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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2024

FARMLAND PARTNERS INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction

of incorporation)

001-36405

(Commission

File Number)

46-3769850

(IRS Employer

Identification No.)

4600 S. Syracuse Street, Suite 1450

Denver, Colorado

(Address of principal executive offices)

 

80237

(Zip Code)

Registrant’s telephone number, including area code: (720452-3100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

FPI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.Results of Operations and Financial Condition.

On October 30, 2024, Farmland Partners Inc. (the “Company”) issued a press release announcing its financial position as of September 30, 2024, results of operations for the three and nine months ended September 30, 2024 and other related information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company intends to make certain supplemental information available on its website www.farmlandpartners.com under the section “Investor Relations—Presentations” prior to the Company’s conference call with investors on Thursday, October 31, 2024 at 11:00 a.m. (Eastern Time).

 In accordance with General Instruction B.2 of Form 8-K, the information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits.

Exhibit
No.

    

Description

99.1*

Press release dated October 30, 2024.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*   Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FARMLAND PARTNERS INC.

Date: October 30, 2024

By:

/s/ Luca Fabbri

Luca Fabbri

President and Chief Executive Officer

Exhibit 99.1

Farmland Partners Inc. Reports Third Quarter 2024 Results

Significantly Reduces Debt, Increases 2024 Earnings Guidance, And Projects Special Dividend Of At Least $1.00

DENVER, October 30, 2024 (BUSINESS WIRE) -- Farmland Partners Inc. (NYSE: FPI) (“FPI” or the “Company”) today reported financial results for the quarter ended September 30, 2024.

Selected Highlights

During the quarter ended September 30, 2024, the Company:

recorded net income of $1.8 million, or $0.02 per share available to common stockholders, compared to $4.3 million (which included $10.3 million of gain on disposition of assets, net), or $0.07 per share available to common stockholders for the same period in 2023;
recorded AFFO of $1.4 million, or $0.03 per share, compared to ($0.5) million, or ($0.01) per share, for the same period in 2023;
increased total operating revenues by $1.7 million, or 14.6%, despite a decrease in average gross book value of real estate from $1.08 billion to $1.01 billion from 2023 to 2024, a decrease of 6.7% as a result of dispositions that occurred during 2023, reflecting the Company’s strategic balancing of maximizing farm revenue while realizing for shareholders the benefit of selling appreciated farmland;
reduced total operating expenses by approximately $3.5 million, a 30.2% decrease compared to the same period in 2023.

Subsequent to September 30, 2024, the Company:

completed 52 farm dispositions under two transactions for $308.0 million in aggregate consideration;
repaid $189.4 million of debt with a weighted average interest rate of 5.77%, eliminating the Company’s exposure to floating rate debt and positioning the Company for approximately $10.9 million of projected annual interest savings going forward;
decreased debt as a percentage of gross book value from 38.8% as of September 30, 2024 to 27.1% as of October 28, 2024 and decreased ratio of total debt to EBITDAre from 10.9 to 5.8;
issued a loan under the FPI Loan Program to a former tenant and its affiliates for approximately $20.0 million; and
increased the bottom and top end of 2024 AFFO guidance range to $0.24 to $0.30 from $0.20 to $0.26.

CEO Comments

Luca Fabbri, President and Chief Executive Officer, commented: “We are pleased to report another strong operating quarter, driven by efficiencies in our core business from the portfolio improvements and cost saving measures that we began in 2023. We have meaningfully increased 2024 earnings guidance at both the top and bottom ends of the ranges based on our improvements in our core business and the completion of $308 million in asset sales and the resulting debt reductions of $189 million and interest savings, the full impact of which will be seen in the coming quarters. These sales, and their related gains of approximately $53 million, have allowed us to, again, demonstrate the strong value embedded in our portfolio, which we believe continues to be meaningfully discounted by the market. With the remaining proceeds, we intend to make further debt reductions, buy back stock, and pursue strategic acquisitions. Additionally, as we did last year, we expect to issue a special dividend to shareholders at year-end, with the amount projected to be between $1.00 and $1.10 per share.”


Financial and Operating Results

The table below shows financial and operating results for the three and nine months ended September 30, 2024 and 2023.

(in thousands)

For the three months ended September 30,

For the nine months ended September 30,

Financial Results:

2024

    

2023

Change

2024

    

2023

Change

Net Income

$

1,838

$

4,315

(57.4)

%

$

1,194

$

13,927

(91.4)

%

Net income (loss) available to common stockholders ¹

$

0.02

$

0.07

(71.4)

%

$

(0.02)

$

0.22

NM

AFFO (2)

$

1,399

$

(465)

NM

%

$

4,713

$

(46)

NM

AFFO per weighted average common share

$

0.03

$

(0.01)

NM

%

$

0.10

$

0.00

NM

Adjusted EBITDAre (2)

$

7,649

$

6,317

21.1

%

$

22,752

$

18,804

21.0

%

Operating Results:

Total Operating Revenues

$

13,317

$

11,617

14.6

%

$

36,752

$

35,874

2.4

%

Net Operating Income (NOI)

$

9,784

$

8,815

11.0

%

$

28,249

$

26,536

6.5

%


NM = Not Meaningful

(1)Basic net income per share available to common stockholders. See “Note 9—Stockholders’ Equity and Non-controlling Interests” in the Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024, when filed, for more information.
(2)The nine months ended September 30, 2024 includes approximately $1.2 million of income from forfeited deposits due to the termination of a repurchase agreement and excludes approximately $1.4 million of severance expense.

See “Non-GAAP Financial Measures” below for complete definitions of AFFO, Adjusted EBITDAre, and NOI and the financial tables accompanying this press release for reconciliations of net income to AFFO, Adjusted EBITDAre and NOI.

Acquisition and Disposition Activity

During the nine months ended September 30, 2024, the Company acquired three properties for total consideration of $16.3 million.
During the nine months ended September 30, 2024, there were no dispositions of properties.

Balance Sheet

The Company had total debt outstanding of approximately $394.0 million at September 30, 2024 compared to total debt outstanding of approximately $363.1 million at December 31, 2023.
At September 30, 2024, the Company had access to liquidity of $140.2 million, consisting of $8.1 million in cash and $132.1 million in undrawn availability under its credit facilities compared to cash of $5.5 million and $201.1 million in undrawn availability under its credit facilities at December 31, 2023. Subsequent to September 30, 2024, the Company has repaid debt totaling $189.4 million and increased availability under its credit facilities to $168.9 million.
As of October 25, 2024, the Company had 49,375,976 shares of common stock outstanding on a fully diluted basis.

Dividend Declarations

On October 29, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $0.06 per share of common stock and Class A Common OP unit.  The dividends are payable on January 15, 2025 to stockholders and common unit holders of record as of January 2, 2025.

2024 Earnings Guidance and Supplemental Package

For 2024 earnings guidance, please see page 15 of the supplemental package, which can be accessed through the Investor Relations section of the Company's website.

Conference Call Information

The Company has scheduled a conference call on October 31, 2024, at 11:00 a.m. (U.S. Eastern Time) to discuss the financial results and provide a company update.  


The call can be accessed live over the phone by dialing 1-800-715-9871 and using the conference ID 4868033. The conference call will also be available via a live listen-only webcast that can be accessed through the Investor Relations section of the Company's website, www.farmlandpartners.com.

A replay of the conference call will be available beginning shortly after the end of the event until November 10, 2024, by dialing 1-800-770-2030 and using the playback ID 4868033. A replay of the webcast will also be accessible on the Investor Relations section of the Company's website for a limited time following the event.

About Farmland Partners Inc.

Farmland Partners Inc. is an internally managed real estate company that owns and seeks to acquire high-quality North American farmland and makes loans to farmers secured by farm real estate. As of the date of this release, the Company owned and/or managed approximately 136,000 acres of farmland in 15 states, including Arkansas, California, Colorado, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, Missouri, Nebraska, North Carolina, Ohio, South Carolina, and Texas. In addition, the Company owns land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand. The Company elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2014. Additional information: www.farmlandpartners.com or (720) 452-3100.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the federal securities laws, including, without limitation, statements with respect to our outlook and the outlook for the farm economy generally, proposed and pending acquisitions and dispositions, financing activities, crop yields and prices and anticipated rental rates. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” or similar expressions or their negatives, as well as statements in future tense. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance, and our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: market factors and other considerations that could result in the Company deciding not to declare and pay a special dividend or to declare and pay a special dividend that is less than stockholders anticipate; the ongoing war in Ukraine and the ongoing conflict in the Middle East and their impacts on the world agriculture market, world food supply, the farm economy generally, and our tenants’ businesses; changes in trade policies in the United States and other countries that import agricultural products from the United States; high inflation and elevated interest rates; the onset of an economic recession in the United States and other countries that impact the farm economy; extreme weather events, such as droughts, tornadoes, hurricanes or floods; the impact of future public health crises on our business and on the economy and capital markets generally; general volatility of the capital markets and the market price of the Company’s common stock; changes in the Company’s business strategy, availability, terms and deployment of capital; the Company’s ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all; availability of qualified personnel; changes in the Company’s industry, interest rates or the general economy; adverse developments related to crop yields or crop prices; the degree and nature of the Company’s competition; the outcomes of ongoing litigation; the timing, price or amount of repurchases, if any, under the Company's share repurchase program; the ability to consummate acquisitions or dispositions under contract; and the other factors described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the Company’s other filings with the Securities and Exchange Commission.  Any forward-looking information presented herein is made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.


Farmland Partners Inc.

Consolidated Balance Sheets

As of September 30, 2024 (Unaudited) and December 31, 2023

(in thousands)

September 30,

December 31,

    

2024

    

2023

ASSETS

Land, at cost

$

886,003

$

869,848

Grain facilities

 

12,459

 

12,222

Groundwater

 

11,033

 

11,472

Irrigation improvements

 

41,751

 

41,988

Drainage improvements

 

10,315

 

10,315

Permanent plantings

42,474

39,620

Other

4,626

 

4,696

Construction in progress

 

1,818

 

4,453

Real estate, at cost

 

1,010,479

 

994,614

Less accumulated depreciation

 

(35,833)

 

(33,083)

Total real estate, net

 

974,646

 

961,531

Deposits

 

1

 

426

Cash and cash equivalents

 

8,090

 

5,489

Assets held for sale

24

28

Loans and financing receivables, net

 

22,239

 

31,020

Right of use asset

242

399

Accounts receivable, net

 

9,033

 

7,743

Derivative asset

807

1,707

Inventory

 

2,785

 

2,335

Equity method investments

4,079

 

4,136

Intangible assets, net

2,019

2,035

Goodwill

2,706

2,706

Prepaid and other assets

 

452

 

2,447

TOTAL ASSETS

$

1,027,123

$

1,022,002

LIABILITIES AND EQUITY

LIABILITIES

Mortgage notes and bonds payable, net

$

392,244

$

360,859

Lease liability

242

399

Dividends payable

 

2,970

 

13,286

Accrued interest

 

5,069

 

4,747

Accrued property taxes

 

2,341

 

1,898

Deferred revenue

 

130

 

2,149

Accrued expenses

 

3,486

 

7,854

Total liabilities

 

406,482

 

391,192

Commitments and contingencies

Redeemable non-controlling interest in operating partnership, Series A preferred units

101,228

101,970

EQUITY

Common stock, $0.01 par value, 500,000,000 shares authorized; 48,172,637 shares issued and outstanding at September 30, 2024, and 48,002,716 shares issued and outstanding at December 31, 2023

 

465

 

466

Additional paid in capital

 

579,044

 

577,253

Retained earnings

 

30,348

 

31,411

Cumulative dividends

 

(104,615)

 

(95,939)

Other comprehensive income

 

1,463

 

2,691

Non-controlling interests in operating partnership

 

12,708

 

12,958

Total equity

 

519,413

 

528,840

TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS IN OPERATING PARTNERSHIP AND EQUITY

$

1,027,123

$

1,022,002

Statements of Operations


Farmland Partners Inc.

Consolidated Statements of Operations

Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

(in thousands except per share amounts)

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

    

2024

    

2023

    

2024

    

2023

OPERATING REVENUES:

Rental income

$

9,753

$

10,137

$

29,499

$

31,084

Crop sales

2,616

814

4,211

1,689

Other revenue

 

948

 

666

 

3,042

 

3,101

Total operating revenues

 

13,317

 

11,617

 

36,752

 

35,874

OPERATING EXPENSES

Depreciation, depletion and amortization

 

1,414

 

1,904

 

4,325

 

5,905

Property operating expenses

 

1,956

 

2,099

 

5,624

 

6,709

Cost of goods sold

1,577

703

2,879

2,629

Acquisition and due diligence costs

 

 

3

 

27

 

17

General and administrative expenses

 

2,634

 

2,651

 

8,998

 

8,161

Legal and accounting

 

502

 

398

 

1,242

 

924

Impairment of assets

3,840

3,840

Other operating expenses

11

4

47

81

Total operating expenses

 

8,094

 

11,602

 

23,142

 

28,266

OTHER (INCOME) EXPENSE:

Other (income) expense

(134)

(41)

(202)

23

(Income) loss from equity method investment

(8)

(5)

(103)

17

(Gain) on disposition of assets, net

(1,980)

(10,293)

(1,884)

(23,179)

(Income) from forfeited deposits

(1,205)

Interest expense

 

5,496

 

6,230

 

15,781

16,998

Total other (income) expense

 

3,374

 

(4,109)

 

12,387

 

(6,141)

Net income before income tax (benefit) expense

1,849

4,124

1,223

13,749

Income tax (benefit) expense

11

(191)

29

 

(178)

NET INCOME

 

1,838

 

4,315

 

1,194

 

13,927

Net (income) attributable to non-controlling interests in operating partnership

 

(45)

 

(105)

 

(29)

(331)

Net income attributable to the Company

1,793

4,210

1,165

13,596

Dividend equivalent rights allocated to performance-based unvested restricted shares

(2)

(6)

Nonforfeitable distributions allocated to time-based unvested restricted shares

(20)

(21)

(64)

(64)

Distributions on Series A Preferred Units

(743)

(743)

(2,229)

(2,228)

Net income (loss) available to common stockholders of Farmland Partners Inc.

$

1,028

$

3,446

$

(1,134)

$

11,304

Basic and diluted per common share data:

Basic net income (loss) available to common stockholders

$

0.02

$

0.07

$

(0.02)

$

0.22

Diluted net income (loss) available to common stockholders

$

0.02

$

0.07

$

(0.02)

$

0.22

Basic weighted average common shares outstanding

 

47,839

 

48,432

 

47,780

 

51,079

Diluted weighted average common shares outstanding

 

47,839

 

48,432

 

47,780

 

51,079

Dividends declared per common share

$

0.06

$

0.06

$

0.18

$

0.18

Note: Due to a presentation change to the consolidated statements of operations, the Company now groups tenant reimbursement into rental income. Please see “Note 2—Revenue Recognition” of the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024, when filed, for the detailed components of rental income.


Farmland Partners Inc.

Reconciliation of Non-GAAP Measures

Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

For the three months ended September 30,

For the nine months ended September 30,

(in thousands except per share amounts)

    

2024

    

2023

    

    

2024

    

2023

Net income

$

1,838

$

4,315

$

1,194

$

13,927

(Gain) on disposition of assets, net

(1,980)

(10,293)

(1,884)

(23,179)

Depreciation, depletion and amortization

 

1,414

 

1,904

 

4,325

5,905

Impairment of assets

 

3,840

 

3,840

FFO (1)

$

1,272

$

(234)

$

3,635

$

493

Stock-based compensation and incentive

 

870

509

 

1,907

1,474

Deferred impact of interest rate swap terminations

 

 

 

 

 

198

Real estate related acquisition and due diligence costs

 

3

27

17

Distributions on Preferred units and stock

(743)

(743)

(2,229)

(2,228)

Severance expense

1,373

AFFO (1)

$

1,399

$

(465)

$

4,713

$

(46)

AFFO per diluted weighted average share data:

AFFO weighted average common shares

 

49,414

 

49,997

 

49,365

 

52,652

Net income (loss) available to common stockholders of Farmland Partners Inc.

$

0.02

$

0.07

$

(0.02)

$

0.22

Income available to redeemable non-controlling interest and non-controlling interest in operating partnership

 

0.02

 

 

0.01

0.06

 

 

0.05

Depreciation, depletion and amortization

 

0.03

 

0.04

 

0.09

 

0.11

Impairment of assets

 

0.00

 

0.08

 

0.00

 

0.07

Stock-based compensation and incentive

 

0.02

 

0.01

 

0.04

 

0.03

(Gain) on disposition of assets, net

(0.04)

(0.21)

(0.04)

(0.44)

Distributions on Preferred units and stock

 

(0.02)

 

(0.01)

 

(0.06)

(0.04)

Severance expense

0.00

0.00

0.03

0.00

AFFO per diluted weighted average share (1)

$

0.03

$

(0.01)

$

0.10

$

0.00

For the three months ended September 30,

For the nine months ended September 30,

(in thousands)

    

2024

    

2023

2024

    

2023

Net income

$

1,838

$

4,315

$

1,194

$

13,927

Interest expense

 

5,496

 

6,230

15,781

 

16,998

Income tax (benefit) expense

 

11

 

(191)

29

 

(178)

Depreciation, depletion and amortization

 

1,414

 

1,904

4,325

 

5,905

Impairment of assets

 

3,840

 

3,840

(Gain) on disposition of assets, net

(1,980)

(10,293)

(1,884)

(23,179)

EBITDAre (1)

$

6,779

$

5,805

$

19,445

$

17,313

Stock-based compensation and incentive

870

509

1,907

1,474

Real estate related acquisition and due diligence costs

3

27

17

Severance expense

1,373

Adjusted EBITDAre (1)

$

7,649

$

6,317

$

22,752

$

18,804

(1)The nine months ended September 30, 2024 includes approximately $1.2 million of income from forfeited deposits due to the termination of a repurchase agreement and excludes approximately $1.4 million of severance expense.

Farmland Partners Inc.

Reconciliation of Non-GAAP Measures

Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

For the three months ended September 30,

For the nine months ended September 30,

($ in thousands)

2024

    

2023

    

    

2024

2023

OPERATING REVENUES:

Rental income

$

9,753

$

10,137

$

29,499

$

31,084

Crop sales

2,616

814

4,211

1,689

Other revenue

 

948

 

666

 

3,042

 

3,101

Total operating revenues

 

13,317

 

11,617

 

36,752

 

35,874

Property operating expenses

1,956

2,099

5,624

6,709

Cost of goods sold

1,577

703

2,879

2,629

NOI

9,784

8,815

28,249

26,536

Depreciation, depletion and amortization

1,414

1,904

4,325

5,905

Acquisition and due diligence costs

3

27

17

General and administrative expenses

2,634

2,651

8,998

8,161

Legal and accounting

502

398

1,242

924

Impairment of assets

3,840

3,840

Other operating expenses

11

4

47

81

Other (income) expense

(134)

(41)

(202)

23

(Income) loss from equity method investment

(8)

(5)

(103)

17

(Gain) on disposition of assets, net

(1,980)

(10,293)

(1,884)

(23,179)

(Income) from forfeited deposits

(1,205)

Interest expense

5,496

6,230

15,781

16,998

Income tax (benefit) expense

11

(191)

29

(178)

NET INCOME

$

1,838

$

4,315

$

1,194

$

13,927

Note: Due to a presentation change to the consolidated statements of operations, the Company now groups tenant reimbursement into rental income. Please see “Note 2—Revenue Recognition” of the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024, when filed, for the detailed components of rental income.


Non-GAAP Financial Measures

The Company considers the following non-GAAP measures as useful to investors as key supplemental measures of its performance: FFO, NOI, AFFO, EBITDAre and Adjusted EBITDAre. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of the Company’s operating performance. FFO, NOI, AFFO, EBITDAre and Adjusted EBITDAre, as calculated by the Company, may not be comparable to other companies that do not define such terms exactly as the Company.

FFO

The Company calculates FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or Nareit. Nareit defines FFO as net income (loss) (calculated in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, real estate related depreciation, depletion and amortization (excluding amortization of deferred financing costs), impairment write-downs of depreciated property, and adjustments associated with impairment write-downs for unconsolidated partnerships and joint ventures. Management presents FFO as a supplemental performance measure because it believes that FFO is beneficial to investors as a starting point in measuring the Company’s operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from sales of depreciable operating properties, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. The Company also believes that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare the Company’s operating performance with that of other REITs. However, other equity REITs may not calculate FFO in accordance with the Nareit definition as the Company does, and, accordingly, the Company’s FFO may not be comparable to such other REITs’ FFO.

AFFO

The Company calculates AFFO by adjusting FFO to exclude the income and expenses that the Company believes are not reflective of the sustainability of the Company’s ongoing operating performance, including, but not limited to, real estate related acquisition and due diligence costs, stock-based compensation and incentive, deferred impact of interest rate swap terminations, distributions on the Company’s preferred units and severance expense.  

Changes in GAAP accounting and reporting rules that were put in effect after the establishment of Nareit’s definition of FFO in 1999 result in the inclusion of a number of items in FFO that do not correlate with the sustainability of the Company’s operating performance.  Therefore, in addition to FFO, the Company presents AFFO and AFFO per share, fully diluted, both of which are non-GAAP measures. Management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company’s operational performance than FFO. AFFO is not intended to represent cash flow or liquidity for the period and is only intended to provide an additional measure of the Company’s operating performance. Even AFFO, however, does not properly capture the timing of cash receipts, especially in connection with full-year rent payments under lease agreements entered into in connection with newly acquired farms. Management considers AFFO per share, fully diluted to be a supplemental metric to GAAP earnings per share. AFFO per share, fully diluted provides additional insight into how the Company’s operating performance could be allocated to potential shares outstanding at a specific point in time. Management believes that AFFO is a widely recognized measure of the operations of REITs and presenting AFFO will enable investors to assess the Company’s performance in comparison to other REITs. However, other REITs may use different methodologies for calculating AFFO and AFFO per share, fully diluted and, accordingly, the Company’s AFFO and AFFO per share, fully diluted may not always be comparable to AFFO and AFFO per share amounts calculated by other REITs. AFFO and AFFO per share, fully diluted should not be considered as an alternative to net income (loss) or earnings per share (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to net income (loss) earnings per share (determined in accordance with GAAP) as a measure of the Company’s liquidity, nor are they indicative of funds available to fund the Company’s cash needs, including its ability to make distributions.


EBITDAre and Adjusted EBITDAre

The Company calculates Earnings Before Interest Taxes Depreciation and Amortization for real estate (“EBITDAre”) in accordance with the standards established by Nareit in its September 2017 White Paper. Nareit defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates.  EBITDAre is a key financial measure used to evaluate the Company’s operating performance but should not be construed as an alternative to operating income, cash flows from operating activities or net income, in each case as determined in accordance with GAAP.  The Company believes that EBITDAre is a useful performance measure commonly reported and will be widely used by analysts and investors in the Company’s industry. However, while EBITDAre is a performance measure widely used across the Company’s industry, the Company does not believe that it correctly captures the Company’s business operating performance because it includes non-cash expenses and recurring adjustments that are necessary to better understand the Company’s business operating performance.  Therefore, in addition to EBITDAre, management uses Adjusted EBITDAre, a non-GAAP measure.

The Company calculates Adjusted EBITDAre by adjusting EBITDAre for certain items such as stock-based compensation and incentive, real estate related acquisition and due diligence costs and severance expense that the Company considers necessary to understand its operating performance. The Company believes that Adjusted EBITDAre provides useful supplemental information to investors regarding the Company’s ongoing operating performance that, when considered with net income and EBITDAre, is beneficial to an investor’s understanding of the Company’s operating performance. However, EBITDAre and Adjusted EBITDAre have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.

In prior periods, the Company has presented EBITDA and Adjusted EBITDA. In accordance with Nareit’s recommendation, beginning with the Company’s reported results for the three months ended March 31, 2018, the Company is reporting EBITDAre and Adjusted EBITDAre in place of EBITDA and Adjusted EBITDA.

Net Operating Income (NOI)

The Company calculates net operating income (NOI) as total operating revenues (rental income, tenant reimbursements, crop sales and other revenue), less property operating expenses (direct property expenses and real estate taxes), less cost of goods sold. Since net operating income excludes general and administrative expenses, interest expense, depreciation and amortization, acquisition-related expenses, other income and losses and extraordinary items, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and leasing farmland real estate, providing a perspective not immediately apparent from net income. However, net operating income should not be viewed as an alternative measure of the Company’s financial performance since it does not reflect general and administrative expenses, interest expense, depreciation and amortization costs, other income and losses.


v3.24.3
Document and Entity Information
Oct. 30, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name FARMLAND PARTNERS INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-36405
Entity Tax Identification Number 46-3769850
Entity Address, Address Line One 4600 S. Syracuse Street
Entity Address, Adress Line Two Suite 1450
Entity Address, City or Town Denver
Entity Address State Or Province CO
Entity Address, Postal Zip Code 80237
City Area Code 720
Local Phone Number 452-3100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol FPI
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001591670
Amendment Flag false

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