management, LP, Donald Marchiony, and George Baxter to dismiss them solely on personal jurisdiction grounds. On June 20, 2021, Quinton Mathews (a.k.a. “Rota Fortunae”) entered into a settlement agreement with the Company in which he agreed to pay the Company a multiple of the profits he made when the Company’s common stock price fell in connection with the Wheel of Fortune article. The Company has long believed the Wheel of Fortune article was part of a short and distort attack on the Company. This was confirmed when Quinton Mathews issued a press release admitting he and his advisory clients shorted the Company in advance of the article and profited from the decline it caused, and further admitted that many of the key statements in that article – which he acknowledged led to the stock’s decline - were false. Following the parties’ settlement, the Court granted a joint stipulated motion to dismiss the case on June 29, 2021. On July 2, 2021, the Company filed a complaint against First Sabrepoint Capital Management, LP, Sabrepoint Capital Partners, LP, Sabrepoint Capital Participation, LP, George Baxter, and Donald Marchiony (collectively, “Sabrepoint”) in the Civil District Courts of Dallas County, Texas seeking relief for their role, as alleged in the complaint, in the short and distort scheme. Repurchase Options For certain of the Company’s acquisitions, the seller retains the option to repurchase the property at a future date for a price, which is calculated based on an appreciation factor over the original purchase price plus the value of improvements on the property, that, at the time of the acquisition, the Company expected would be at or above the property’s fair market value at the exercise date. As of September 30, 2021, the Company has an approximate aggregate net book value of $8.0 million related to assets with unexercised repurchase options, and $15.8 million related to assets with exercised repurchase options. On September 4, 2020, the seller of one such property exercised its right to repurchase approximately 2,860 acres in South Carolina. The Company received a non-refundable initial payment of $2.9 million upon exercise, plus an additional payment of $0.3 million in February 2021. The Company is scheduled to receive a series of non-refundable payments until the closing date, which is currently scheduled to take place on or before January 15, 2025. |
Stockholders' Equity and Non-co
Stockholders' Equity and Non-controlling Interests | 9 Months Ended |
Sep. 30, 2021 | |
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 FPI consolidates the Operating Partnership. As of September 30, 2021 and December 31, 2020, FPI owned 95.7% and 94.9% of the outstanding interests, respectively, in the Operating Partnership, and the remaining 4.3% and 5.1% interests, respectively, are 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 and Series A preferred 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 nine months ended September 30, 2021 and the year ended December 31, 2020, the Company issued 281,453 and 265,000, respectively, of shares of common stock upon redemption of 281,453 and 265,000, respectively, of Common units that had been tendered for redemption. There were 1.4 million and 1.6 million outstanding Common units eligible to be tendered for redemption as of September 30, 2021 and December 31, 2020, respectively. If the Company gives the limited partners notice of its intention to make an extraordinary distribution of cash or property to its stockholders or effect a merger, a sale of all or substantially all of its assets or any other similar extraordinary transaction, each limited partner may exercise its right to tender its Common units for redemption, regardless of the length of time such limited partner has held its Common units. Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem Common units for shares of common stock. When a Common unit is redeemed, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased. The Operating Partnership intends to continue to make distributions on each Common unit in the same amount as those paid on each share of FPI’s common stock, with the distributions on the Common units held by FPI being utilized to pay dividends to FPI’s common stockholders. 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. Changes in the ownership percentages between the Company’s stockholders’ equity and non-controlling interest in the Operating Partnership resulted in an increase/(decrease) the non-controlling interest in the Operating Partnership by $0.1 million and $(0.4) million during the nine months ended September 30, 2021 and 2020 respectively, with the corresponding offsets to additional paid-in capital. Series A Preferred Units: Redeemable Non-controlling Interests in Operating Partnership 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. 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 September 30, 2021 and December 31, 2020 was $119.6 million and $120.5 million, respectively, including accrued distributions. On or after February 10, 2026 (the “Conversion Right Date”), holders of the Series A preferred units have the right to convert each Series A preferred unit into a number of Common units equal to (i) the $1,000 liquidation preference plus all accrued and unpaid distributions, divided by (ii) the volume-weighted average price per share of the Company’s common stock for the 20 trading days immediately preceding the applicable conversion date. All Common units received upon conversion may be immediately tendered for redemption for cash or, at the Company’s option, for shares of common stock on a one-for-one basis, subject to the terms and conditions set forth in the Partnership Agreement. Prior to the Conversion Right Date, the Series A preferred units may not be tendered for redemption by the Holder. On or after February 10, 2021, but prior to the Conversion Right Date, the Operating Partnership has the right to redeem some or all of the Series A preferred units, at any time and from time to time, for cash in an amount per unit equal to the $1,000 liquidation preference plus all accrued and unpaid distributions. Holders of the Series A preferred units have no voting rights except with respect to (i) the issuance of partnership units of the Operating Partnership senior to the Series A preferred units as to the right to receive distributions and upon liquidation, dissolution or winding up of the Operating Partnership, (ii) the issuance of additional Series A preferred units and (iii) amendments to the Partnership Agreement that materially and adversely affect the rights or benefits of the holders of the Series A preferred units. The Series A preferred units are accounted for as mezzanine equity on the consolidated balance sheet as the units are convertible and redeemable for shares at a determinable price and date at the option of the holder upon the occurrence of an event not solely within the control of the Company. The following table summarizes the changes in the Company’s redeemable non-controlling interest in the Operating Partnership for the nine months ended September 30, 2021 and 2020: Series A Preferred Units (in thousands) Redeemable Redeemable Balance at December 31, 2019 117 $ 120,510 Distribution paid to non-controlling interest — (3,510) Accrued distributions to non-controlling interest — 2,633 Balance at September 30, 2020 117 $ 119,633 Balance at December 31, 2020 117 $ 120,510 Distribution paid to non-controlling interest — (3,510) Accrued distributions to non-controlling interest — 2,633 Balance at September 30, 2021 117 $ 119,633 Series B Participating Preferred Stock On August 17, 2017, the Company entered into an underwriting agreement with Raymond James & Associates, Inc. and Jefferies LLC, as representatives of the underwriters, pursuant to which the Company sold 6,037,500 shares of its newly designated Series B Participating Preferred Stock, at a public offering price of $25.00 per share. The shares of Series B Participating Preferred Stock are accounted for as mezzanine equity on the consolidated balance sheet, as the Series B Participating Preferred Stock was convertible and redeemable for common shares at a determinable price and date at the option of the Company and upon the occurrence of an event not solely within the control of the Company. The balance recorded in mezzanine equity relating to the Series B Participating Preferred Stock as of September 30, 2021 and December 31, 2020 was $139.1 million and $139.8 million, respectively. On October 4, 2021, the Company converted all 5,806,797 shares of the outstanding Series B Participating Preferred Stock into shares of common stock. Each share of Series B Preferred Stock was converted into 2.0871798 shares of common stock, or 12,119,829 shares of common stock in total, less any fractional shares. Holders of the Series B Participating Preferred Stock received cash in lieu of fractional shares. As a result of the conversion, the Company will record a significant deemed dividend to the Series B Participating Preferred stockholders in the fourth quarter of 2021, which represents the conversion value as of the conversion date less the carrying value as of September 30, 2021. Distributions The Company’s board of directors declared and paid the following distributions to common stockholders and holders of Common units for the nine months ended September 30, 2021 and the year ended December 31, 2020: Fiscal Year Declaration Date Record Date Payment Date Distributions 2021 August 4, 2021 October 1, 2021 October 15, 2021 $ 0.0500 May 7, 2021 July 1, 2021 July 15, 2021 $ 0.0500 February 11, 2021 April 1, 2021 April 15, 2021 $ 0.0500 $ 0.1500 2020 November 3, 2020 January 1, 2021 January 15, 2021 $ 0.0500 August 4, 2020 October 1, 2020 October 15, 2020 $ 0.0500 May 6, 2020 July 1, 2020 July 15, 2020 $ 0.0500 March 11, 2020 April 1, 2020 April 15, 2020 $ 0.0500 $ 0.2000 Additionally, in connection with the 3.00% cumulative preferential distribution on the Series A preferred units, the Company has accrued $2.6 million in distributions payable as of September 30, 2021. The distributions are payable annually in arrears on January 15 of each year. In general, common stock cash dividends declared by the Company will be considered ordinary income to stockholders for income tax purposes. From time to time, a portion of the Company’s dividends may be characterized as qualified dividends, capital gains or return of capital. Share Repurchase Program On March 15, 2017, the Company’s board of directors approved a program to repurchase up to $25 million in shares of the Company’s common stock. In November 2017, the board of directors approved repurchases of the Company’s Series B Participating Preferred Stock from time to time under the share repurchase program. Subsequently on August 1, 2018, the board of directors increased the authority under the share repurchase program by an aggregate of $30 million. On November 7, 2020, the board of directors increased the authority under the program by an additional $50 million. Repurchases under this program may be made from time to time, in amounts and prices as the Company deems appropriate. Repurchases may be made in open market or privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors. This share repurchase program does not obligate the Company to acquire any particular amount of common stock or Series B Preferred Stock and it may be modified or suspended at any time at the Company’s discretion. The Company funds repurchases under the program using cash on its balance sheet. During the nine months ended September 30, 2021, the Company repurchased no shares of its common stock and 25,073 shares of its Series B preferred stock for $0.7 million at an average price of $25.92 per share. As of September 30, 2021, the Company had approximately $40.5 million in shares that it can repurchase under the stock repurchase plan. Equity Incentive Plan On May 7, 2021, the Company’s stockholders approved the Third Amended and Restated 2014 Equity Incentive Plan (as amended and restated, the “Plan”), which increased the aggregate number of shares of the Company’s common stock reserved for issuance under the Plan to approximately 1.9 million shares. As of September 30, 2021, there were 0.8 million shares available for future grants under the Plan. The Company may issue equity-based awards to officers, non-employee directors, employees, independent contractors and other eligible persons under the Plan. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into Common units. The terms of each grant are determined by the compensation committee of the board of directors. From time to time, the Company may award restricted shares of its common stock under the Plan, as compensation to officers, employees, non-employee directors and non-employee consultants. The shares of restricted stock vest over a period of time as determined by the compensation committee of the Company’s board of directors at the date of grant. The Company recognizes compensation expense for awards issued to officers, employees and non-employee directors for restricted shares of common stock on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures. The Company recognizes compensation expense for awards issued to non-employee consultants in the same period and in the same manner as if the Company paid cash for the underlying services. A summary of the nonvested shares as of September 30, 2021 is as follows: Weighted Number of average grant (shares in thousands) shares date fair value Unvested at December 31, 2020 316 $ 6.46 Granted 133 11.73 Vested (160) 6.68 Forfeited — — Unvested at September 30, 2020 289 $ 8.72 The Company recognized stock-based compensation expense related to restricted stock awards of $0.3 million and $0.3 million, f or or At-the-Market Offering Program (the “ATM Program”) On May 14, 2021, the Company entered into equity distribution agreements under which the Company may issue and sell from time to time, through sales agents, shares of its common stock having an aggregate gross sales price of up to $50 million. During the nine months ended September 30, 2021 the Company sold 1,959,512 shares generating $25.7 million in gross proceeds and $25.4 million in net proceeds 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 $0.2 and $0.0 in offering costs during the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021 and December 31, 2020, the Company had $0.1 and $0.0, respectively, in deferred offering costs related to regulatory, legal, accounting and professional service costs associated with proposed or completed offerings of securities. Earnings (Loss) per Share The computation of basic and diluted loss per share is as follows: For the three months ended For the nine months ended September 30, September 30, (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net income (loss) attributable to Farmland Partners Inc. $ (2,554) $ 527 $ (2,928) $ 1,083 Less: Nonforfeitable distributions allocated to unvested restricted shares (14) (16) (42) (48) Less: Distributions on redeemable non-controlling interests in Operating Partnership, preferred (3,055) (3,064) (9,175) (9,269) Net (loss) attributable to common stockholders $ (5,623) $ (2,553) $ (12,145) $ (8,234) Denominator: Weighted-average number of common shares - basic 32,551 29,206 31,355 29,392 Conversion of preferred units (1) — — — — Unvested restricted shares (1) — — — — Redeemable non-controlling interest (1) — — — — Weighted-average number of common shares - diluted 32,551 29,206 31,355 29,392 (Loss) per share attributable to common stockholders - basic $ (0.17) $ (0.09) $ (0.39) $ (0.28) (1) Anti-dilutive for the three and nine months ended September 30, 2021 and 2020 Numerator: Unvested shares of the Company’s restricted common stock are considered participating securities, which requires the use of the two-class method for the computation of basic and diluted earnings per share. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested restricted shares (participating securities) have been subtracted, as applicable, from net income or loss attributable to common stockholders utilized in the basic and diluted earnings per share calculations. Distributions on preferred interests in the Operating Partnership have been subtracted from net income or loss attributable to common stockholders. Denominator: Any anti-dilutive shares have been excluded from the diluted earnings per share calculation. The outstanding Series A preferred units are non-participating securities and thus are included in the computation of diluted earnings per share on an as-if converted basis, if they are dilutive. For the three and nine months ended September 30, 2021 and 2020, these shares were not included in the diluted earnings per share calculation as they would be anti-dilutive. The outstanding shares of Series B Participating Preferred Stock are non-participating securities and thus are included in the computation of diluted earnings per share on an as-if converted basis, if they are dilutive. For the three and nine months ended September 30, 2021 and 2020, these shares were not included in the diluted earnings per share calculation as they would be anti-dilutive. For the nine months ended September 30, 2021 and 2020, 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 limited partners’ outstanding Common units, or the non-controlling interests, (which may be redeemed for shares of common stock) have not been included in the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income would also be added back to net income, therefore increasing both net income and shares. The weighted average number of Common units held by the non-controlling interest was 1.5 million and 1.9 million for the nine months ended September 30, 2021 and 2020, respectively. Outstanding Equity Awards and Units The following equity awards and units were outstanding as of September 30, 2021 and December 31, 2020, respectively. September 30, 2021 December 31, 2020 Shares 32,654 30,255 Common Units 1,357 1,639 Redeemable Common Units — — Unvested Restricted Stock Awards 289 316 34,300 32,210 |
Hedge Accounting
Hedge Accounting | 9 Months Ended |
Sep. 30, 2021 | |
Hedge Accounting | |
Hedge Accounting | Note 10—Hedge Accounting Cash Flow Hedging Strategy The Company manages economic risks, including interest rate, liquidity, and credit risk, by managing the amount, sources, duration and interest rate exposure of its financing sources. The Company may also use interest rate derivative financial instruments, primarily interest rate swaps. As of September 30, 2021, the Company was a party to one interest rate swap, designated as a hedging instrument, to add stability to interest expense and to manage its exposure to adverse interest rate movements. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the entire change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of shareholders’ equity in the Company’s consolidated balance sheets. On March 26, 2020, the Company terminated its existing swap agreement and entered into a new interest rate swap agreement to obtain a more favorable interest rate and to manage interest rate risk exposure, which was effective April 1, 2020. An interest rate swap agreement utilized by the Company effectively modified the Company’s exposure to interest rate risk by converting the Company’s floating-rate debt to a fixed rate basis for the next six years on 50% of the outstanding amount to Rabobank at the time of the agreement, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. The fair value of the de-designated swap was $2.6 million on the termination date. The Company is amortizing the de-designated swap over the original term utilizing a forward curve analysis of determining monthly amortization out of Other Comprehensive Income through the original termination date (March 1, 2023). Amortization for the three months ended September 30, 2021 and 2020 was $0.2 million and $0.3 million, respectively. Amortization for the nine months ended September 30, 2021 and 2020 was $0.8 million and $0.5 million, respectively. The Company’s $2.6 million termination fee was rolled into the new swap and will be paid over the next six years. Termination fees paid during the three and nine months ended September 30, 2021 were $0.1 million and $0.3 million, respectively. The Company determines the hedge effectiveness of its interest rate swaps at inception by applying a quantitative evaluation of effectiveness using regression analysis. On an ongoing basis the Company applies an initial qualitative assessment of on-going effectiveness and reviews hedge effectiveness through assessing the hedge relationship by comparing the current terms of the swap and the associated debt to ensure they continue to coincide through the continued ability of the Counterparty to the swap to honor its obligations under the swap contract. The qualitative assessment may indicate that the hedge relationship is not highly effective, the Company would then perform a quantitative evaluation using regression analysis. The Company concluded the hedge was highly effective at inception and remains highly effective as of September 30, 2021. As of September 30, 2021, the total notional amount of the Company’s receive-variable/pay-fixed interest rate swap was $33.2 million. The fair value of the Company’s derivative instrument on a recurring basis is set out below: ($ in thousands) Instrument Balance sheet location Level 2 Fair Value Interest rate swap Derivative liability $ 1,239 The effect of derivative instruments on the consolidated statements of operations for the periods ended September 30, 2021 and 2020 is set out below: Cash flow hedging relationships Location of Gain (Loss) reclassified from Accumulated OCI into income Interest rate contracts Interest expense For the three months ended September 30, 2021 and 2020, the amount of loss recognized in net income was $0.1 million and $0.1 million, respectively. For the nine months ended September 30, 2021 and 2020, the amount of loss recognized in net income was $0.3 million and $0.2 million, respectively. The net change associated with current period hedging transactions was $0.6 million $0.5 million and for the three months ended September 30, 2021 and 2020, respectively, and $2.1 million and $(1.2) million for the nine months ended September 30, 2021 and 2020, respectively. The amortization of frozen Accumulated Other Comprehensive Income was $0.2 million and $0.3 million for the three months ended September 30, 2021 and 2020, respectively, and $0.8 million and $0.5 million for the nine months ended September 30, 2021 and 2020, respectively. The fair values of the Company’s interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts, which is considered a Level 2 measurement under the fair value hierarchy. Level 2 is defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2021. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The following table outlines the movements in the other comprehensive income account as of September 30, 2021 and December 31, 2020: ($ in thousands) September 30, 2021 December 31, 2020 Beginning accumulated derivative instrument gain or loss $ (2,380) $ (1,644) Net change associated with current period hedging transactions 1,332 (1,582) Amortization of frozen AOCI on de-designated hedge 764 846 Difference between a change in fair value of excluded components — — Closing accumulated derivative instrument gain or loss $ (284) $ (2,380) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | Note 11—Subsequent Events Dividends On October 26, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.05 per share of common stock and Common units payable on January 18, 2022 to stockholders and unitholders of record as of January 3, 2022. Real Estate Acquisitions Conversion of Series B Participating Preferred Stock On October 4, 2021, the Company converted all 5,806,797 shares of the outstanding Series B Participating Preferred Stock into shares of common stock. Each share of Series B Preferred Stock was converted into 2.0871798 shares of common stock, or 12,119,829 shares of common stock in total, less any fractional shares. Holders of the Series B Participating Preferred Stock received cash in lieu of fractional shares. As a result of the conversion, the Company will record a significant deemed dividend to the Series B Participating Preferred stockholders in the fourth quarter of 2021, which represents the conversion value as of the conversion date less the carrying value as of September 30, 2021. Refer to “Note 9— Stockholders’ Equity and Non-controlling Interests” for more information on the Series B Participating Preferred Stock. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Significant Accounting Policies | |
Organization | Organization Farmland Partners Inc. (“FPI”), collectively with its subsidiaries, is an internally managed real estate company that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America. FPI was incorporated in Maryland on September 27, 2013. FPI elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended December 31, 2014. FPI is the sole member of the sole general partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013. All of FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of September 30, 2021, FPI owned a 95.7% interest in the Operating Partnership. See “Note 9—Stockholders’ Equity and Non-controlling Interests” for additional discussion regarding Class A Common units of limited partnership interest in the Operating Partnership (“Common units”), Series A preferred units of limited partnership interest in the Operating Partnership (“Series A preferred units”) and Series B participating preferred units of limited partnership interest in the Operating Partnership (“Series B participating preferred units”). Unlike holders of FPI’s common stock, holders of the Operating Partnership’s Common units and Series A preferred units generally do not have voting rights or the power to direct the affairs of FPI. As of September 30, 2021, the Operating Partnership owns a 9.98% equity interest in an unconsolidated equity method investment that holds 10 properties (see “Note 1, Convertible Notes Receivable”). References to the “Company,” “we,” “us,” or “our” mean collectively FPIand its consolidated subsidiaries, including the Operating Partnership. As of September 30, 2021, the Company owned a portfolio of approximately 158,000 acres which are consolidated in these financial statements. In addition, the Company serves as property manager over approximately 8,300 acres (see “Note 4—Related Party Transactions”). 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. On October 4, 2021, the Company converted all 5,806,797 shares of the outstanding Series B Participating Preferred Stock into shares of common stock. (See “Note 9—Stockholders’ Equity—Series B Participating Preferred Stock” for more information on the Series B Participating Preferred Stock and see “Note 11 – Subsequent Events” for information on the conversion of Series B Participating Preferred Stock.) 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 directly operate farms under certain circumstances. As of September 30, 2021, the TRS performed direct farming operations on 2,807 acres of farmland owned by the Company located in California and Michigan. All references to numbers and percent of acres within this report are unaudited. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements for the periods ended September 30, 2021 and 2020 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 FPI 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 nine months ended September 30, 2021 and 2020 is unaudited. The accompanying financial statements for the three and nine months ended September 30, 2021 and 2020 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, 2020, 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 19, 2021. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of actual operating results for the entire year ending December 31, 2021. 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, including the impacts of the ongoing coronavirus (“COVID-19”) pandemic and its effects on the domestic and global economies. We are unable to quantify the ultimate impact of the pandemic on our business. |
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 and processes which have the ability to contribute to the creation of 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 were vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, permanent plantings and any liabilities, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition. Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements, groundwater, permanent plantings (bushes, shrubs, vines and perennial crops) and grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets by valuing the land as if it were unimproved. The Company values improvements, including permanent plantings and grain facilities, at replacement cost, adjusted for depreciation. Management’s estimates of land value are made using a comparable sales analysis. Factors considered by management in its analysis of land value include soil types 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. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company’s evaluation of the specific characteristics of each tenant’s lease, availability of replacement tenants, probability of lease renewal, estimated down time and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships are included as an intangible asset and have been amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including (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 nine months ended September 30, 2021, the company incurred an immaterial amount of costs related to acquisition and due diligence. 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 The Company recognizes gains from the sales of real estate assets, generally at the time the title is transferred, consideration is received and the Company no longer has substantial continuing involvement with the real estate sold, aside from properties managed for Promised Land Opportunity Zone Farms I, LLC (the "OZ Fund"), as described below. |
Assets Held For Sale | Assets Held For Sale |
Convertible Notes Receivable | Convertible Notes Receivable |
Equity Method Investments | Equity Method Investments As of September 30, 2021, the aggregate balance of our Equity Method Investment was approximately $3.4 million. The OZ Fund will exist until an event of dissolution occurs, as defined in the limited liability company agreement of the OZ Fund. Under the OZ Fund agreement, the Manager of the OZ Fund may call for additional capital contributions from its members to fund expenses, property acquisitions and capital improvements in accordance with each members’ funding ratio. The Operating Partnership’s additional capital contributions are capped at $20 million. Under the agreement, any available cash, after the allowance for the payment of all obligations, operating expenses and capital improvements, is distributed to the Members at least annually. For each fiscal year, net income or loss is allocated to the Members pro rata in accordance with their percentage interest. |
Liquidity Policy | Liquidity Policy |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the method and timing of the recognition of credit losses on financial assets. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a new forward-looking "expected loss" model that generally will result in the earlier recognition of allowance for losses. Operating lease receivables are outside the scope of the new standard. The Company records an allowance for doubtful accounts, reducing the receivables balance to an amount that it estimates is collectible from our customers. Estimates used in determining the allowance for doubtful accounts are based on historical collection experience, current trends, aging of accounts receivable and periodic credit evaluations of the Company’s customers’ financial condition. The Company writes off accounts receivable when it becomes apparent, based upon age or customer circumstances, such that all current expected losses are sufficiently reserved for at each reporting period. The Company considered its current expectations of future economic conditions when estimating its allowance for doubtful accounts. As of September 30, 2021 and December 31, 2020, the Company had an allowance for doubtful accounts of $0.0 million. |
Inventory | Inventory The costs of growing crops are accumulated until the time of harvest at the lower of cost or net realizable value and are included in inventory in the consolidated balance sheets. Costs are allocated to growing 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. For the three months ended September 30, 2021 and 2020, the cost of harvested crop was $0.4 million and $1.3 million, respectively. For the nine months ended September 30, 2021 and 2020, the cost of harvested crop was $1.3 million and $2.6 million, respectively. 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 net realizable value. As of September 30, 2021 and December 31, 2020, inventory consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Harvested crop $ 198 $ 47 Growing crop 1,507 1,070 $ 1,705 $ 1,117 |
Fair Value | Fair Value The Company is required to disclose fair value as explained in “Note 6 – Notes Receivable”, “Note 7 – Mortgage Notes, Lines of Credit and Bonds Payable” and “Note 10 – Hedge Accounting” below. FASB ASC 820-10 establishes a three-level hierarchy for the disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: ● Level 1 —Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable or can be substantially corroborated for the 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. |
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, the company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the consolidated statements of operations during the 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 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 terminated its old interest rate swap at the end of March 2020 and entered into a new interest rate swap agreement to manage interest rate risk exposure, effective April 1, 2020. The interest rate swap agreement utilized by the Company effectively modified the Company’s exposure to interest rate risk by converting the Company’s floating-rate debt to a fixed rate basis for the next six years on 50% of the outstanding amount to Rabobank at the time of the agreement, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. As of September 30, 2021, 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 Recently adopted The ASU was effective upon issuance on a prospective basis beginning January 1, 2020 and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting practical expedient to its cash flow hedge. The Company will continue to evaluate its debt, derivative and lease contracts that are eligible for modification relief and expects to apply those elections as needed. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Significant Accounting Policies | |
Schedule of Inventory | (in thousands) September 30, 2021 December 31, 2020 Harvested crop $ 198 $ 47 Growing crop 1,507 1,070 $ 1,705 $ 1,117 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition | |
Summary of rental income recognized | Rental income recognized For the three months ended For the nine months ended September 30, September 30, (in thousands) 2021 2020 2021 2020 Leases in effect at the beginning of the year $ 6,902 $ 7,789 $ 23,635 $ 25,468 Leases entered into during the year 1,948 912 3,765 2,448 $ 8,850 $ 8,701 $ 27,400 $ 27,916 |
Schedule of future minimum lease payments from tenants under all non-cancelable leases in place | (in thousands) Future rental Year Ending December 31, payments 2021 (remaining three months) $ 8,437 2022 24,025 2023 14,195 2024 6,359 2025 2,810 Thereafter 23,502 $ 79,328 |
Concentration Risk (Tables)
Concentration Risk (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Geographic concentration | |
Concentration Risk | |
Summary of concentrations | Approximate % Rental Income (1) of total acres For the three months ended For the nine months ended As of September 30, September 30, September 30, Location of Farm (2) 2021 2020 2021 2020 2021 2020 Corn Belt 27.3 % 27.8 % 34.0 % 37.3 % 35.5 % 34.8 % Delta and South 20.4 % 17.9 % 13.8 % 11.8 % 11.6 % 11.0 % High Plains 18.8 % 19.0 % 8.2 % 7.4 % 8.0 % 7.2 % Southeast 26.2 % 27.9 % 22.5 % 26.2 % 23.0 % 25.1 % West Coast 7.3 % 7.4 % 21.5 % 17.3 % 21.9 % 21.9 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % (1) Due to regional disparities in the use of leases with variable rent and seasonal variations in the recognition of variable rent, 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, and South Dakota. Southeast includes farms located in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. West Coast includes farms located in California. |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Receivable | |
Schedule of notes receivable | ($ in thousands) Principal Outstanding as of Maturity Loan Payment Terms September 30, 2021 December 31, 2020 Date Mortgage Note (1) Principal & interest due at maturity $ 223 $ 229 12/7/2028 Mortgage Note (1) Principal due at maturity & interest due monthly 2,135 2,135 3/16/2022 Mortgage Note (2) Principal due at maturity & interest due quarterly 1,571 — 6/23/2023 Mortgage Note (3) Principal due at maturity & interest due semi-annually 2,100 — 8/18/2023 Total outstanding principal 6,029 2,364 Interest receivable (net prepaid interest and points) 99 277 Provision for interest receivable — (293) Total notes and interest receivable $ 6,128 $ 2,348 (1) The original note was renegotiated and a second note was entered into simultaneously with the borrower during the three months ended March 31, 2017. The notes include mortgages on two additional properties in Colorado that include repurchase options for the properties at a fixed price that are exercisable by the buyer between the third and fifth anniversary of the issuance of the notes. (2) On July 27, 2021, the Company entered into a loan secured against farmland. (3) On August 18, 2021, the Company entered into a loan secured against farmland and farm equipment. |
Mortgage Notes, Lines of Cred_2
Mortgage Notes, Lines of Credit and Bonds Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, September 30, December 31, Maturity September 30, Loan Payment Terms Interest Rate Terms 2021 2021 2020 Date 2021 Farmer Mac Bond #6 Semi-annual interest only 3.69% 3.69% $ 13,827 $ 13,827 April 2025 $ 21,438 Farmer Mac Bond #7 Semi-annual interest only 3.68% 3.68% 11,160 11,160 April 2025 18,595 MetLife Term Loan #1 (1) Semi-annual interest only 3.30% adjusted every three years 3.30% 83,205 85,188 March 2026 186,805 MetLife Term Loan #2 Semi-annual interest only 4.27% adjusted every three years 4.27% 16,000 16,000 March 2026 32,513 MetLife Term Loan #3 Semi-annual interest only 4.27% adjusted every three years 4.27% 16,800 21,000 March 2026 26,141 MetLife Term Loan #4 (1) Semi-annual interest only 3.30% adjusted every three years 3.30% 13,016 15,685 June 2026 25,694 MetLife Term Loan #5 Semi-annual interest only 3.50% adjusted every three years 3.50% 6,779 8,379 January 2027 9,994 MetLife Term Loan #6 Semi-annual interest only 3.45% adjusted every three years 3.45% 27,158 27,158 February 2027 58,087 MetLife Term Loan #7 Semi-annual interest only 3.20% adjusted every three years 3.20% 16,198 17,153 June 2027 36,391 MetLife Term Loan #8 Semi-annual interest only 4.12% fixed until 2027 4.12% 44,000 44,000 December 2042 110,042 MetLife Term Loan #9 Semi-annual interest only 3.20% adjusted every three years 3.20% 16,800 21,000 May 2028 39,005 MetLife Term Loan #10 Semi-annual interest only 3.00% adjusted every three years 3.00% 51,808 53,277 October 2030 109,410 MetLife Term Loan #11 Semi-annual interest only 2.85% fixed until 2024 2.85% 12,750 — October 2031 26,890 Rabobank Semi-annual interest only LIBOR + 1.70% adjustable every three years 1.78% 59,500 62,358 March 2028 29,857 Rutledge Note Payable #1 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 17,000 17,000 April 2022 40,538 Rutledge Note Payable #2 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 25,000 25,000 April 2022 48,164 Rutledge Note Payable #3 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 25,000 25,000 April 2022 29,302 Rutledge Note Payable #4 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 15,000 15,000 April 2022 84,031 Rutledge Note Payable #5 (2) Quarterly interest only 3 month LIBOR + 1.3% adjusted quarterly 1.43% 30,000 30,000 April 2022 128,974 Total outstanding principal 501,001 508,185 $ 1,061,871 Debt issuance costs (1,468) (1,560) Unamortized premium — — Total mortgage notes and bonds payable, net $ 499,533 $ 506,625 (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) On January 29, 2021 the Rutledge Facility (as defined below) maturity was extended to April 1, 2022. |
Schedule of aggregate maturities of long-term debt | ($ in thousands) Year Ending December 31, Future Maturities 2021 (remaining three months) $ — 2022 112,000 2023 — 2024 2,100 2025 27,087 Thereafter 359,814 $ 501,001 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies. | |
Schedule of future minimum lease payments | ($ in thousands) Future rental Year Ending December 31, payments 2021 (remaining three months) $ 39 2022 117 2023 — 2024 — 2025 — Thereafter — $ 156 |
Stockholders' Equity and Non-_2
Stockholders' Equity and Non-controlling Interests (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2019 117 $ 120,510 Distribution paid to non-controlling interest — (3,510) Accrued distributions to non-controlling interest — 2,633 Balance at September 30, 2020 117 $ 119,633 Balance at December 31, 2020 117 $ 120,510 Distribution paid to non-controlling interest — (3,510) Accrued distributions to non-controlling interest — 2,633 Balance at September 30, 2021 117 $ 119,633 |
Schedule of declaration and payment of distribution | Fiscal Year Declaration Date Record Date Payment Date Distributions 2021 August 4, 2021 October 1, 2021 October 15, 2021 $ 0.0500 May 7, 2021 July 1, 2021 July 15, 2021 $ 0.0500 February 11, 2021 April 1, 2021 April 15, 2021 $ 0.0500 $ 0.1500 2020 November 3, 2020 January 1, 2021 January 15, 2021 $ 0.0500 August 4, 2020 October 1, 2020 October 15, 2020 $ 0.0500 May 6, 2020 July 1, 2020 July 15, 2020 $ 0.0500 March 11, 2020 April 1, 2020 April 15, 2020 $ 0.0500 $ 0.2000 |
Summary of non-vested shares | Weighted Number of average grant (shares in thousands) shares date fair value Unvested at December 31, 2020 316 $ 6.46 Granted 133 11.73 Vested (160) 6.68 Forfeited — — Unvested at September 30, 2020 289 $ 8.72 |
Schedule of computation of basic and diluted earnings (loss) per share | For the three months ended For the nine months ended September 30, September 30, (in thousands, except per share amounts) 2021 2020 2021 2020 Numerator: Net income (loss) attributable to Farmland Partners Inc. $ (2,554) $ 527 $ (2,928) $ 1,083 Less: Nonforfeitable distributions allocated to unvested restricted shares (14) (16) (42) (48) Less: Distributions on redeemable non-controlling interests in Operating Partnership, preferred (3,055) (3,064) (9,175) (9,269) Net (loss) attributable to common stockholders $ (5,623) $ (2,553) $ (12,145) $ (8,234) Denominator: Weighted-average number of common shares - basic 32,551 29,206 31,355 29,392 Conversion of preferred units (1) — — — — Unvested restricted shares (1) — — — — Redeemable non-controlling interest (1) — — — — Weighted-average number of common shares - diluted 32,551 29,206 31,355 29,392 (Loss) per share attributable to common stockholders - basic $ (0.17) $ (0.09) $ (0.39) $ (0.28) (1) Anti-dilutive for the three and nine months ended September 30, 2021 and 2020 |
Schedule of equity awards and units outstanding | September 30, 2021 December 31, 2020 Shares 32,654 30,255 Common Units 1,357 1,639 Redeemable Common Units — — Unvested Restricted Stock Awards 289 316 34,300 32,210 |
Hedge Accounting (Tables)
Hedge Accounting (Tables) - Designated as Hedging Instrument - Cash Flow Hedging | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Contracts | |
Schedule of fair value of derivative instruments | ($ in thousands) Instrument Balance sheet location Level 2 Fair Value Interest rate swap Derivative liability $ 1,239 |
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 September 30, 2021 and 2020 is set out below: Cash flow hedging relationships Location of Gain (Loss) reclassified from Accumulated OCI into income Interest rate contracts Interest expense |
Schedule of movement in other comprehensive income | ($ in thousands) September 30, 2021 December 31, 2020 Beginning accumulated derivative instrument gain or loss $ (2,380) $ (1,644) Net change associated with current period hedging transactions 1,332 (1,582) Amortization of frozen AOCI on de-designated hedge 764 846 Difference between a change in fair value of excluded components — — Closing accumulated derivative instrument gain or loss $ (284) $ (2,380) |
Organization and Significant _4
Organization and Significant Accounting Policies (Details) | Aug. 17, 2021$ / sharesshares | Sep. 30, 2021aagreement$ / shares | Oct. 04, 2021shares | Dec. 31, 2020$ / shares | Aug. 17, 2017shares |
Organization and Significant Accounting Policies | |||||
Area of real estate property | 158,000 | ||||
Area of real estate property company serves as property manager | 8,300 | ||||
Par value | $ / shares | $ 0.01 | $ 0.01 | |||
Common Units | Operating Partnership | |||||
Organization and Significant Accounting Policies | |||||
Ownership interest (as a percent) | 95.70% | ||||
TRS | |||||
Organization and Significant Accounting Policies | |||||
Area of real estate property | 2,807 | ||||
OZ Fund, Private Investment Fund | |||||
Organization and Significant Accounting Policies | |||||
Equity interest | 9.98% | ||||
Number of properties | agreement | 10 | ||||
Series B Participating Preferred Stock | |||||
Organization and Significant Accounting Policies | |||||
Shares, Outstanding | shares | 5,806,797 | ||||
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 _5
Organization and Significant Accounting Policies - Additional disclosures (Details) $ in Thousands | Jul. 16, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 05, 2021item | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Convertible Notes Receivable | ||||||||
Received cash | $ 28,700 | $ 13,400 | ||||||
Convertible notes receivable | $ 2,400 | 2,400 | ||||||
Value of conversion | $ 2,400 | |||||||
Debt maturities, next twelve months | 112,000 | 112,000 | ||||||
Amount available from shelf registration | 250,000 | |||||||
Accounts Receivable | ||||||||
Allowance for doubtful accounts | 0 | 0 | $ 0 | |||||
Inventory | ||||||||
Cost of harvested crop included in property operating expenses | 400 | $ 1,300 | 1,300 | $ 2,600 | ||||
Harvested crop | 198 | 198 | 47 | |||||
Growing crop | 1,507 | 1,507 | 1,070 | |||||
Total inventory | $ 1,705 | 1,705 | $ 1,117 | |||||
ATM Program | ||||||||
Convertible Notes Receivable | ||||||||
Gross proceeds | $ 25,700 | |||||||
Promised Land Opportunity Zone Farms I, LLC | ||||||||
Convertible Notes Receivable | ||||||||
Number of farms sold | item | 9 | |||||||
Received cash | $ 19,100 | |||||||
Interest rate (as a percent) | 1.35% | 1.35% | ||||||
Convertible notes receivable | $ 2,400 | $ 2,400 | $ 2,400 | |||||
Interest Rate Swap | ||||||||
Cash flow hedging strategy: | ||||||||
Derivative term of contract | 6 years | |||||||
Interest rate swap agreement on percentage of outstanding amount to Rabobank | 50.00% | |||||||
Notional amount | $ 33,200 | $ 33,200 | ||||||
Opportunity Zone Fund LLC | ||||||||
Convertible Notes Receivable | ||||||||
Noncontrolling ownership interest (as a percent) | 7.60% | 9.98% | 9.98% | |||||
FPI Loan Program | Maximum | ||||||||
Convertible Notes Receivable | ||||||||
Term | 6 years | |||||||
OZ Fund, Private Investment Fund | ||||||||
Convertible Notes Receivable | ||||||||
Equity interest | 9.98% | 9.98% | ||||||
Term | 5 years | |||||||
Due in 2022 | $ 112,000 | $ 112,000 | ||||||
Aggregate equity method investment | $ 3,400 | 3,400 | ||||||
Additional capital contributions | $ 20,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue Recognition, Milestone Method [Line Items] | |||||
Deferred revenue | $ 31 | $ 31 | $ 37 | ||
Leases in effect at the beginning of the year | 6,902 | $ 7,789 | 23,635 | $ 25,468 | |
Leases entered into during the year | 1,948 | 912 | 3,765 | 2,448 | |
Rental income recognized | 8,850 | 8,701 | 27,400 | 27,916 | |
Revenues from the sale of harvested crops | 300 | $ 700 | 700 | $ 1,400 | |
Future minimum lease payments | |||||
2021 (remaining three months) | 8,437 | 8,437 | |||
2022 | 24,025 | 24,025 | |||
2023 | 14,195 | 14,195 | |||
2024 | 6,359 | 6,359 | |||
2025 | 2,810 | 2,810 | |||
Thereafter | 23,502 | 23,502 | |||
Total future minimum lease payments | $ 79,328 | $ 79,328 | |||
Minimum | |||||
Revenue Recognition, Milestone Method [Line Items] | |||||
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, Milestone Method [Line Items] | |||||
Row crops, term | 3 years | ||||
Permanent crops, term | 7 years | ||||
Lease in place | Minimum | |||||
Revenue Recognition, Milestone Method [Line Items] | |||||
Terms of farm leases | 1 year | 1 year | |||
Lease in place | Maximum | |||||
Revenue Recognition, Milestone Method [Line Items] | |||||
Terms of farm leases | 40 years | 40 years |
Concentration Risk (Details)
Concentration Risk (Details) - Geographic concentration | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Approximate total acres | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 100.00% | 100.00% | ||
Approximate total acres | Cornbelt | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 27.30% | 27.80% | ||
Approximate total acres | Delta and South | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 20.40% | 17.90% | ||
Approximate total acres | High Plains | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 18.80% | 19.00% | ||
Approximate total acres | Southeast | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 26.20% | 27.90% | ||
Approximate total acres | West Coast | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 7.30% | 7.40% | ||
Rental income | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% |
Rental income | Cornbelt | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 34.00% | 37.30% | 35.50% | 34.80% |
Rental income | Delta and South | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 13.80% | 11.80% | 11.60% | 11.00% |
Rental income | High Plains | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 8.20% | 7.40% | 8.00% | 7.20% |
Rental income | Southeast | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 22.50% | 26.20% | 23.00% | 25.10% |
Rental income | West Coast | ||||
Concentration Risk | ||||
Concentration risk (as a percent) | 21.50% | 17.30% | 21.90% | 21.90% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Jan. 20, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 16, 2021 | Jul. 21, 2015 |
American Agriculture Corporation | Lease origination costs | |||||||
Related Party Transactions | |||||||
Related party, transaction amount | $ 30 | $ 120 | |||||
American Agriculture Aviation, LLC | Lease origination costs | |||||||
Related Party Transactions | |||||||
Related party, transaction amount | $ 30 | $ 80 | |||||
Opportunity Zone Fund LLC | |||||||
Related Party Transactions | |||||||
Noncontrolling ownership interest (as a percent) | 9.98% | 9.98% | 7.60% | ||||
Paul A. Pittman | American Agriculture Aviation, LLC | |||||||
Related Party Transactions | |||||||
Related party transaction, percentage of ownership interest held by related party | 100.00% | ||||||
Promised Land Opportunity Zone Farms I, LLC | |||||||
Related Party Transactions | |||||||
Management fee | $ 50 | $ 100 | |||||
Gross Book Value Less Than $50 Million | |||||||
Related Party Transactions | |||||||
Percentage of gross book value | 0.2125% | ||||||
Gross book value | $ 50,000 | ||||||
Gross Book Value $50 Million or More | |||||||
Related Party Transactions | |||||||
Percentage of gross book value | 0.20% | ||||||
Gross book value | $ 50,000 |
Real Estate (Details)
Real Estate (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2021USD ($)itemproperty | Sep. 30, 2020USD ($)propertyitem | |
Farms acquired and allocation of purchase price | ||
Number of acquisitions | item | 5 | 2 |
Number of properties acquired | property | 5 | 4 |
Aggregate purchase price | $ 17 | $ 1.4 |
Consideration paid in cash | 0.9 | |
Reduction in notes receivable and related interest through the acquisition of collateralized property. | 14 | 0.5 |
Intangible assets acquired | $ 0 | $ 0 |
Number of dispositions | 9 | 4 |
Number of properties sold | property | 17 | 8 |
Proceeds from sale of real estate | $ 28.7 | $ 13.4 |
Convertible notes receivable | 2.4 | |
Aggregate gain on sale | $ 3.4 | $ 2.2 |
Notes Receivable (Details)
Notes Receivable (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021USD ($)property | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)property | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 31, 2015USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Credit loss expense | $ 0 | $ 0 | $ 0 | $ 50 | |||
Total outstanding principal | 6,029 | 6,029 | $ 2,364 | ||||
Interest receivable (net prepaid interest and points) | 99 | 99 | 277 | ||||
Provision for interest receivable | (293) | ||||||
Total notes and interest receivable | 6,128 | 6,128 | 2,348 | ||||
Convertible notes receivable | 2,400 | 2,400 | |||||
Notes receivable | 6,100 | 6,100 | 2,400 | ||||
Promised Land Opportunity Zone Farms I, LLC | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Convertible notes receivable | 2,400 | 2,400 | $ 2,400 | ||||
Mortgage Note Maturing on 12/7/2028 | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Total outstanding principal | $ 223 | $ 223 | 229 | ||||
Mortgage Note Maturing on 12/7/2028 | Colorado | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Number of additional properties | property | 2 | 2 | |||||
Mortgage Note Maturing on 3/16/2022 | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Total outstanding principal | $ 2,135 | $ 2,135 | 2,135 | ||||
Mortgage Note Maturing on 3/16/2022 | Colorado | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Number of additional properties | property | 2 | 2 | |||||
Mortgage Note Maturing on 6/23 2023 | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Total outstanding principal | $ 1,571 | $ 1,571 | |||||
Mortgage Note Maturing on 8/18/2023 | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Total outstanding principal | 2,100 | 2,100 | |||||
FPI Loan Program | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Expected credit losses | $ 0 | $ 0 | $ 0 | ||||
FPI Loan Program | Minimum | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Principal amounts | $ 1,000 | ||||||
FPI Loan Program | Maximum | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Debt instrument, term | 6 years |
Mortgage Notes, Lines of Cred_3
Mortgage Notes, Lines of Credit and Bonds Payable (Details) - USD ($) $ in Thousands | May 28, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Mortgage notes payable | |||
Principal outstanding | $ 501,001 | $ 508,185 | |
Debt issuance costs | (1,468) | (1,560) | |
Mortgage notes and bonds payable, net | 499,533 | 506,625 | |
Book value of collateral | 1,061,871 | ||
Accumulated amortization of deferred financing fees | 1,600 | 1,300 | |
Farmer Mac Facility | Secured notes | |||
Mortgage notes payable | |||
Outstanding debt | $ 25,000 | 25,000 | |
Farmer Mac Facility | Secured notes | Minimum | |||
Mortgage notes payable | |||
Fixed charge coverage ratio | 1.50 | ||
Farmer Mac Facility | Secured notes | Maximum | |||
Mortgage notes payable | |||
Leverage ratio (as a percent) | 60.00% | ||
MetLife | Term Loan | |||
Mortgage notes payable | |||
Outstanding debt | $ 304,500 | 308,800 | |
Maximum loan to value ratio | 60.00% | ||
Rutledge Credit Facilities | |||
Mortgage notes payable | |||
Outstanding debt | $ 112,000 | 112,000 | |
Remaining borrowing capacity | 0 | ||
Farmer Mac Bond #6 | |||
Mortgage notes payable | |||
Principal outstanding | $ 13,827 | 13,827 | |
Interest rate (as a percent) | 3.69% | ||
Interest Rate (as a percent) | 3.69% | ||
Book value of collateral | $ 21,438 | ||
Farmer Mac Bond #7 | |||
Mortgage notes payable | |||
Principal outstanding | $ 11,160 | 11,160 | |
Interest rate (as a percent) | 3.68% | ||
Interest Rate (as a percent) | 3.68% | ||
Book value of collateral | $ 18,595 | ||
MetLife Term Loan #1 | |||
Mortgage notes payable | |||
Principal outstanding | $ 83,205 | 85,188 | |
Interest rate (as a percent) | 3.30% | ||
Interest Rate (as a percent) | 3.30% | ||
Book value of collateral | $ 186,805 | ||
MetLife Term Loan #2 | |||
Mortgage notes payable | |||
Principal outstanding | $ 16,000 | 16,000 | |
Interest rate (as a percent) | 4.27% | ||
Interest Rate (as a percent) | 4.27% | ||
Book value of collateral | $ 32,513 | ||
MetLife Term Loan #3 | |||
Mortgage notes payable | |||
Principal outstanding | $ 16,800 | 21,000 | |
Interest rate (as a percent) | 4.27% | ||
Interest Rate (as a percent) | 4.27% | ||
Book value of collateral | $ 26,141 | ||
MetLife Term Loan #4 | |||
Mortgage notes payable | |||
Principal outstanding | $ 13,016 | 15,685 | |
Interest rate (as a percent) | 3.30% | ||
Interest Rate (as a percent) | 3.30% | ||
Book value of collateral | $ 25,694 | ||
MetLife Term Loan #5 | |||
Mortgage notes payable | |||
Principal outstanding | $ 6,779 | 8,379 | |
Interest rate (as a percent) | 3.50% | ||
Interest Rate (as a percent) | 3.50% | ||
Book value of collateral | $ 9,994 | ||
MetLife Term Loan #6 | |||
Mortgage notes payable | |||
Principal outstanding | $ 27,158 | 27,158 | |
Interest rate (as a percent) | 3.45% | ||
Interest Rate (as a percent) | 3.45% | ||
Book value of collateral | $ 58,087 | ||
MetLife Term Loan #7 | |||
Mortgage notes payable | |||
Principal outstanding | $ 16,198 | 17,153 | |
Interest rate (as a percent) | 3.20% | ||
Interest Rate (as a percent) | 3.20% | ||
Book value of collateral | $ 36,391 | ||
MetLife Term Loan #8 | |||
Mortgage notes payable | |||
Principal outstanding | $ 44,000 | 44,000 | |
Interest rate (as a percent) | 4.12% | ||
Interest Rate (as a percent) | 4.12% | ||
Book value of collateral | $ 110,042 | ||
Metlife Term Loan #9 | |||
Mortgage notes payable | |||
Principal outstanding | $ 16,800 | 21,000 | |
Interest rate (as a percent) | 3.20% | ||
Interest Rate (as a percent) | 3.20% | ||
Book value of collateral | $ 39,005 | ||
Metlife Term Loan #10 | |||
Mortgage notes payable | |||
Principal outstanding | $ 51,808 | 53,277 | |
Interest rate (as a percent) | 3.00% | ||
Interest Rate (as a percent) | 3.00% | ||
Book value of collateral | $ 109,410 | ||
Metlife Term Loan #11 | |||
Mortgage notes payable | |||
Principal outstanding | $ 12,750 | ||
Interest rate (as a percent) | 2.85% | ||
Interest Rate (as a percent) | 2.85% | ||
Book value of collateral | $ 26,890 | ||
Rabobank | |||
Mortgage notes payable | |||
Principal outstanding | $ 59,500 | 62,358 | |
Interest Rate (as a percent) | 1.78% | ||
Book value of collateral | $ 29,857 | ||
Rabobank | Secured notes | |||
Mortgage notes payable | |||
Outstanding debt | $ 59,500 | 62,400 | |
Rabobank | LIBOR | |||
Mortgage notes payable | |||
Margin added to reference rate (as a percent) | 1.70% | ||
Rutledge Note Payable#1 | |||
Mortgage notes payable | |||
Principal outstanding | $ 17,000 | 17,000 | |
Interest Rate (as a percent) | 1.43% | ||
Book value of collateral | $ 40,538 | ||
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 | 25,000 | |
Interest Rate (as a percent) | 1.43% | ||
Book value of collateral | $ 48,164 | ||
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 | 25,000 | |
Interest Rate (as a percent) | 1.43% | ||
Book value of collateral | $ 29,302 | ||
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 | 15,000 | |
Interest Rate (as a percent) | 1.43% | ||
Book value of collateral | $ 84,031 | ||
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 | $ 30,000 | |
Interest Rate (as a percent) | 1.43% | ||
Book value of collateral | $ 128,974 | ||
Rutledge Note Payable#5 | 3 month LIBOR | |||
Mortgage notes payable | |||
Margin added to reference rate (as a percent) | 1.30% | ||
Jefferson Bank Bridge Loan | |||
Mortgage notes payable | |||
Real estate purchase agreement, seller reimbursement, interest rate | 3.00% | ||
Real estate purchase agreement, threshold loan principal for which interest is reimbursed By seller | $ 13,500 | ||
Real estate purchase agreement, period for which interest on loan Is reimbursed by seller | 90 days |
Mortgage Notes, Lines of Cred_4
Mortgage Notes, Lines of Credit and Bonds Payable - Aggregate Maturities and Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Aggregate maturities of long-term debt | ||
2022 | $ 112,000 | |
2024 | 2,100 | |
2025 | 27,087 | |
Thereafter | 359,814 | |
Total | 501,001 | |
Level 3 | Mortgage notes payable | Fair value | ||
Aggregate maturities of long-term debt | ||
Fair value of debt | $ 513,500 | $ 535,100 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Sep. 04, 2020USD ($)aproperty | Jun. 01, 2015USD ($) | Oct. 31, 2021USD ($) | Feb. 28, 2021USD ($) | Aug. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |||||||||||||
Monthly payment amount | $ 10,032 | $ 13,042 | $ 12,373 | $ 10,701 | $ 10,534 | $ 10,366 | $ 10,200 | ||||||
Total Lease Cost | $ 30,000 | $ 20,000 | $ 110,000 | $ 90,000 | |||||||||
Remaining lease term of operating lease | 12 months | 12 months | |||||||||||
Operating lease discount rate | 3.35% | 3.35% | |||||||||||
2021 (remaining three months) | $ 39,000 | $ 39,000 | |||||||||||
2022 | 117,000 | 117,000 | |||||||||||
Total future minimum lease payments | 156,000 | 156,000 | |||||||||||
Approximate percentage of prior decline in common stock price | 40.00% | ||||||||||||
Repurchase option agreement | |||||||||||||
Farms acquired and allocation of purchase price | |||||||||||||
Number of sellers property exercised | property | 1 | ||||||||||||
Number of acres sold | a | 2,860 | ||||||||||||
Proceeds from Sale of Land Held-for-use | $ 2,900,000 | $ 300,000 | |||||||||||
Net book value of assets with unexercised options | 8,000,000 | 8,000,000 | |||||||||||
Net book value of assets with exercised repurchase options | $ 15,800,000 | $ 15,800,000 |
Stockholders' Equity and Non-_3
Stockholders' Equity and Non-controlling Interests - Distributions (Details) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 28, 2021item | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020shares | |
The Operating Partnership | ||||
Shareholders' Equity | ||||
Parent ownership interest (as a percent) | 95.70% | 94.90% | ||
Common Units | Operating Partnership | ||||
Shareholders' Equity | ||||
Parent ownership interest (as a percent) | 95.70% | |||
Subsequent Event | ||||
Shareholders' Equity | ||||
Number of farms acquired | item | 3 | |||
Common stock | ||||
Shareholders' Equity | ||||
Common stock issued (in shares) | 281,453 | 265,000 | ||
Common stock upon redemption (in shares) | 281,453 | 265,000 | ||
Non-controlling Interests in Operating Partnership | Operating Partnership | ||||
Shareholders' Equity | ||||
Increase (decrease) to non-controlling interest in the Operating Partnership | $ | $ 0.1 | $ (0.4) | ||
Pittman Hough Farms | The Operating Partnership | ||||
Shareholders' Equity | ||||
Noncontrolling ownership interest (as a percent) | 4.30% | 5.10% | ||
Pittman Hough Farms | Common Units | Operating Partnership | ||||
Shareholders' Equity | ||||
Ratio for conversion into common shares | 1 | |||
Redeemable Common Units | Common Units | ||||
Shareholders' Equity | ||||
OP units outstanding for redemption | 1,400,000 | 1,600,000 |
Stockholders' Equity and Non-_4
Stockholders' Equity and Non-controlling Interests - Redeemable non-controlling interest (Details) $ / shares in Units, $ in Thousands | Oct. 15, 2021$ / shares | Aug. 17, 2021$ / sharesshares | Jul. 15, 2021$ / shares | Apr. 15, 2021$ / shares | Jan. 15, 2021$ / shares | Oct. 15, 2020$ / shares | Jul. 15, 2020$ / shares | Apr. 15, 2020$ / shares | Mar. 02, 2016$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Jan. 15, 2022$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Jan. 15, 2021$ / shares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Aug. 17, 2017$ / sharesshares |
Change in redeemable non-controlling interest | |||||||||||||||||
Opening balance | $ 120,510 | ||||||||||||||||
Ending balance | $ 119,633 | $ 119,633 | $ 120,510 | ||||||||||||||
Par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Series B Participating Preferred Stock | $ 139,116 | $ 139,116 | $ 139,766 | ||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Dividends declared per common share | $ / shares | $ 0.0500 | $ 0.0500 | $ 0.0500 | $ 0.0500 | $ 0.0500 | $ 0.0500 | $ 0.0500 | $ 0.05 | $ 0.05 | $ 0.1500 | $ 0.15 | $ 0.2000 | $ 0.15 | ||||
Common stock | |||||||||||||||||
Change in redeemable non-controlling interest | |||||||||||||||||
Common stock upon redemption (in shares) | shares | 281,453 | 265,000 | |||||||||||||||
Redeemable Preferred OP Units | Preferred Share | |||||||||||||||||
Change in redeemable non-controlling interest | |||||||||||||||||
Opening balance | $ 120,510 | $ 120,510 | $ 120,510 | ||||||||||||||
Opening balance (in shares) | shares | 117,000 | 117,000 | 117,000 | ||||||||||||||
Distributions paid to non-controlling interest | $ (3,510) | $ (3,510) | |||||||||||||||
Accrued distributions to non-controlling interest | 2,633 | 2,633 | |||||||||||||||
Ending balance | $ 119,633 | $ 119,633 | $ 119,633 | $ 119,633 | $ 120,510 | ||||||||||||
Ending balance (in shares) | shares | 117,000 | 117,000 | 117,000 | 117,000 | 117,000 | ||||||||||||
Series A Preferred Units | |||||||||||||||||
Stockholders' Equity and Non-controlling Interests | |||||||||||||||||
Percentage of preferential cash distribution | 3.00% | ||||||||||||||||
Liquidation preference | $ / shares | $ 1,000 | ||||||||||||||||
Ratio of OP units redeemable into common stock | 1 | ||||||||||||||||
Number of trading days | 20 days | ||||||||||||||||
Change in redeemable non-controlling interest | |||||||||||||||||
Percentage of cumulative preferential dividends | 3.00% | ||||||||||||||||
Distributions payable | $ 2,600 | ||||||||||||||||
Series A Preferred Units | Asset acquisition | |||||||||||||||||
Stockholders' Equity and Non-controlling Interests | |||||||||||||||||
Liquidation value | $ 119,600 | $ 119,600 | $ 120,500 | ||||||||||||||
Series A Preferred Units | Asset acquisition | Illinois | |||||||||||||||||
Stockholders' Equity and Non-controlling Interests | |||||||||||||||||
Issuance of Common units as partial consideration for asset acquisition (in shares) | shares | 117,000 | ||||||||||||||||
Series B Participating Preferred Stock | |||||||||||||||||
Change in redeemable non-controlling interest | |||||||||||||||||
Shares issued under underwriting agreement | shares | 6,037,500 | 6,037,500 | |||||||||||||||
Common stock, issue price (in dollars per share) | $ / shares | $ 25 | ||||||||||||||||
Par value | $ / shares | $ 0.01 | ||||||||||||||||
Preference dividend (as a percent) | 6.00% |
Stockholders' Equity and Non-_5
Stockholders' Equity and Non-controlling Interests - Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 07, 2020 | Aug. 01, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 15, 2017 |
Stockholders' Equity and Non-controlling Interests | |||||
Increase in number of authorized shares | 50,000,000 | 30,000,000 | |||
Payments for repurchase of shares | $ 6,568 | ||||
Share repurchase | |||||
Stockholders' Equity and Non-controlling Interests | |||||
Amount of shares that can be repurchased | $ 40,500 | ||||
Share repurchase | Common stock | |||||
Stockholders' Equity and Non-controlling Interests | |||||
Shares repurchased (in shares) | 0 | ||||
Share repurchase | Series B Preferred Stock | |||||
Stockholders' Equity and Non-controlling Interests | |||||
Shares repurchased (in shares) | 25,073 | ||||
Payments for repurchase of shares | $ 700 | ||||
Shares repurchased, weighted average price (in dollars per share) | $ 25.92 | ||||
Maximum | Share repurchase | |||||
Stockholders' Equity and Non-controlling Interests | |||||
Amount approved for share repurchase program | $ 25,000 |
Stockholders' Equity and Non-_6
Stockholders' Equity and Non-controlling Interests - Summary of the non-vested Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | May 14, 2021 | May 07, 2021 | |
Weighted Average Grant Date Fair Value | ||||||||
Proceeds from issuance of common stock | $ 25,365 | |||||||
Deferred offering costs incurred | 200 | $ 0 | ||||||
Deferred offering costs | $ 76 | $ 76 | $ 0 | |||||
ATM Program | ||||||||
Weighted Average Grant Date Fair Value | ||||||||
Stock offering, maximum sales value | $ 50,000 | |||||||
Issuance of stock (in shares) | 1,959,512 | |||||||
Gross proceeds | $ 25,700 | |||||||
Net proceeds | $ 25,400 | |||||||
Restricted Stock Awards | ||||||||
Number of Shares | ||||||||
Unvested at the beginning of the period (in shares) | 316,000 | |||||||
Granted (in shares) | 133,000 | |||||||
Vested (in shares) | (160,000) | |||||||
Unvested at the end of the period (in shares) | 289,000 | 289,000 | 316,000 | |||||
Weighted Average Grant Date Fair Value | ||||||||
Unvested at the beginning of the period (in dollars per share) | $ 6.46 | |||||||
Granted (in dollars per share) | 11.73 | |||||||
Vested (in dollars per share) | 6.68 | |||||||
Unvested at the end of the period (in dollars per share) | $ 8.72 | $ 8.72 | $ 6.46 | |||||
Share-based compensation expense | $ 300 | $ 300 | $ 900 | $ 800 | ||||
Total unrecognized compensation costs related to non-vested stock awards | $ 1,800 | $ 1,800 | $ 1,100 | |||||
Weighted average period over which unrecognized compensation costs is expected to be recognized | 1 year 8 months 12 days | |||||||
Restricted Stock Awards | Third Amended Plan | ||||||||
Weighted Average Grant Date Fair Value | ||||||||
Maximum shares of common stock to be issued | 1,900,000 | |||||||
Number of shares available for future grant | 800,000 | 800,000 |
Stockholders' Equity and Non-_7
Stockholders' Equity and Non-controlling Interests - Earnings (loss) per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net income (loss) attributable to Farmland Partners Inc. | $ (2,554) | $ 527 | $ (2,928) | $ 1,083 |
Less: Nonforfeitable distributions allocated to unvested restricted shares | (14) | (16) | (42) | (48) |
Net (loss) available to common stockholders of Farmland Partners Inc. | $ (5,623) | $ (2,553) | $ (12,145) | $ (8,234) |
Denominator: | ||||
Weighted-average number of common shares - basic (in shares) | 32,551 | 29,206 | 31,355 | 29,392 |
Weighted-average number of common shares - diluted (in shares) | 32,551 | 29,206 | 31,355 | 29,392 |
(Loss) per share attributable to common stockholders - basic | $ (0.17) | $ (0.09) | $ (0.39) | $ (0.28) |
Preferred Units | ||||
Numerator: | ||||
Less: Distributions and dividends | $ (3,055) | $ (3,064) | $ (9,175) | $ (9,269) |
Stockholders' Equity and Non-_8
Stockholders' Equity and Non-controlling Interests - Units held by the non-controlling interest (Details) - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Compensation-related shares | ||
Excluded from diluted earnings per share calculation | ||
Anti-dilutive compensation-related shares outstanding | 0.3 | 0.3 |
Operating Partnership | ||
Excluded from diluted earnings per share calculation | ||
Weighted average number of units | 1.5 | 1.9 |
Stockholders' Equity and Non-_9
Stockholders' Equity and Non-controlling Interests - Equity awards and units outstanding (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 34,300 | 32,210 |
Restricted Stock Awards | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 289 | 316 |
Common Units | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 1,357 | 1,639 |
Common stock | ||
Class of Stock [Line Items] | ||
Equity awards and units outstanding | 32,654 | 30,255 |
Hedge Accounting (Details)
Hedge Accounting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Derivative Contracts | |||||
Fair value of derivative instruments | $ 1,239 | $ 1,239 | $ 2,899 | ||
Movements in other comprehensive income | |||||
Beginning accumulated derivative instrument gain or loss | (2,380) | $ (1,644) | (1,644) | ||
Net change associated with current period hedging activities | 390 | $ 226 | 1,332 | (1,756) | (1,582) |
Amortization of frozen AOCI on de-designated hedge | 234 | 301 | 764 | 547 | 846 |
Closing accumulated derivative instrument gain or loss | (284) | $ (284) | $ (2,380) | ||
Interest Rate Swap | |||||
Derivative Contracts | |||||
Derivative term of contract | 6 years | ||||
Notional amount | 33,200 | $ 33,200 | |||
Designated as Hedging Instrument | Interest rate contract | |||||
Derivative Contracts | |||||
Amount of Gain / (Loss) reclassified in OCI on derivative | (100) | (100) | (300) | (200) | |
Hedging transactions, net change | 600 | 500 | 2,100 | (1,200) | |
Amortization of frozen Accumulated Other Comprehensive Income | $ 200 | 300 | $ 800 | 500 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | |||||
Derivative Contracts | |||||
Derivative term of contract | 6 years | ||||
Percentage of debt outstanding amount covered by hedging | 50.00% | 50.00% | |||
Terminated hedge fair value | $ 2,600 | $ 2,600 | |||
Terminated hedge, amortization period | 6 years | ||||
Hedge termination fees | 100 | $ 300 | |||
Notional amount | 33,200 | 33,200 | |||
Movements in other comprehensive income | |||||
Amortization of frozen AOCI on de-designated hedge | 200 | $ 300 | 800 | $ 500 | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap | Derivative liability | |||||
Derivative Contracts | |||||
Fair value of derivative instruments | $ 1,239 | $ 1,239 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Oct. 26, 2021$ / shares | Oct. 04, 2021$ / sharesshares | Oct. 28, 2021USD ($)item | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares | Aug. 17, 2017$ / shares |
Subsequent Events | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Subsequent Event | ||||||
Subsequent Events | ||||||
Number of farms acquired | item | 3 | |||||
Payments to acquire farms | $ | $ 9.7 | |||||
Series B Participating Preferred Stock | ||||||
Subsequent Events | ||||||
Common stock, issue price (in dollars per share) | $ 25 | |||||
Series B Participating Preferred Stock | Subsequent Event | ||||||
Subsequent Events | ||||||
Conversion of stock, shares converted | shares | 5,806,797 | |||||
Common stock, issue price (in dollars per share) | $ 2.0871798 | |||||
Less any fractional shares | shares | 12,119,829 | |||||
Common Units | Subsequent Event | ||||||
Subsequent Events | ||||||
Dividend declared (per share) | $ 0.05 |