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Farmland Partners Inc. Reports Results for the Quarter Ended September 30, 2016

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Announces Third Quarter Revenue of $6.9 Million - a 67% Period-Over-Period Increase

DENVER, Nov. 2, 2016 /PRNewswire/ -- Farmland Partners Inc. (NYSE: FPI) (the "Company") today reported financial results for the quarter ended September 30, 2016.

Third Quarter Highlights

  • On September 12, 2016, announced the entry into a definitive agreement and plan of merger with American Farmland Company (NYSE MKT: AFCO) ("AFCO") pursuant to which, among other things, AFCO will merge with and into the Company in a stock-for-stock transaction (the "AFCO Merger")
  • Reported total operating revenues of $6.9 million for the quarter ended September 30, 2016, a 67% increase over the same period last year
  • Completed acquisitions of 3,444 acres of farmland for an aggregate purchase price of approximately $17.7 million
  • Sold 147,600 shares of common stock under the Company's "at-the-market" offering program at a volume weighted average price per share of $11.22 and generated net proceeds of approximately $1.7 million
  • Declared a dividend of $0.1275 per share ($0.51 annualized) for the third quarter of 2016 – a 4.94% distribution rate based on the Company's closing stock price on Tuesday, November 1, 2016

Merger with American Farmland Company

Upon completion of the AFCO Merger, the combined company will be the largest public farmland REIT in the United States, spanning more than 133,000 acres across 16 states with over 25 major crop types along both coasts, the Midwest, the Plains and the Delta. On a consolidated basis, the combined company's portfolio will consist of approximately 75% row crop farmland and 25% specialty crop farmland by value. The combined company is expected to have a fully diluted market capitalization of greater than $400 million, excluding preferred equity, and over $850 million of prime United States farmland assets.

Both companies' boards of directors approved the transaction and recommended the transaction for approval by their respective stockholders. The parties currently expect the transaction to close during the early part of the first quarter of 2017, subject to customary closing conditions including the approval of the stockholders of both the Company and AFCO.  However, the Company can provide no assurances that the AFCO Merger will close on the expected timeline or at all.

"At the closing of the AFCO transaction, under the planned timeline, we will have acquired over a half of a billion dollars of farmland assets in the prior 12-month period," said Paul A. Pittman, CEO of the Company. "Importantly, we have proved the ability to rapidly scale our business, and we believe that by early 2017 we will have achieved both the size and crop type mix that will allow us to more efficiently run the company and create stockholder value."

Fourth Quarter 2016 Dividend Declaration

The Company also announced that its Board of Directors has approved a quarterly cash dividend of $0.1275 per share to be paid on January 13, 2017 to stockholders of record at close of business on January 2, 2017. The annualized dividend of $0.51 per share represents an annual distribution rate of 4.94% based on the Company's closing stock price on Tuesday, November 1, 2016.

New Indebtedness

On August 31, 2016 the Company entered into a loan agreement (the "Mortgage Note") with Farm Credit of Central Florida, which provides for a loan to the Company of approximately $8.2 million with a maturity date of September 1, 2023.  As of September 30, 2016, approximately $5.1 million had been drawn down under this facility.  Interest on the Mortgage Note is payable in cash quarterly and accrues at a floating rate that will be adjusted monthly to a rate per annum equal to the one-month LIBOR plus 2.6875%. Proceeds from the Mortgage Note are to be used for the acquisition and development of additional farmland.

Acquisition Activity

In the third quarter of 2016, the Company completed acquisitions of six farms in Colorado, Kansas, Florida, Illinois and Georgia totaling 3,444 acres for an aggregate purchase price of $17.7 million.

In Florida, the Company completed the acquisition of a 2,426 acre farm for a total purchase price of $9.5 million with plans to convert the land from its current use as a timber plantation and quail preserve into a row crop farm that will produce forage for a major dairy operation.

In Colorado, the Company completed the acquisition of a 142 acre property for a total purchase price of $5.5 million. Roughly 78 acres of the property consists of flood-irrigated cropland, with the remaining acres dedicated to a feedlot with capacity for up to 8,000 head of cattle that also includes water rights and additional improvements.

During the third quarter of 2016, in addition to the AFCO merger agreement, the Company entered into contracts for the acquisition of two farms totaling 1,217 acres in Arkansas and Illinois for an aggregate purchase price of $4.7 million, including 69,961 units in the Company's operating partnership. The 95 acre Illinois farm closed subsequent to September 30, 2016 for a purchase price of $0.6 million, and the 1,122 acre Arkansas farm is expected to close in the fourth quarter of this year for total consideration of $4.1 million.

Operating Results

The Company owns or has under contract (excluding the properties to be acquired upon completion of the AFCO Merger) 115,336 acres in Arkansas, Colorado, Florida, Georgia, Illinois, Kansas, Louisiana, Michigan, Mississippi, Nebraska, North Carolina, South Carolina, Texas and Virginia, including one farm totaling 1,122 acres under contract.

The Company recorded total operating revenues of $6.9 million and net income of $0.1 million for the three months ended September 30, 2016, as compared to total operating revenues of $4.2 million and net income of $0.9 million for the same period in 2015. The Company recorded basic net loss available to common stockholders of $0.06 per share for the three months ended September 30, 2016, as compared to basic net income available to common stockholders of $0.04 per share for the same period in 2015. Net income and basic net income available to common stockholders on a per share basis decreased period-over-period as a result of increased acquisition and due diligence costs incurred during the three months ended September 30, 2016 in relation to the AFCO Merger. Acquisition and due diligence costs were $1.7 million for the three months ended September 30, 2016, as compared to $0.1 million for the three months ended September 30, 2015. Excluding the acquisition and due diligence costs incurred in connection with the AFCO Merger, net income and basic net income available to common stockholders on a per share basis would have been $1.7 million and $0.05, respectively, for the three months ended September 30, 2016.

The Company recorded total operating revenues of $17.7 million and net loss of $0.5 million for the nine months ended September 30, 2016, as compared to total operating revenues of $9.2 million and net income of $0.8 million for the same period in 2015.  The Company recorded basic net loss available to common stockholders of $0.21 per share for the nine months ended September 30, 2016, as compared to basic net income available to common stockholders of $0.03 per share for the same period in 2015.  Net income and basic net income available to common stockholders on a per share basis decreased period-over-period as a result of increased acquisition and due diligence costs incurred during the nine months ended September 30, 2016 in relation to the AFCO Merger. Acquisition and due diligence costs were $1.8 million for the nine months ended September 30, 2016, as compared to $0.2 million for the nine months ended September 30, 2015. Excluding the acquisition and due diligence costs incurred in connection with the AFCO Merger, net income and basic net loss available to common stockholders on a per share basis would have been $1.1 million and $0.09, respectively, for the nine months ended September 30, 2016.

Adjusted Funds from Operations and Adjusted EBITDA1

Adjusted Funds from Operations ("AFFO") was $1.7 million for the three months ended September 30, 2016, as compared to $1.8 million for the three months ended September 30, 2015, and $4.6 million for the nine months ended September 30, 2016, as compared to $3.9 million for the nine months ended September 30, 2015.  AFFO per diluted weighted average share was $0.09 for the three months ended September 30, 2016 and $0.25 for the nine months ended September 30, 2016.

Adjusted EBITDA was $4.8 million for the three months ended September 30, 2016, as compared to $3.2 million for the three months ended September 30, 2015, and $12.4 million for the nine months ended September 30, 2016, as compared to $7.1 million for the nine months ended September 30, 2015.

See "Non-GAAP Financial Measures" for complete definitions of AFFO and Adjusted EBITDA and the financial tables accompanying this press release for reconciliations of net income to AFFO and Adjusted EBITDA.

Conference Call Information

The Company has scheduled a conference call on Thursday, November 3, 2016 at 11:00 a.m. (Eastern Time) to discuss its financial results for the quarter ended September 30, 2016 and provide a company update.  The conference call can be accessed live over the phone toll-free by dialing (866) 262-6804, or for international callers, by dialing (412) 902-4107.  Participants can reference the Farmland Partners Inc. Third Quarter 2016 Earnings Call. The conference call will also be available via a live listen-only webcast and can be accessed through the Investor Relations section of the Company's website, www.farmlandpartners.com.  A replay of the conference call will be available beginning November 3, 2016 at 1:00 p.m. (Eastern Time) until November 17, 2016 at 11:59 p.m. (Eastern Time), by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International); passcode: 10095702.  A replay of the webcast will also be accessible on the Investor Relations website for a limited time following the event.

About Farmland Partners Inc.

Farmland Partners Inc. is an internally managed real estate company that owns and seeks to acquire high-quality North American farmland and makes loans to farmers secured by farm real estate.  The Company's portfolio is comprised of an aggregate of 115,336 acres (including one farm totaling 1,122 acres under contract) in Arkansas, Colorado, Florida, Georgia, Illinois, Kansas, Louisiana, Michigan, Mississippi, Nebraska, North Carolina, South Carolina, Texas and Virginia.  The Company elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2014.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the federal securities laws, including, without limitation, statements with respect to the pending AFCO Merger and other proposed and pending acquisitions, financing activities, crop yields and prices and 2016 annual rents. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" or similar expressions or their negatives, as well as statements in future tense.  Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements.  Some factors that might cause such a difference include the following: general volatility of the capital markets and the market price of the Company's common stock, changes in the Company's business strategy, availability, terms and deployment of capital, the Company's ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all, availability of qualified personnel, changes in the Company's industry, interest rates or the general economy, adverse developments related to crop yields or crop prices, the degree and nature of the Company's competition, the timing, price or amount of repurchases, if any, under the Company's share repurchase program, the ability to consummate acquisitions under contract and the other factors described in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015, and our other filings with the Securities and Exchange Commission.  Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise..

1 In periods prior to the second quarter of 2016, our calculation of AFFO and Adjusted EBITDA included an adjustment to reflect the difference between the pro rata contractual cash revenue for each crop year spread equally over the quarterly periods of ownership (without regard to the date of acquisition within the quarter) and the rent recognized on a straight-line basis in accordance with GAAP.  In prior earnings releases and filings with the Securities and Exchange Commission (the "SEC"), we referred to this adjustment as "crop-year adjusted revenue."  For the three and nine months ended September 30, 2015, the crop-year revenue adjustment was $0.3 million and $1.5 million, respectively, and for the nine months ended September 30, 2016, the crop-year revenue adjustment was $1.0 million, which relates solely to the three months ended March 31, 2016.  In accordance with recently released guidance from the SEC regarding the presentation of non-GAAP financial measures, we will no longer include the crop-year revenue adjustment in our calculation of AFFO and Adjusted EBITDA for periods subsequent to March 31, 2016.  As a result of the change in our presentation of AFFO and Adjusted EBITDA, the reported amounts of AFFO and Adjusted EBITDA for the three and nine months ended September 30, 2016 and subsequent periods will not be directly comparable to the reported amounts in prior periods in which we adjusted for crop-year adjusted revenue.

 

Farmland Partners Inc.

Combined Consolidated Balance Sheets

As of September 30, 2016 and December 31, 2015

(Unaudited)








(in thousands)


September 30, 


December 31, 



2016


2015

ASSETS







Land, at cost


$

546,794


$

290,828

Grain facilities



6,244



4,830

Groundwater



11,933



6,333

Irrigation improvements



15,839



11,909

Drainage improvements



4,778



1,641

Permanent plantings



1,846



1,168

Other



2,874



913

Construction in progress



863



286

Real estate, at cost



591,171



317,908

Less accumulated depreciation



(2,773)



(1,671)

Total real estate, net



588,398



316,237

Deposits



196



765

Cash



17,189



23,514

Notes and interest receivable, net



2,870



2,812

Deferred offering costs



250



267

Accounts receivable, net



2,131



703

Inventory



378



249

Other



1,053



407

TOTAL ASSETS


$

612,465


$

344,954








LIABILITIES AND EQUITY







LIABILITIES







Mortgage notes and bonds payable, net


$

302,393


$

187,074

Dividends payable



2,515



2,060

Accrued interest



1,626



681

Accrued property taxes



962



764

Deferred revenue



5,720



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