Form 8-K - Current report

0001591670false00015916702024-10-162024-10-16

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 16, 2024

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FARMLAND PARTNERS INC.

(Exact name of registrant as specified in its charter)

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Maryland (State or other jurisdiction of incorporation)	001-36405 (Commission File Number)	46-3769850 (IRS Employer Identification No.)

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4600 S. Syracuse Street, Suite 1450 Denver, Colorado (Address of principal executive offices)		80237 (Zip Code)

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Registrant’s telephone number, including area code: [phone]

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Not Applicable

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

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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:

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

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

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

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

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

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FPI	New York Stock Exchange

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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 ☐

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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. ☐

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Item 2.01.Completion of Acquisition or Disposition of Assets.

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On October [16], 2024, Farmland Partners Inc. (the “Company”) completed the previously announced sale of a portfolio of 46 farms comprising 41,554 acres of farmland located in Arkansas, Florida, Louisiana, Mississippi, Nebraska, Oklahoma, North Carolina and South Carolina for an aggregate purchase price of $289 million in a single transaction (the “Transaction”) to Farmland Reserve, Inc., a Utah nonprofit corporation.  

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Item 9.01.Financial Statements and Exhibits.

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(b) Pro Forma Financial Information

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The unaudited pro forma consolidated balance sheet of the Company as of June 30, 2024 and the unaudited pro forma consolidated statements of operations of the Company for the six months ended June 30, 2024 and the year ended December 31, 2023 and notes thereto, each giving effect to the Transaction, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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(d) Exhibits

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​	​	​
Exhibit No.		Description
99.1	​	Unaudited Pro Forma Consolidated Financial Statements of Farmland Partners Inc.
104	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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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.

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			FARMLAND PARTNERS INC.
Date: October 21, 2024		By:	/s/ Luca Fabbri
			Luca Fabbri
			President and Chief Executive Officer

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Exhibit 99.1

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Unaudited Pro Forma Consolidated Financial Statements

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 On October 16, 2024, Farmland Partners Inc. (“FPI” or the “Company”) completed the sale of a portfolio of 46 farms comprising 41,554 acres of farmland located in Arkansas, Florida, Louisiana, Mississippi, Nebraska, Oklahoma, North Carolina and South Carolina (the “Portfolio”) for an aggregate purchase price of $289 million in a single transaction (the “Transaction”) to Farmland Reserve, Inc., a Utah nonprofit corporation, pursuant to the terms of the purchase and sale agreement entered into on October 2, 2024.  

The following unaudited pro forma consolidated financial statements of FPI, collectively with its subsidiaries, each giving effect to the Transaction, are included herein:

 

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Unaudited pro forma consolidated balance sheet as of June 30, 2024;

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Unaudited pro forma consolidated statement of operations for six months ended June 30, 2024; and

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Unaudited pro forma consolidated statement of operations for the year ended December 31, 2023;

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The unaudited pro forma consolidated balance sheet as of June 30, 2024 is presented as if the Transaction closed on June 30, 2024. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023 have been presented as if the Transaction occurred on January 1, 2023.

The unaudited pro forma consolidated financial statements presented below have been derived from FPI’s historical consolidated financial statements. While the historical consolidated financial statements reflect the past financial results of FPI, the unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not intended to represent or be indicative of FPI’s financial position or results of operations had the Transaction been completed as of the beginning of the earliest period presented, nor are they indicative of FPI’s future financial condition or results of operations.

The unaudited pro forma consolidated financial statements reflect the transaction accounting adjustments necessary to account for the Transaction. The pro forma adjustments are based upon available information and assumptions that FPI’s management believes are reasonable, factually supportable and directly attributable to the Transaction. The actual financial position and results of operations of FPI could differ materially from these estimates. Additional information about the pro forma adjustments can be found in the accompanying notes to the unaudited pro forma consolidated financial statements. The unaudited pro forma consolidated financial statements should be read in conjunction with (i) the historical audited consolidated financial statements and notes thereto in FPI’s Annual Report on Form 10-K for the year ended December 31, 2023, (ii) the historical unaudited consolidated financial statements and notes thereto in FPI’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2024 and (iii) other information regarding the Transaction and FPI included in FPI’s filings with the U.S. Securities and Exchange Commission from time to time.

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Farmland Partners Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2024

(in thousands, except par value and share data)

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​	​	​	​	​	​	​	​	​	​	​
​	​	​		​	Pro Forma		​	​	Pro Forma
​		Historical (a)		​	Adjustments (b)		​	​	Total
ASSETS	​	​	​	​	​	​	​	​	​	​
Land, at cost	​	$	885,993	​	$	(223,963)	​	​	$	662,030
Grain facilities	​		12,459	​		(4,654)	​	​		7,805
Groundwater	​		11,033	​		—	​	​		11,033
Irrigation improvements	​		41,683	​		(11,842)	​	​		29,841
Drainage improvements	​		10,315	​		(2,072)	​	​		8,243
Permanent plantings	​	​	42,316	​	​	—	​	​	​	42,316
Other	​	​	4,708	​	​	(693)	​	​	​	4,015
Construction in progress	​		1,559	​		—	​	​		1,559
Real estate, at cost	​		1,010,066	​		(243,224)	​	​		766,842
Less accumulated depreciation	​		(34,553)	​		4,787	​	​		(29,766)
Total real estate, net	​		975,513	​		(238,437)	​	​		737,076
Cash and cash equivalents	​		5,746	​		142,403	(c)	​		148,149
Assets held for sale	​	​	24	​	​	—	​	​	​	24
Loans and financing receivables, net	​		31,438	​		—	​	​		31,438
Right of use asset	​	​	298	​	​	—	​	​	​	298
Accounts receivable, net	​		1,128	​		—	​	​		1,128
Derivative asset	​	​	1,756	​	​	(1,134)	(d)	​	​	622
Inventory	​		3,021	​		—	​	​		3,021
Equity method investments	​	​	4,071	​	​	—	​	​	​	4,071
Intangible assets, net	​	​	2,025	​	​	—	​	​	​	2,025
Goodwill	​	​	2,706	​	​	—	​	​	​	2,706
Prepaid and other assets	​		765	​		—	​	​		765
TOTAL ASSETS	​	$	1,028,491	​	$	(97,168)	​	​	$	931,323
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LIABILITIES AND EQUITY	​	​	​	​	​	​	​	​	​	​
LIABILITIES	​	​	​	​	​	​	​	​	​	​
Mortgage notes and bonds payable, net	​	$	391,059	​	$	(146,597)	(c)	​	$	244,462
Lease liability	​	​	298	​	​	—	​	​	​	298
Dividends payable	​		2,967	​		—	​	​		2,967
Accrued interest	​		4,702	​		—	​	​		4,702
Accrued property taxes	​		1,799	​		(427)	​	​		1,372
Deferred revenue	​		1,283	​		(364)	​	​		919
Accrued expenses	​		4,429	​		(3)	​	​		4,426
Total liabilities	​		406,537	​		(147,391)	​	​		259,146
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Commitments and contingencies	​	​	​	​	​	​	​	​	​	​
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Redeemable non-controlling interest in operating partnership, Series A preferred units	​	​	100,485	​	​	—	​	​	​	100,485
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EQUITY	​	​	​	​	​	​	​	​	​	​
Common stock, $0.01 par value, 500,000,000 shares authorized; 48,166,909 shares issued and outstanding at June 30, 2024, and 48,002,716 shares issued and outstanding at December 31, 2023	​		465	​		—	​	​		465
Additional paid in capital	​		578,166	​		—	​	​		578,166
Retained earnings	​		29,297	​		46,496	​	​		75,793
Cumulative dividends	​		(101,723)	​		—	​	​		(101,723)
Other comprehensive income	​		2,521	​		(1,134)	(d)	​		1,387
Non-controlling interests in operating partnership	​		12,743	​		4,861	​	​		17,604
Total equity	​		521,469	​		50,223	​	​		571,692
​	​	​	​	​	​	​	​	​	​	​
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS IN OPERATING PARTNERSHIP AND EQUITY	​	$	1,028,491	​	$	(97,168)	​	​	$	931,323

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Refer to accompanying notes to unaudited pro forma consolidated financial statements.

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Farmland Partners Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2024

(in thousands, except par value and share data)

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​	​	​	​	​	​	​	​	​	​	​
​	​	​		​	Pro Forma		​	​	Pro Forma
​		Historical (e)			Adjustments (f)		​		Total
OPERATING REVENUES:	​	​	​	​	​	​	​	​	​	​
Rental income	​	$	19,746	​	$	(5,234)	​	​	$	14,512
Crop sales	​	​	1,595	​	​	—	​	​	​	1,595
Other revenue	​		2,094	​		—	​	​		2,094
Total operating revenues	​		23,435	​		(5,234)	​	​		18,201
​	​	​	​	​	​	​	​	​	​	​
OPERATING EXPENSES	​	​	​	​	​	​	​	​	​	​
Depreciation, depletion and amortization	​		2,911	​		(393)	​	​		2,518
Property operating expenses	​		3,668	​		(404)	​	​		3,264
Cost of goods sold	​	​	1,302	​	​	—	​	​	​	1,302
Acquisition and due diligence costs	​		27	​		—	​	​		27
General and administrative expenses	​		6,364	​		—	​	​		6,364
Legal and accounting	​		740	​		—	​	​		740
Other operating expenses	​	​	36	​	​	—	​	​	​	36
Total operating expenses	​		15,048	​		(797)	​	​		14,251
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OTHER (INCOME) EXPENSE:	​	​	​	​	​	​	​	​	​	​
Other (income) expense	​	​	(68)	​	​	106	​	​	​	38
(Income) loss from equity method investment	​	​	(95)	​	​	—	​	​	​	(95)
(Gain) loss on disposition of assets, net	​	​	96	​	​	(26)	​	​	​	70
(Income) from forfeited deposits	​	​	(1,205)	​	​	—	​	​	​	(1,205)
Interest expense	​		10,285	​		(4,130)	(g)	​		6,155
Total other expense	​		9,013	​		(4,050)	​	​		4,963
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Net income (loss) before income tax (benefit) expense	​	​	(626)	​	​	(387)	​	​	​	(1,013)
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Income tax (benefit) expense	​	​	18	​	​	—	​	​	​	18
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NET INCOME (LOSS)	​		(644)	​		(387)	​	​		(1,031)
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Net (income) loss attributable to non-controlling interests in operating partnership	​		15	​		10	​	​		25
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Net income (loss) attributable to the Company	​	​	(629)	​	​	(377)	​	​	​	(1,006)
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Dividend equivalent rights allocated to performance-based unvested restricted shares	​	​	(4)	​	​	—	​	​	​	(4)
Nonforfeitable distributions allocated to time-based unvested restricted shares	​	​	(44)	​	​	—	​	​	​	(44)
Distributions on Series A Preferred Units	​	​	(1,486)	​	​	—	​	​	​	(1,486)
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Net income (loss) available to common stockholders of Farmland Partners Inc.	​	$	(2,163)	​	$	(377)	​	​	$	(2,540)
​	​	​	​	​	​	​	​	​	​	—
Basic and diluted per common share data:	​	​	​	​	​	​	​	​	​	​
Basic net income (loss) available to common stockholders	​	$	(0.05)	​	​	​	​	​	$	(0.05)
Diluted net income (loss) available to common stockholders	​	$	(0.05)	​	​	​	​	​	$	(0.05)
Basic weighted average common shares outstanding	​		47,751	​	​	​	​	​		47,751
Diluted weighted average common shares outstanding	​		47,751	​	​	​	​	​		47,751

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Refer to accompanying notes to unaudited pro forma consolidated financial statements.

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Farmland Partners Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2023

(in thousands, except par value and share data)

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​	​	​	​	​	​	​	​	​	​	​
​	​	​		​	Pro Forma		​	​	Pro Forma
​		Historical (h)			Adjustments (i)		​		Total
OPERATING REVENUES:	​	​	​	​	​	​	​	​	​	​
Rental income	​	$	49,185	​	$	(9,981)	​	​	$	39,204
Crop sales	​	​	2,257	​	​	—	​	​	​	2,257
Other revenue	​		6,024	​		(17)	​	​		6,007
Total operating revenues	​		57,466	​		(9,998)	​	​		47,468
​	​	​	​	​	​	​	​	​	​	​
OPERATING EXPENSES	​	​	​	​	​	​	​	​	​	​
Depreciation, depletion and amortization	​		7,499	​		(777)	​	​		6,722
Property operating expenses	​		8,660	​		(790)	​	​		7,870
Cost of goods sold	​	​	4,754	​	​	—	​	​	​	4,754
Acquisition and due diligence costs	​		17	​		—	​	​		17
General and administrative expenses	​		11,274	​		(2)	​	​		11,272
Legal and accounting	​		1,279	​		—	​	​		1,279
Impairment of assets	​	​	5,840	​	​	—	​	​	​	5,840
Other operating expenses	​	​	144	​	​	—	​	​	​	144
Total operating expenses	​		39,467	​		(1,569)	​	​		37,898
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OTHER (INCOME) EXPENSE:	​	​	​	​	​	​	​	​	​	​
Other (income)	​	​	(39)	​	​	—	​	​	​	(39)
(Income) from equity method investment	​	​	(1)	​	​	—	​	​	​	(1)
(Gain) on disposition of assets, net	​	​	(36,133)	​	​	—	​	​	​	(36,133)
Interest expense	​		22,657	​		(7,258)	(j)	​		15,399
Total other expense	​		(13,516)	​		(7,258)	​	​		(20,774)
​	​	​	​	​	​	​	​	​	​	​
Net income before income tax (benefit) expense	​	​	31,515	​	​	(1,171)	​	​	​	30,344
​	​	​	​	​	​	​	​	​	​	​
Income tax (benefit) expense	​	​	(166)	​	​	—	​	​	​	(166)
​	​	​	​	​	​	​	​	​	​	​
NET INCOME	​		31,681	​		(1,171)	​	​		30,510
​	​	​	​	​	​	​	​	​	​	​
Net (income) attributable to non-controlling interests in operating partnership	​		(768)	​		29	​	​		(739)
​	​	​	​	​	​	​	​	​	​	​
Net income attributable to the Company	​	​	30,913	​	​	(1,142)	​	​	​	29,771
​	​	​	​	​	​	​	​	​	​	​
Nonforfeitable distributions allocated to unvested restricted shares	​	​	(157)	​	​	—	​	​	​	(157)
Distributions on Series A Preferred Units	​	​	(2,970)	​	​	—	​	​	​	(2,970)
​	​	​	​	​	​	​	​	​	​	​
Net income available to common stockholders of Farmland Partners Inc.	​	$	27,786	​	$	(1,142)	​	​	$	26,644
​	​	​	​	​	​	​	​	​	​	​
Basic and diluted per common share data:	​	​	​	​	​	​	​	​	​	​
Basic net income available to common stockholders	​	$	0.55	​	​	​	​	​	$	0.53
Diluted net income available to common stockholders	​	$	0.53	​	​	​	​	​	$	0.51
Basic weighted average common shares outstanding	​		50,243	​	​	​	​	​		50,243
Diluted weighted average common shares outstanding	​		58,292	​	​	​	​	​		58,292

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Refer to accompanying notes to unaudited pro forma consolidated financial statements.

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Farmland Partners Inc.

Notes to the Unaudited Pro Forma Consolidated Financial Statements

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Basis of Presentation

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The unaudited pro forma consolidated balance sheet as of June 30, 2024 has been presented as if the Transaction closed on June 30, 2024. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023 have been presented as if the Transaction occurred on January 1, 2023.

Unaudited Pro Forma Consolidated Balance Sheet

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a)

Historical financial information as of June 30, 2024 derived from the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2024.

b)

Unless otherwise noted, represents adjustments to reflect the disposition of the Portfolio. The sale price of the Portfolio was $289.0 million.

c)

Includes the reduction of debt from repaying $146.6 million of mortgage debt executed at closing or immediately thereafter. The Company may make further debt reductions.

d)

In connection with the debt reduction on the Company’s mortgage note with Rabobank, the notional value on the interest rate swap was reduced to $11.8 million. This adjustment represents the decrease to the derivative asset value as a result of the reduction to the notional value.

Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2024

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e)

Historical financial information derived from the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2024.

f)

Unless otherwise noted, amounts represent the historical operations of the Portfolio as reflected in the historical statement of operations of the Company for the six months ended June 30, 2024.

g)

Represents the reduction of interest expense from repaying $146.6 million of mortgage debt.

Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2023

h)

Historical financial information derived from the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

i)

Unless otherwise noted, amounts represent the historical operations of the Portfolio as reflected in the historical statement of operations of the Company for the year ended December 31, 2023.

j)

Represents the reduction of interest expense from repaying $146.6 million of mortgage debt.

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Document and Entity Information	Oct. 16, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 16, 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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