Form 8-K - Current report

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 16, 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: (720) 452-3100

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 2.01.Completion of Acquisition or Disposition of Assets.

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.

Item 9.01.Financial Statements and Exhibits.

(b) Pro Forma Financial Information

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.

(d) Exhibits


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)

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 21, 2024	By:	/s/ Luca Fabbri
		Luca Fabbri
		President and Chief Executive Officer

Exhibit 99.1

Unaudited Pro Forma Consolidated Financial Statements

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:

●

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

●

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

●

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

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.

‌

Farmland Partners Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2024

(in thousands, except par value and share data)


			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

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

Commitments and contingencies

Redeemable non-controlling interest in operating partnership, Series A preferred units		100,485		—			100,485

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

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

‌

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)


			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

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

Net income (loss) before income tax (benefit) expense		(626)		(387)			(1,013)

Income tax (benefit) expense		18		—			18

NET INCOME (LOSS)		(644)		(387)			(1,031)

Net (income) loss attributable to non-controlling interests in operating partnership		15		10			25

Net income (loss) attributable to the Company		(629)		(377)			(1,006)

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)

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

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

‌

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)


			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

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

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

‌

Farmland Partners Inc.

Notes to the Unaudited Pro Forma Consolidated Financial Statements

Basis of Presentation

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

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.

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

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.

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

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

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.

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

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

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.

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

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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