UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2016

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                   to

 

Commission file number: 001- 36405

 

 

FARMLAND PARTNERS INC.

(Exact Name of Registrant as Specified in its Charter)

 

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Maryland		46-3769850
(State of Organization)		(IRS Employer Identification No.)
4600 South Syracuse Street, Suite 1450 Denver, Colorado		80237-2766
(Address of Principal Executive Offices)		(Zip Code)

(720) 452-3100

(Registrant’s Telephone Number, Including Area Code)

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒   Yes    ☐  No

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    ☒   Yes    ☐   No

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐   Yes    ☒   No

 

As of May 9, 2016, 12,071,250 shares of the Registrant’s common stock were outstanding.

 

 

 

 

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Farmland Partners Inc.

 

FORM 10-Q FOR THE QUARTER ENDED

March 31, 2016

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION		Page
Item 1.	Financial Statements
	Combined Consolidated Financial Statements
	Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015	3
	Statements of Operations for the three months ended March 31, 2016 and 2015 (unaudited)	4
	Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (unaudited)	5
	Notes to Combined Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54
Item 4.	Controls and Procedures	54
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3.	Defaults Upon Senior Securities	55
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	56
Item 6.	Exhibits	56

 

 

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Farmland Partners Inc.

Combined Consolidated Balance Sheets

As of March 31, 2016 and December 31, 2015

(Unaudited)

(in thousands except par value and share data)

 

 

See accompanying notes.

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Farmland Partners Inc.

Combined Consolidated Statements of Operations

For the three months ended March 31, 2016 and 2015

(Unaudited)

(in thousands except per share amounts)

 

 

See accompanying notes.

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Farmland Partners Inc.

Combined Consolidated Statements of Cash Flows

For the three months ended March 31, 2016 and 2015

(Unaudited)

(in thousands)

 

 

See accompanying notes.

 

 

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Note 1—Organization and Significant Accounting Policie s

 

Organization

 

Farmland Partners Inc., collectively with its subsidiaries (the “Company”), is an internally managed real estate company that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America. The Company was incorporated in Maryland on September 27, 2013. The Company is the sole member of the general partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013. As of March 31, 2016, the Company owned a portfolio of  255  farms, as well as 13  grain storage facilities, which are consolidated in these financial statements. All of the Company’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of March 31, 2016, the Company owned a 40.4%  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 (“OP units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Preferred units”)). 

 

The Company and the Operating Partnership commenced operations upon completion of the underwritten initial public offering of shares of the Company’s common stock (the “IPO”) on April 16, 2014 (see “Note 9—Stockholders’ Equity and Non-controlling Interests”). Concurrently with the completion of the IPO, the Company’s predecessor, FP Land LLC, a Delaware limited liability company (“FP Land”), merged with and into the Operating Partnership, with the Operating Partnership surviving (the “FP Land Merger”). As a result of the FP Land Merger, the Operating Partnership succeeded to the business and operations of FP Land, including FP Land’s  100%  fee simple interest in a portfolio of  38  farms and  three  grain storage facilities (the “Contributed Properties”). 

 

The Company elected  to be taxed as a real estate investment trust, (“REIT”), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, (the “Code”), commencing with its short taxable year ended December 31, 2014.

 

On March 16, 2015, the Company formed FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), as a taxable REIT subsidiary.  The TRS was formed to provide volume purchasing services to the Company’s tenants and also to operate a small scale custom farming business on  641  acres of farmland owned by the Company and located in Nebraska.

 

Principles of Combination and Consolidation

 

The accompanying combined consolidated financial statements for the periods ended March 31, 2016 and 2015 are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and the Operating Partnership. All significant intercompany balances and transactions have been eliminated in consolidation.

 

The Company’s financial condition as of March 31, 2016 and December 31, 2015 and the results of operations for the three months ended March 31, 2016 and 2015, reflect the financial condition and results of operations of the Company. 

 

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Interim Financial Information

 

The information in the Company’s combined consolidated financial statements for the three months ended March 31, 2016 and 2015 is unaudited.  All significant intercompany balances and transactions have been eliminated in consolidation.  The accompanying financial statements for the three months ended March 31, 2016 and 2015 include adjustments based on management’s estimates (consisting of normal and recurring accruals), which the Company considers necessary for a fair presentation of the results for the periods.  The financial information should be read in conjunction with the combined consolidated financial statements for the year ended December 31, 2015, 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 15, 2016.  Operating results for the three months ended March 31, 2016 are not necessarily indicative of actual operating results for the entire year ending December 31, 2016.

 

The combined consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC for interim financial statements.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

 

Use of Estimates

 

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

 

Real Estate Acquisitions

 

The Company accounts for all acquisitions in accordance with the business combinations standard. When the Company acquires farmland that was previously operated as a rental property, the Company evaluates whether a lease is in place or a crop is being produced at the time of closing of the acquisition. If a lease is in place or a crop is being produced, the Company accounts for the transaction as a business combination and charges the costs associated with the acquisition to acquisition and due diligence costs on the statement of operations, as incurred. Otherwise, acquisitions with no lease in place or crops being produced at the time of acquisition are accounted for as an asset acquisition with the transaction costs incurred capitalized to the assets acquired. When the Company acquires farmland in a sale-lease back transaction, the Company accounts for the transaction as an asset 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 of acquired real estate by valuing the land as if it were unimproved. The Company values improvements, including permanent plantings and grain facilities, at replacement cost as new, 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

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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 combined consolidated balance sheets, is amortized as an increase to rental income on a straight-line basis over the remaining non-cancelable terms of the respective leases, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases. As of March 31, 2016, all below market leases had been fully amortized, with amortization totaling $43,085 recorded in the three months ended March 31, 2016. There were  no   below market leases or related amortization recorded during the three months ended March 31, 2015, and  no  above market leases at March 31, 2016 and March 31, 2015.

 

As of March 31, 2016 and December 31, 2015, the Company did not have any in-place lease or tenant relationship intangibles. 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 will be included as an intangible asset and will be amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including (i) above and below market leases, (ii) in-place lease values, and (iii) tenant relationships, would be recorded to revenue or expense as appropriate.

 

The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition in accordance with GAAP.  If the asset acquisition is abandoned, the capitalized asset acquisition costs will be expensed to acquisition and due diligence costs in the period of abandonment in which the acquisition is abandoned.

 

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 OP units issued multiplied by the stock price on the date of closing in the case of common stock and OP units and by liquidation preference in the case of preferred units.

 

Using information available at the time of acquisition, 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

 

The Company’s real estate consists of land, groundwater and improvements made to the land consisting of permanent plantings, grain facilities, irrigation improvements, drainage improvements and other improvements. The Company records real estate at cost and capitalizes improvements and replacements when they extend the useful life or improve the efficiency of the asset. Construction in progress includes the costs to build new grain storage facilities and install new pivots and wells on newly acquired farms. The Company begins depreciating assets when the asset is ready for its intended use.

 

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The Company expenses costs of repairs and maintenance as such costs are incurred. The Company computes depreciation and depletion for assets classified as improvements using the straight-line method over their estimated useful lives as follows:

 

		Years
Grain facilities		10	-	50
Irrigation improvements		2	-	40
Drainage improvements		23	-	65
Groundwater		3	-	50
Permanent plantings		13	-	23
Other		5	-	40

 

 

The Company periodically evaluates the estimated useful lives for groundwater based on current state water regulations and depletion levels of the aquifers.

 

When a sale occurs, the Company recognizes the associated gain when all consideration has been transferred, the sale has closed and there is no material continuing involvement. If a sale is expected to generate a loss, the Company first assesses it through the impairment evaluation process—see “Impairment of Real Estate Assets” below.

 

Impairment of Real Estate Assets

 

The Company evaluates its tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property’s operating performance, deteriorating market conditions or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, the Company projects the total undiscounted cash flows of the asset, including proceeds from disposition, and compares them to the net book value of the asset. If this evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset. There have been no impairments recognized on real estate assets in the accompanying financial statements.

 

Cash

 

The Company’s cash at March 31, 2016 and December 31, 2015 was held in the custody of  two  financial institutions. The Company’s balance at any given financial institution may at times exceed federally insurable limits. The Company monitors balances with individual financial institutions to mitigate risks relating to balances exceeding such limits.

 

Debt Issuance Costs

 

Costs incurred by the Company or its predecessor in obtaining debt are deducted from the face amount of mortgage notes and bonds payable.  During the three months ended March 31, 2016, $ 669,161 ,   in costs were incurred in conjunction with   the MetLife Term Loans and the MSD Bridge Loan (as defined below) (see “Note 7—Mortgage Notes and Bonds Payable”). During the three months ended March 31, 2016, the Company paid 4% of the principal amount of the MSD Bridge Loan, or $2,120,000 as additional interest in the form of a discount on issuance.   During the three months ended March 31, 2015, $103,215   in costs were incurred in conjunction with the issuance of   two   bonds under the Farmer Mac Facility (See “Note 7—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. The Company recorded amortization expense of   $223,211   and   $47,964   for the three months ended March 31, 2016 and 2015, respectively.  The Company wrote off   $6,209 and $12,300   in deferred financing fees in conjunction with early repayment of debt during the three months ended March 31, 2016 and 2015, respectively.  Accumulated amortization of deferred financing fees was   $539,694   and   $310,274   as of March 31, 2016 and December 31, 2015, respectively.

 

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Notes and Interest Receivable

 

Notes receivable are stated at their unpaid principal balance and include unamortized direct origination costs, prepaid interest and accrued interest through the reporting date, less any allowance for losses and unearned borrower paid points. 

 

Management determines the appropriate classification of debt securities at the time of issuance and reevaluates such designation as of each statement of financial position date. As of March 31, 2016, the Company had  two  outstanding notes under the FPI Loan Program (as defined below) (see “Note 6—Notes Receivable”) and have designated each of the notes receivable as held-to-maturity based on the Company’s intent and ability to hold the security until maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the straight-line method, which approximates the effective interest method. Such amortization, including interest, is included in other revenue within the Company’s combined consolidated statements of operations. See “Note 6—Notes Receivable.”

 

Allowance for Note and Interest Receivable

 

A note is placed on non-accrual status when management determines, after considering economic and business conditions and collection efforts, that the note is impaired or collection of interest is doubtful. The accrual of interest on the instrument ceases when there is concern that principal or interest due according to the note agreement will not be collected. Any payment received on such non-accrual notes are recorded as interest income when the payment is received. The note is reclassified as accrual-basis once interest and principal payments become current. The Company periodically reviews the value of the underlying collateral of farm real estate for the note receivable and evaluates whether the value of the collateral continues to provide adequate security for the note. Should the value of the underlying collateral become less than the outstanding principal and interest, the Company will determine whether an allowance is necessary. Any uncollectible interest previously accrued is also charged off.  As of March 31, 2016,   the Company believes the value of the underlying collateral for each of the notes to be sufficient and in excess of the respective outstanding principal and accrued interest.     There were   no   notes receivable that were past due at March 31, 2016 and December 31, 2015.  

 

Deferred Offering Costs

 

Deferred offering costs include incremental direct costs incurred by the Company in conjunction with proposed or actual offerings of securities. At the completion of the 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   and   $30,360   in offering costs during the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 and December 31, 2015, the Company had   $267,253 in deferred offering costs related to regulatory, legal, accounting and professional service costs associated with proposed or actual offerings of securities.

 

Accounts Receivable

 

Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions and is maintained at a level believed adequate by management to absorb estimated bad debts based on historical experience and current economic conditions. The provision is charged against revenue if the provision is established in the same period as the receivable and corresponding revenue was recognized.  If the receivable and corresponding revenue was recorded in a prior period the provision is charged against operating expenses.  The allowance for doubtful accounts was $78,186   as of March 31, 2016 and December 31, 2015.

 

Inventory

 

The costs of growing crops are accumulated until the time of harvest at the lower of cost or market value and are included in inventory in the combined 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. Growing crop consists primarily of land preparation, cultivation, irrigation

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and fertilization costs incurred by FPI Agribusiness. Growing crop inventory is charged to cost of products sold when the related crop is harvested and sold. During the quarter ended March 31, 2016, cost of harvested crop sold totaled $88,899 and is included in other operating expenses on the statement of operations.  There was no cost of harvested crops sold for the quarter ended March 31, 2015.

 

Harvested crop inventory includes costs accumulated during both the growing and harvesting phases.  Growing crop inventory includes costs accumulated during the current crop year for crops which have not been harvested.   Both harvested and growing crop are stated at the lower of cost 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.  

 

Other inventory, such as fertilizer and pesticides, is valued at the lower of cost or market.

 

Inventory consisted of the following:

 

(in thousands)
		March 31, 2016			December 31, 2015
Harvested crop		$	159		$	243
Growing crop			23			—
Fertilizer and pesticides			43			6
		$	225		$	249

 

Revenue Recognition

 

Rental income includes rents that each tenant pays in accordance with the terms of its lease. Minimum rents pursuant to leases are recognized as revenue on a straight-line basis over the lease term, including renewal options in the case of bargain renewal options. Deferred revenue includes the cumulative difference between the rental revenue recorded on a straight-line basis and the cash rent received from tenants in accordance with the lease terms. Acquired below market leases are included in deferred revenue on the accompanying combined consolidated balance sheets, which are amortized into rental income over the life of the respective leases, plus the terms of the below market renewal options, if any.

 

Leases in place as of March 31, 2016 had terms ranging from   one   to   five   years.  As of March 31, 2016, the Company had   17   leases with renewal options and   five   leases with rent escalations. The majority of the Company’s leases provide for a fixed annual or semi-annual cash rent payment. Tenant leases on acquired farms generally require the tenant to pay the Company rent for the entire initial year regardless of the date of acquisition, if the acquisition is closed prior to, or shortly after, planting of crops. If the acquisition is closed later in the year, the Company typically receives a partial rent payment or no rent payment at all at the time the acquisition is completed.

 

Certain of the Company’s leases provide for a rent payment determined as a percentage of the gross farm proceeds, a percentage of harvested crops, or a fixed crop quantity at a fixed price. As of March 31, 2016, a majority of such leases provided for a rent payment determined as a percentage of the gross farm proceeds. Revenue under leases providing for a payment equal to a percentage of the harvested crop or a percentage of the gross farm proceeds are recorded at the guaranteed crop insurance minimums and recognized ratably over the lease term during the crop year. Upon notification from the grain facility that grain has been delivered or when the tenant has notified the Company of the total amount of gross farm proceeds, the excess amount to be received over the guaranteed insurance minimums is recorded as revenue.

 

Certain of the Company’s leases provide for minimum cash rent plus a bonus based on gross farm proceeds. Revenue under this type of lease is recognized on a straight-line basis over the lease term based on the minimum cash rent. Bonus rent is recognized upon notification from the tenant of the gross farm proceeds for the year.

 

Tenant reimbursements include reimbursements for real estate taxes that each tenant pays in accordance with the terms of its lease. When leases require that the tenant reimburse the Company for property taxes paid by the Company, the reimbursement is reflected as tenant reimbursement revenue on the statements of operations, as earned, and the related

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property tax as property operating expense, as incurred. When a lease requires that the tenant pay the taxing authority directly, the Company does not incur this cost.  If and when it becomes probable that a tenant will not be able to bear the property-related costs, the Company will accrue the estimated expense.

 

The Company records revenue from the sale of harvested crops when the harvested crop has been delivered to a grain facility and title has transferred.  Revenues from the sale of harvested crops totaling $149,283 were recognized during the three month ended March 31, 2016, with no revenues recognized in 2015’s comparable period.   Harvested crops delivered under marketing contracts are recorded using the fixed price of the marketing contract at the time of delivery to a grain facility. Harvested crops delivered without a marketing contract are recorded using the market price at the date the harvested crop is delivered to the grain facility and title has transferred.

 

        The Company recognizes interest income on notes receivable on an accrual basis over the life of the note. Direct origination costs are netted against loan origination fees and are amortized over the life of the note using the straight-line method, which approximates the effective interest method, as an adjustment to interest income which is included in operating revenues as a component of other revenue in the Company’s Combined Consolidated Statements of Operations.

 

Income Taxes

 

As a REIT, the Company is permitted to deduct dividends, for income tax purposes, paid to its stockholders, thereby eliminating the U.S. federal taxation of income represented by such distributions at the Company level, provided certain requirements are met. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.  The Company incurred no income tax expense   for the three months ended March 31, 2016 and 2015.

 

The Operating Partnership leases certain of its farms to the TRS, which is subject to federal and state income taxes. The TRS accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis of assets and liabilities and their respective income tax basis and for operating loss, capital loss and tax credit carryforwards based on enacted income tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized after consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. There was   no   taxable income from the TRS for the three months ended March 31, 2016 and 2015, and at March 31, 2016 and December 31, 2015, the Company did not have any deferred tax assets or liabilities.

 

The Company performs quarterly reviews for any uncertain tax positions and, if necessary, will record future tax consequences of uncertain tax positions in the financial statements.  An uncertain tax position is defined as a position taken or expected to be taken in a tax return that is not more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods.  At March 31, 2016 and December 31, 2015, the Company did not identify any uncertain tax positions.

 

When the Company acquires a property in a business combination, the Company evaluates such acquisition for any related deferred tax assets or liabilities and determines if a deferred tax asset or liability should be recorded in conjunction with the purchase price allocation. If a built-in gain is acquired, the Company evaluates the required holding period (generally   5   -   10   years) and determines if it has the ability and intent to hold the underlying assets for the necessary holding period. If the Company has the ability to hold the underlying assets for the required holding period, no   deferred tax liability is recorded with respect to the built-in gain.

 

Derivatives and Hedge Accounting

 

The Company enters into marketing contracts to sell commodities. Derivatives and hedge accounting guidance requires a company to evaluate these contracts to determine whether the contracts are derivatives. Certain contracts that meet the definition of a derivative may be exempt from derivative accounting if designated as normal purchases or normal

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sales. The Company evaluates all contracts at inception to determine if they are derivatives and if they meet the normal purchases and normal sales designation requirements. All contracts entered into during the three months ended March 31, 2016 and the year ended December 31, 2015 met the criteria to be exempt from derivative accounting and have been designated as normal purchase and sales exceptions for hedge accounting.

 

Segment Reporting

 

The Company’s chief operating decision maker does not evaluate performance on a farm-specific or transactional basis and does not distinguish the Company’s principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP.

 

Earnings Per Share

 

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the weighted average number of unvested restricted shares (“participating securities” as defined in   “Note 9—Stockholders’ Equity and Non-controlling Interests”).  Diluted earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, plus other potentially dilutive securities such as stock grants or shares that would be issued in the event that OP units or Preferred units are redeemed for shares of common stock of the Company.  No adjustment is made for shares that are anti-dilutive during a period.

 

Non-controlling Interests

 

The Company’s non-controlling interests represent interests in the Operating Partnership not owned by the Company. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The Company classifies non-controlling interests that are contingently redeemable solely for cash (unless stockholder approval is obtained to redeem for shares of common stock)   one   year after issuance or deemed probable to eventually become redeemable and which have redemption features outside of its control, as redeemable non-controlling interests in the mezzanine section of the combined consolidated balance sheets. For the non-controlling interests represented by OP units, the Company has elected to accrete the change in redemption value subsequent to issuance and during the respective 12-month holding period, after which point the OP units will be marked to redemption value at the end of each reporting period.   The redeemable non-controlling interests represented by Preferred units are carried at their liquidation preference plus accrued and unpaid cumulative dividends. The Preferred units, after the 10 th anniversary of the initial issuance, are redeemable and convertible without action or approval of the General Partner or the Partnership. The majority of the Company’s non-controlling interests, which are redeemable for cash or shares of the Company’s common stock at the Company’s option, are reported in the equity section of the Company’s combined consolidated balance sheets. The amounts reported for non-controlling interests on the Company’s combined consolidated statements of operations represent the portion of income or losses not attributable to the Company.

 

Stock Based Compensation

 

  From time to time, the Company may award restricted shares of its common stock under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”) as compensation to officers, employees, non-employee directors and non-employee consultants (see “Note 9—Stockholders’ Equity and Non-controlling Interests”).  The shares of restricted stock issued to officers, employees and non-employee directors vest over a period of time as determined by the Company’s board of directors at the date of grant. Compensation expense is recognized on a straight-line basis over the requisite service period based upon the fair market value of the shares on the date of grant, as adjusted for forfeitures.  The Company recognizes expense related to nonvested shares granted to non-employee consultants over the period that services are performed.  The change in fair value of the shares to be issued upon vesting is remeasured at the end of each reporting period and is recorded in general and administrative expenses on the combined consolidated statements of operations.  As a result of changes in the fair value of the nonvested shares, the Company recorded a decrease in stock based compensation of   $1 1,792  for the three months ended March 31, 2016 and a   $34,343  increase for the three months ended March 31, 2015.

 

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New or Revised Accounting Standards

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2014-09   Revenue from Contracts with Customers (Topic 606)   (“ASU 2014-09”)   . ASU 2014-09 completes the joint effort by the FASB and International Accounting Standards Board (IASB) to improve financial reporting by creating common revenue recognition guidance for GAAP and International Financial Reporting Standards (IFRS). In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. These ASUs apply to all companies that enter into contracts with customers to transfer goods or services. These ASUs are effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply these ASUs either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. The Company is currently evaluating the requirements of these standards and has not yet determined the impact on the Company’s consolidated financial statements.

 

In February 2015, the FASB issued ASU No. 2015-02,   Consolidation (Topic 810): Amendments to the Consolidation Analysis   (“ASU 2015-02”),   which amends or supersedes the scope and consolidation guidance under existing GAAP. The new standard changes the way a reporting entity evaluates whether (a) limited partnerships and similar entities should be consolidated, (b) fees paid to decision makers or service providers are variable interests in a variable interest entity (“VIE”), and (c) variable interests in a VIE held by related parties require the reporting entity to consolidate the VIE. ASU 2015-02 also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. ASU 2015-02 is effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted.   On January 1, 2016, the Company adopted ASU 2015-02.  The guidance does not amend the existing disclosure requirements for variable interest entities (“VIEs”) or voting interest model entities.  The guidance, however, modified the requirements to qualify under the voting interest model. Under the revised guidance, the Operating Partnership will be a variable interest entity of the Parent Company. As the Operating Partnership is already consolidated in the balance sheets of the Parent Company, the identification of this entity as a variable interest entity has no impact on the consolidated financial  

 

In April 2015, the FASB issued ASU No. 2015-03,  Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) . ASU 2015-03 requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge asset. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, but early adoption is permitted.   The Company   elected to early adopt the provisions of ASU 2015-03. The Company had unamortized deferred financing fees of   $820,711 and $380,970   as of March 31, 2016 and December 31, 2015, respectively. These costs have been classified as a reduction of mortgage notes and bonds payable, net. All periods presented have been retroactively adjusted.

 

In July 2015, the FASB issued ASU No. 2015-11,   Inventory (Topic 330) . The amendments require that an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated sales price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not expect the adoption of this guidance to have any impact on its financial position, results of operations or cash flows.

 

In August 2015, the FASB issued ASU No. 2015-15 , Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (“ASU 2015-15”) , which clarified that the SEC would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement. ASU 2015-15 is effective for annual periods beginning after

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December 15, 2015, but early adoption is permitted. The Company adopted ASU 2015-15 in the quarterly period ended March 31, 2016.  The Company did not have any debt issuance costs related to a line-of-credit arrangement as of March 31, 2016 and December 31, 2015 and thus, the adoption of ASU 2015-15 did not have an effect on the Company’s combined consolidated financial statement or financial covenants.

 

In September   2015, the FASB issued ASU No. 2015-16 ,   Simplifying the Accounting for Measurement-Period Adjustment (“ASU 2015-16”)   pertaining to entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Any adjustments should be calculated as if the accounting had been completed at the acquisition date.  ASU 2015-16 is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted.    The Company adopted the guidance effective for the quarterly period ended December 31, 2015.  In the fourth quarter of 2015 the Company had   two   purchase price allocation adjustments which resulted in a   $42,578   decrease in land and a corresponding increase in other assets in addition to a   $688   decrease in depreciation expense and accumulated depreciation.  The Company has several business combinations which are still within the measurement period and could result in future adjustments.

 

In February 2016, the FASB issued ASU No. 2016-02 ,   Leases (Topic 842) (“ASU 2016-02”)   which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors).  The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.  This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively.  A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases.  ASU 2016-02 is expected to impact the Company’s consolidated financial statements as the Company has an operating lease arrangement for which it is the lessee. Topic 842 supersedes the previous leases standard, Topic 840 Leases.  The standard is effective on January 1, 2019, with early adoption permitted.  The Company is in the process of evaluating the impact of this new guidance.

 

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting   (“ASU 2016-09”) . ASU 2016-09 simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the requirements of ASU 2016-09 and has not yet determined its impact on the Company’s combined consolidated financial statements.

 

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Note 2—Revenue Recognition

 

For the majority of its leases the Company   receives at least   50%   of the annual lease payment from tenants either during the first quarter of the year or at the time of acquisition of the related farm, with the remainder of the lease payment due in the second half of the year. As such, the rental income received is recorded on a straight-line basis over the lease term.   The lease term generally includes periods when a tenant: (1) may not terminate its lease obligation early; (2) may terminate its lease obligation early in exchange for a fee or penalty that the Company considers material enough such that termination would not be probable; (3) possesses renewal rights and the tenant’s failure to exercise such rights imposes a penalty on the tenant material enough such that renewal appears reasonably assured; or (4) possesses bargain renewal options for such periods.    Payments received in advance are included in deferred revenue until they are earned. As of March 31, 2016 and December 31, 2015, the Company had   $1 2,044,816 and   $4,853,837, respectively,   in deferred revenue. There were no unamortized below market leases at March 31, 2016 and   $43,085  in below market leases included in deferred revenue at December 31, 2015.

 

The following sets forth a summary of the cash rent received during the three months ended March 31, 2016 and 2015 and the rental income recognized for the three months ended March 31, 2016 and 2015:

 

		Cash rent received						Rental income recognized
		For the three months ended						For the three months ended
		March 31,						March 31,
(in thousands)		2016			2015			2016			2015
Leases in effect at the beginning of the year		$	7,379		$	5,159		$	3,582		$	1,737
Leases entered into during the year			3,413			1,367			835			293
		$	10,792		$	6,526		$	4,417		$	2,030

 

Future minimum lease payments from tenants under all non-cancelable leases in place as of March 31, 2016, including lease advances, when contractually due, but excluding tenant reimbursement of expenses for the remainder of 2016 and each of the next four years as of March 31, 2016 are as follows:

 

(in thousands)		Future rental
Year Ending December 31,		payments
Remaining nine months of 2016		$	10,885
2017			15,857
2018			11,635
2019			2,928
2020			509
		$	41,814

 

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.

 

 

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Note 3—Concentration Risk

 

Credit Risk

 

      For the three months ended March 31, 2016 and 2015 the Company had certain tenant concentrations as presented in the table below.  Astoria Farms and Hough Farms were considered related parties for the three months ended March 31, 2015 (see ‘‘Note 4—Related Party Transactions’’).  If a significant tenant, representing a tenant concentration, fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be re-leased on satisfactory terms, there could be a material adverse effect on the Company’s financial performance and the Company’s ability to continue operations.  Rental income received is recorded on a straight-line basis over the applicable lease term.  The following is a summary of the Company’s significant tenants:

 

(in thousands)		Rental income recognized											Cash rent received
		For the three months ended											For the three months ended
		March 31,											March 31,
		2016					2015						2016					2015
Astoria Farms		$	126		2.9	%	$	547		26.9	%		$	—		-	%	$	2,188		33.5	%
Hough Farms			492		11.1	%		123		6.1	%			—		-	%		529		8.1	%
Justice Family Farms  (1)			1,398		31.6	%		—		—				4,297		39.8	%		—		-	%
Hudye Farms tenant A			202		4.6	%		202		9.9	%			—		-	%		678		10.4	%
		$	2,218		50.2	%	$	872		42.9	%		$	4,297		39.8	%	$	3,395		52.0	%

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Geographic Risk

 

The following table summarizes the percentage of approximate total acres owned as of March 31, 2016 and 2015 and rental income recorded by the Company for the three months ended March 31, 2016 and 2015 by location of the farms:

 

		Approximate % of total acres					Rental Income
		As of March 31,					For the three months ended March 31,
Location of Farm		2016		2015			2016		2015
Illinois		26.4	%	11.6	%		21.7	%	27.8	%
Colorado		19.0	%	39.3	%		14.8	%	25.6	%
Other		15.7	%	5.4	%		6.0	%	5.7	%
North Carolina		10.4	%	—	%		27.4	%	—	%
Arkansas		9.7	%	16.4	%		7.1	%	9.2	%
South Carolina		9.3	%	14.8	%		12.5	%	18.8	%
Nebraska		5.5	%	6.8	%		8.1	%	7.2	%
Mississippi		4.0	%	5.7	%		2.4	%	5.7	%
		100.0	%	100.0	%		100.0	%	100.0	%

 

 

Note 4—Related Party Transactions

 

As of March 31, 2016   and 2015,   6%   and   16% , respectively, of the acres in the Company’s farm portfolio were   rented to and operated by Astoria Farms or Hough Farms, both of which were   related parties prior to December 31, 2015.    Astoria Farms is a partnership in which Pittman Hough Farms LLC (“Pittman Hough Farms”), which   was previously  75%   owned by Mr. Pittman, had a 33.34%   interest. The balance of Astoria Farms   was   held by limited partnerships in which Mr. Pittman  previously was   the general partner. Hough Farms is a partnership in which Pittman Hough   Farms previously had   a   25%   interest.   Effective as of December 31, 2015, Mr. Pittman neither owns any direct or indirect interest in, nor has control of, either Astoria Farms or Hough Farms.   The aggregate rent recognized by the Company for these entities for the three months ended March 31, 2016, and 2015 was   $617,959 and  $670,429 , respectively.

  

American Agriculture Corporation (‘‘American Agriculture’’) is a Colorado corporation that   was previously  75%   owned by Mr. Pittman and   25%   owned by Jesse J. Hough, who provides consulting services to the Company.    Effective as of December 31, 2015, Mr. Pittman does not own any interest in American Agriculture and American Agriculture is no longer a related party.  

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The Company reimbursed American Agriculture $0 and   $16,816   for general and administrative expenses during the three months ended March 31, 2016   and 2015, respectively, which are included in general and administrative expenses in the combined consolidated statements of operations.

 

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 for business purposes.  American Ag Aviation is a Colorado limited liability company that is owned   100%   by Mr. Pittman.  During the three months ended March 31, 2016, the Company incurred costs of   $47,053   which were reimbursable 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, as follows:   (i) general and administrative -   expensed as general and administrative expenses within the Company’s combined consolidated statements of operations; (ii) land acquisition (accounted for as an asset acquisition) -   allocated to the acquired real estate assets within the Company’s combined consolidated balance sheets;   and (iii) land acquisition (accounted   for as a business combination) -   expensed as acquisition and due diligence costs within the Company’s combined consolidated statements of operations.

 

On April 1, 2015, the TRS and Hough Farms entered into a custom farming arrangement, pursuant to which Hough Farms   performs   custom farming on   641   acres owned by the Company located in Nebraska and Illinois.  During the three months ended March 31, 2016, the Company incurred   $ 1,250   in custom farming costs, which are included in inventory in the combined consolidated balance sheets.  As of March 31, 2016 and December 31, 2015, the Company owed Hough Farms   $0 and $11,946 , respectively   for fungicide application related costs, which are included in accrued expenses in the combined consolidated balance sheet.

 

Note 5—Real Estate

 

As of March 31, 2016, the Company owned 25 5 separate farms, as well as 13 grain storage facilities.

 

During the three months ended March 31, 2016, the Company acquired the following farms:

 

(in thousands except acre)						Total
				Date		approximate		Purchase			Acquisition
Acquisition / Farm		State		acquired		acres		price			costs			Type of acquisition
Knowles		Georgia		1/12/2016		608		$	1,202		$	2		Asset Acquisition
Borden		Michigan		1/21/2016		265			1,630			—		Business Combination
Reinart Farm		Texas		1/27/2016		2,056			6,117			1		Asset Acquisition
Chenoweth		Illinois		2/26/2016		40			371			—		Asset Acquisition
Forsythe Farms (1)		Illinois		3/2/2016		22,128			197,145			1,321		Asset Acquisition
Knight		Georgia		3/11/2016		208			624			3		Asset Acquisition
Gurga		Illinois		3/24/2016		80			667			—		Asset Acquisition
Condrey		Louisiana		3/31/2016		7,400			31,764			14		Asset Acquisition
						32,785		$	239,520		$	1,341

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During the three months ended March 31, 2015, the Company acquired the following farms:

 

(in thousands except acres)						Total
				Date		approximate		Purchase			Acquisition
Acquisition / Farm		State		acquired		acres		price			costs			Type of acquisition
Swarek		Mississippi		1/14/2015		850		$	3,512		$	6		Asset acquisition
Stonington Bass		Colorado		2/18/2015		997			2,080			1		Business combination
Benda Butler		Nebraska		2/24/2015		73			606			1		Asset acquisition
Benda Polk		Nebraska		2/24/2015		123			861			2		Asset acquisition
Timmerman (1)		Colorado		3/13/2015		315			2,026			0		Asset acquisition
Cypress Bay		South Carolina		3/13/2015		502			2,303			4		Asset acquisition
						2,860		$	11,388		$	14

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The preliminary allocation of purchase price for the farms acquired during the three months ended March 31, 2016 are as follows:

 

(in thousands)		Land			Groundwater			Irrigation improvements			Permanent plantings & other			Timber			Accrued property taxes			Total
Borden		$	779		$	—		$	63		$	788		$	—		$	—		$	1,630
Knowles			795			—			65			—			342			—			1,202
Reinart Farm			4,188			1,434			495			—			—			—			6,117
Chenoweth			371			—			—			—			—			—			371
Forsythe Farms			195,590			—			1,277			357			—			(79)			197,145
Knight			482			—			142			—			—			—			624
Gurga			668			—			—			—			—			(1)			667
Condrey			30,584			—			557			623			—			—			31,764
		$	233,457		$	1,434		$	2,599		$	1,768		$	342		$	(80)		$	239,520

 

The allocation of the purchase price for the farms acquired during the three months ended March 31, 2016 is preliminary and may change during the measurement period if the Company obtains new information regarding the assets acquired or liabilities assumed at the acquisition date.

 

The allocation of purchase price for the farms acquired during the three months ended March 31, 2015 are as follows:

 

(in thousands)		Land			Groundwater			Irrigation improvements			Permanent plantings & other			Timber			Accrued property taxes			Total
Swarek		$	3,471		$	—		$	41		$	—		$	—		$	—		$	3,512
Stonington Bass			1,995			—			80			5			—			—			2,080
Benda Butler			607			—			—			—			—			(1)			606
Benda Polk			862			—			—			—			—			(1)			861
Timmerman			1,365			626			37			—			—			(2)			2,026
Cypress Bay			1,959			—			276			68			—			—			2,303
		$	10,259		$	626		$	434		$	73		$	—		$	(4)		$	11,388

 

The   Company has included the results of operations for the acquired real estate in the combined consolidated statements of operations from the dates of acquisition. The real estate acquired in business combinations during the three months ended March 31, 2016 contributed   $27,519   to total revenue and   $ 8,405   to net loss (including related real estate acquisition costs of   $260 ) for the three months ended March 31, 2016.  The real estate acquired during the three months ended March 31, 2015 contributed   $0   to total revenue and   $2,471   to net loss (including related real estate acquisition costs of   $1,277 ) for the three months ended March 31, 2015.