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Section 1: 8-K (8-K)

 

 

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): August 8, 2018

 

FARMLAND PARTNERS INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-36405

 

46-3769850

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

4600 S. Syracuse Street, Suite 1450

 

 

Denver, Colorado

 

80237

(Address of principal executive offices)

 

(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:

 

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

 

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

 

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

 

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

 

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 x

 

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. x

 

 

 



 

Item 2.02.                                        Results of Operations and Financial Condition.

 

On August 8, 2018, Farmland Partners Inc. (the “Company”) issued a press release announcing its financial position as of June 30, 2018, results of operations for the three and six months ended June 30, 2018 and other related information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company intends to make certain supplemental information concerning the Company’s financial results and operations for the three and six months ended June 30, 2018 available on its website www.farmlandpartners.com under the section “Investor Relations — Presentations” prior to the Company’s conference call with investors on Thursday, August 9, 2018 at 10:00 a.m. (Eastern Time).

 

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

 

Item 9.01.                                        Financial Statements and Exhibits.

 

Exhibit
No.

 

Description

 

 

 

99.1*

 

Press release dated August 8, 2018.

 


*       Furnished herewith.

 

2



 

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.

 

 

 

Dated: August 8, 2018

    By:

/s/ Luca Fabbri

 

 

Luca Fabbri

 

 

Chief Financial Officer and Treasurer

 

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Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

Farmland Partners Inc. Reports Second Quarter 2018 Results

 

DENVER, August 8, 2018 /PRNewswire/ - Farmland Partners Inc. (NYSE: FPI) (the “Company”) today reported financial results for the quarter ended June 30, 2018.

 

Second Quarter 2018 Highlights

 

·                  Reported total operating revenues of $11.4 million, a 0.4% decrease over the same period in 2017

·                  Reported year-to-date total operating revenues of $22.6 million, a 21.6% increase over the same period in 2017

·                  Reported operating income of $5.2 million, a 6.5% decrease over the same period in 2017

·                  Reported year-to-date operating income of $10.0 million, a 60.0% increase over the same period in 2017

·                  Reported a basic net loss to common stockholders of $0.07 per share

·                  Reported Adjusted EBITDAre of $7.8 million, a 4.5% decrease over the same period in 2017

·                  Reported AFFO per share of $0.01

 

Capital Allocation Update

 

With the Company’s shares currently trading at a significant discount to net asset value (“NAV”), the Board of Directors has authorized an additional $30 million of share repurchases allowing the Company to repurchase up to $38.5 million in shares of its common stock or Series B Perpetual Preferred Stock. The Company will finance these buybacks principally with asset sales and a reduction in dividends on common stock. The Board of Directors has reduced the quarterly dividend on the Company’s common stock to $0.05 per share ($0.20 per share on an annualized basis) for the third quarter of 2018 and will evaluate the dividend in subsequent quarters.

 

“The Board has deliberated extensively over the decision to reduce the dividend following our share price decline on July 11,” said Paul A. Pittman, the Company’s Chairman and CEO. “While we are disappointed in the current trading price of our common stock, at this juncture our Board of Directors believes that we have an opportunity to increase shareholder value reinvesting in our company by buying back stock.”

 

Financial Results

 

For the three months ended June 30, 2018, the Company recorded a net loss of $2.3 million and a basic net loss to common stockholders of $0.07 per share, as compared to net income of $0.8 million and basic net income to common stockholders of $0.02 per share for the same period during 2017. For the six months ended June 30, 2018, the Company recorded a net loss of $5.1 million and a basic net loss to common stockholders of $0.15 per share, as compared to a net loss of $1.8 million and a basic net loss to common stockholders of $0.06 per share for the same period during 2017.

 

For the three months ended June 30, 2018, the Company recorded Adjusted Funds from Operations (“AFFO”) of $0.2 million and AFFO per fully diluted share of $0.01, as compared to AFFO of $3.8 million and AFFO per fully diluted share of $0.10 for the same period during 2017. For the six months ended June 30, 2018, the Company recorded AFFO of $0.2 million and AFFO per fully diluted share of $0.01, as compared to AFFO of $4.2 million and AFFO per fully diluted share of $0.12 for the same period during 2017.

 

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

 

Operating Results

 

For the three months ended June 30, 2018, the Company recorded total operating revenues of $11.4 million, as compared to $11.5 million for the same period during 2017. For the six months ended June 30, 2018, the Company recorded total operating revenues of $22.6 million, as compared to $18.6 million for the same period during 2017. The decline in revenue in the second quarter of 2018 as compared to the same period in 2017 is due to the timing of crop share revenue recognition in connection with the AFCO acquisition and one-time lease termination fees paid in 2017, only partially offset by a $0.8 million increase in farming rental revenue.

 

1



 

For the three months ended June 30, 2018, the Company recorded total operating income of $5.2 million and net operating income (“NOI”) of $9.3 million, as compared to total operating income of $5.6 million and NOI of $10.3 million for the same period in 2017. For the six months ended June 30, 2018, the Company recorded total operating income of $10.0 million and NOI of $18.8 million, as compared to total operating income of $6.3 million and NOI of $15.6 million for the same period in 2017.

 

See “Non-GAAP Financial Measures” for a complete definition of NOI and the financial table included in this press release for reconciliations of net income to NOI.

 

Acquisition and Disposition Activity

 

During the quarter, the Company completed $2.0 million in farm dispositions for a gain of 11.8% relative to net book value and 11.5% relative to gross book value. Subsequent to quarter end, the Company completed additional dispositions for total gross proceeds of $7.5 million for a collective gain of 10.2% relative to net and gross book value.

 

Also subsequent to quarter end, the Company acquired $5.9 million of farmland.

 

Balance Sheet

 

As of June 30, 2018, the Company had approximately 37.5 million shares of common stock outstanding on a fully diluted basis, including Class A Common OP units.

 

The Company had total debt outstanding of $535.6 million at June 30, 2018, compared to total debt outstanding of $515.7 million at March 31, 2018.

 

2018 Earnings Guidance

 

The Company has revised its 2018 AFFO/share guidance to a range of $0.30-0.34 from the prior range of $0.40-0.44, primarily reflecting adverse revenue and cost impacts stemming from the ‘short and distort’ attack against the Company published on Seeking Alpha on July 11, 2018, and the investment of funds in stock repurchases instead of acquisitions and capital improvements. The Company expects the majority of the annual AFFO to be recognized in the fourth quarter due to the timing of revenue recognition in connection with certain leases. A more detailed discussion of the Company’s AFFO/share guidance can be found on pages 15-16 of the Q2 2018 Supplemental Package. A reconciliation of the Company’s AFFO/share guidance to net income available to common stockholders is included in this press release.

 

Dividend Declarations

 

The Company announced that its Board of Directors has declared a quarterly cash dividend of $0.05 per share of common stock and per Class A Common OP unit.  The dividends are payable on October 15, 2018, to stockholders and unit holders of record on October 1, 2018.

 

The Company also announced today that its Board of Directors has declared a quarterly cash dividend of $0.3750 per share of Series B Participating Preferred Stock. The dividends are payable on October 1, 2018, to holders of Series B Participating Preferred Stock of record on September 14, 2018.

 

Conference Call Information

 

The Company has scheduled a conference call on August 9, 2018 at 10:00 a.m. (Eastern Time) to discuss its financial results for the quarter ended June 30, 2018. 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. Second Quarter 2018 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 August 9, 2018 at 1:00 p.m. (Eastern Time) until August 23, 2018 at 11:59 p.m. (Eastern Time), by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International); passcode: 10122964. A replay of the webcast will also be accessible on the Investor Relations website for a limited time following the event.

 

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About Farmland Partners Inc.

 

Farmland Partners Inc. is an internally managed real estate company that owns and seeks to acquire high-quality North American farmland and makes loans to farmers secured by farm real estate. As of the date of this release, the Company owns over 165,000 acres in 17 states, including Alabama, Arkansas, California, Colorado, Florida, Georgia, Illinois, Kansas, Louisiana, Michigan, Mississippi, Nebraska, North Carolina, South Carolina, South Dakota, Texas and Virginia. We have approximately 30 crop types and over 100 tenants. 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 our full year 2018 outlook, proposed and pending acquisitions, financing activities, crop yields and prices and anticipated rental rates. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” or similar expressions or their negatives, as well as statements in future tense. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: general volatility of the capital markets and the market price of the Company’s common stock or Series B participating preferred 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, 2017, 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.

 

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Farmland Partners Inc.

Consolidated Balance Sheets

As of June 30, 2018 (Unaudited) and December 31, 2017

(in thousands except par value and share data)

 

 

 

June 30,

 

December 31,

 

 

 

2018

 

2017

 

ASSETS

 

 

 

 

 

Land, at cost

 

$

974,264

 

$

947,899

 

Grain facilities

 

11,533

 

11,463

 

Groundwater

 

11,473

 

12,107

 

Irrigation improvements

 

52,372

 

51,678

 

Drainage improvements

 

11,981

 

9,964

 

Permanent plantings

 

52,955

 

52,870

 

Other

 

8,247

 

8,245

 

Construction in progress

 

13,189

 

8,137

 

Real estate, at cost

 

1,136,014

 

1,102,363

 

Less accumulated depreciation

 

(14,217

)

(10,285

)

Total real estate, net

 

1,121,797

 

1,092,078

 

Deposits

 

84

 

239

 

Cash

 

26,414

 

53,536

 

Notes and interest receivable, net

 

12,469

 

9,760

 

Deferred offering costs

 

430

 

292

 

Deferred financing fees, net

 

305

 

348

 

Accounts receivable, net

 

3,986

 

6,650

 

Inventory

 

420

 

126

 

Prepaid and other assets

 

2,185

 

3,057

 

TOTAL ASSETS

 

$

1,168,090

 

$

1,166,086

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Mortgage notes, line of credit and bonds payable, net

 

$

533,799

 

$

514,071

 

Dividends and distributions payable

 

4,767

 

4,847

 

Derivative liability

 

495

 

 

Accrued interest

 

4,158

 

3,193

 

Accrued property taxes

 

1,907

 

1,584

 

Deferred revenue

 

7,905

 

3,907

 

Accrued expenses

 

1,762

 

2,800

 

Total liabilities

 

554,793

 

530,402

 

 

 

 

 

 

 

Series B Participating Preferred Stock, $0.01 par value, 100,000,000 shares authorized; 6,037,500 shares issued and outstanding at June 30, 2018, and December 31, 2017

 

144,223

 

144,223

 

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

 

118,755

 

120,510

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

Common stock, $0.01 par value, 500,000,000 shares authorized; 32,867,817 shares issued and outstanding at June 30, 2018, and 33,334,849 shares issued and outstanding at December 31, 2017

 

323

 

329

 

Additional paid in capital

 

346,600

 

350,147

 

Retained earnings

 

178

 

5,161

 

Cumulative dividends

 

(39,580

)

(31,199

)

Other comprehensive income

 

(495

)

 

Non-controlling interests in operating partnership

 

43,293

 

46,513

 

Total equity

 

350,319

 

370,951

 

 

 

 

 

 

 

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

 

$

1,168,090

 

$

1,166,086

 

 

4



 

Farmland Partners Inc.

Consolidated Statements of Operations

For the three months ended June 30, 2018 and 2017

 (Unaudited, in thousands except per share amounts)

 

 

 

For the Three Months Ended

 

 

 

June 30,

 

 

 

2018

 

2017

 

OPERATING REVENUES:

 

 

 

 

 

Rental income

 

$

10,057

 

$

10,471

 

Tenant reimbursements

 

774

 

652

 

Crop sales

 

331

 

175

 

Other revenue

 

257

 

162

 

Total operating revenues

 

11,419

 

11,460

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

Depreciation and depletion

 

2,126

 

2,056

 

Property operating expenses

 

2,109

 

1,196

 

Acquisition and due diligence costs

 

 

183

 

General and administrative expenses

 

1,701

 

2,052

 

Legal and accounting

 

284

 

302

 

Other operating expenses

 

11

 

120

 

Total operating expenses

 

6,231

 

5,909

 

OPERATING INCOME

 

5,188

 

5,551

 

 

 

 

 

 

 

OTHER (INCOME) EXPENSE:

 

 

 

 

 

Other income

 

(90

)

(16

)

(Gain) loss on disposition of assets

 

(143

)

92

 

Interest expense

 

4,440

 

3,454

 

Total other expense

 

4,207

 

3,530

 

 

 

 

 

 

 

NET INCOME

 

981

 

2,021

 

 

 

 

 

 

 

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

 

(121

)

(334

)

 

 

 

 

 

 

Net income attributable to the Company

 

860

 

1,687

 

 

 

 

 

 

 

Nonforfeitable distributions allocated to unvested restricted shares

 

(41

)

(37

)

Distributions on redeemable non-controlling interests in operating partnership, Series A preferred units and dividends on Series B Participating Preferred Stock

 

(3,142

)

(878

)

 

 

 

 

 

 

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

 

$

(2,323

)

$

772

 

 

 

 

 

 

 

Basic and diluted per common share data:

 

 

 

 

 

Basic net (loss) income available to common stockholders

 

$

(0.07

)

$

0.02

 

Diluted net (loss) income available to common stockholders

 

$

(0.07

)

$

0.02

 

Basic weighted average common shares outstanding

 

32,542

 

32,457

 

Diluted weighted average common shares outstanding

 

32,542

 

32,457

 

Dividends declared per common share

 

$

0.1275

 

$

0.1275

 

 

5



 

Farmland Partners Inc.

Reconciliation of Non-GAAP Measures

For the three months ended June 30, 2018 and 2017

(Unaudited, in thousands except per share amounts)

 

 

 

For the three months ended June 30,

 

(in thousands except per share amounts)

 

2018

 

2017

 

Net income

 

$

981

 

$

2,021

 

(Gain) loss on disposition of assets

 

(143

)

92

 

Depreciation and depletion

 

2,126

 

2,056

 

FFO

 

2,964

 

4,169

 

 

 

 

 

 

 

Stock based compensation

 

398

 

360

 

Real estate related acquisition and due diligence costs

 

 

183

 

Distributions on Series A preferred units and dividends on Series B participating preferred stock

 

(3,142

)

(877

)

AFFO

 

$

220

 

$

3,835

 

 

 

 

 

 

 

AFFO per diluted weighted average share data:

 

 

 

 

 

 

 

 

 

 

 

AFFO weighted average common shares

 

37,458

 

39,166

 

 

 

 

 

 

 

Net (loss) income per share available to common stockholders

 

$

(0.07

)

$

0.02

 

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

 

0.09

 

0.04

 

Depreciation and depletion

 

0.06

 

0.05

 

Stock based compensation

 

0.01

 

0.01

 

Real estate related acquisition and due diligence costs

 

 

 

(Gain) loss on disposition of assets

 

 

 

Distributions on Series A preferred units and dividends on Series B participating preferred stock

 

(0.08

)

(0.02

)

AFFO per diluted weighted average share

 

$

0.01

 

$

0.10

 

 

 

 

For the three months ended

 

 

 

June 30,

 

(in thousands)

 

2018

 

2017

 

Net income

 

$

981

 

$

2,021

 

Interest expense

 

4,440

 

3,454

 

Depreciation and depletion

 

2,126

 

2,056

 

(Gain) Loss on disposal of assets

 

(143

)

92

 

EBITDAre

 

$

7,404

 

$

7,623

 

 

 

 

 

 

 

Stock-based compensation

 

398

 

360

 

Real estate related acquisition and due diligence costs

 

 

183

 

Adjusted EBITDAre

 

$

7,802

 

$

8,166

 

 

 

 

For the Three Months Ended

 

 

 

June 30,

 

 

 

2018

 

2017

 

OPERATING REVENUES:

 

 

 

 

 

Rental income

 

$

10,057

 

$

10,471

 

Tenant reimbursements

 

774

 

652

 

Crop sales

 

331

 

175

 

Other revenue

 

257

 

162

 

Total operating revenues

 

11,419

 

11,460

 

 

 

 

 

 

 

Property operating expenses

 

2,109

 

1,196

 

NOI

 

9,310

 

10,264

 

 

6



 

Farmland Partners Inc.

Reconciliation of Company’s 2018 Outlook to Most Comparable GAAP Measure

 

 

 

Company’s Full Year 2018 Outlook

 

 

 

Low End

 

High End

 

 

 

 

 

 

 

AFFO per diluted weighted average share

 

$

0.30

 

$

0.34

 

Stock based compensation

 

(0.04

)

(0.04

)

Acquisition and due diligence costs

 

(0.01

)

(0.01

)

Preferred distributions and dividends

 

0.34

 

0.34

 

FFO

 

0.59

 

0.63

 

Depreciation, depletion, and amortization

 

(0.21

)

(0.22

)

NET INCOME (LOSS)

 

$

0.38

 

$

0.41

 

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

 

(0.05

)

(0.05

)

Net income attributable to the Company

 

0.33

 

0.36

 

Nonforfeitable distributions allocated to unvested restricted shares

 

(0.02

)

(0.02

)

Net income (loss) available to common stockholders

 

$

0.32

 

$

0.35

 

 

7



 

Non-GAAP Financial Measures

 

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

 

FFO

 

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

 

AFFO

 

The Company calculates AFFO by adjusting FFO to exclude the income and expenses that the Company believes are not reflective of the sustainability of the Company’s ongoing operating performance, including, but not limited to, real estate related acquisition and due diligence costs and stock-based compensation.

 

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

 

EBITDAre and Adjusted EBITDAre

 

The Company calculates Earnings Before Interest Taxes Depreciation and Amortization for real estate (“EBITDAre”) in accordance with the standards established by NAREIT in its September 2017 White Paper. NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) excluding interest expense, income tax, depreciation and amortization, gains or losses on disposition of depreciated property (including gains or losses on change of control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustments to reflect the entity’s pro rata share of EBITDAre of unconsolidated affiliates.  EBITDAre  is a key

 

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financial measure used to evaluate the Company’s operating performance but should not be construed as an alternative to operating income, cash flows from operating activities or net income, in each case as determined in accordance with GAAP.  The Company believes that EBITDAreis a useful performance measure commonly reported and will be widely used by analysts and investors in the Company’s industry. However, while EBITDAre is a performance measure widely used across the Company’s industry, the Company does not believe that it correctly captures the Company’s business operating performance because it includes non-cash expenses and recurring adjustments that are necessary to better understand the Company’s business operating performance.  Therefore, in addition to EBITDAre, management uses Adjusted EBITDAre, a non-GAAP measure.

 

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

 

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

 

Net Operating Income (NOI)

 

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

 

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