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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): October 1, 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 4.01.                Changes in Registrant’s Certifying Accountant.

 

Effective October 1, 2018, EKS&H LLLP (“EKS&H”), the independent registered public accounting firm for Farmland Partners Inc. (the “Company”), combined with Plante & Moran, PLLC (“Plante Moran”). As a result of this transaction on October 1, 2018, EKS&H resigned as the independent registered public accounting firm for the Company. Concurrent with such resignation, the audit committee of the Company’s board of directors approved the engagement of Plante Moran as the new independent registered public accounting firm for the Company.

 

Since engaged on March 10, 2018 and through the interim period preceding EKS&H’s resignation, there were no disagreements between the Company and EKS&H on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.

 

Since engaged on March 10, 2018 and through the interim period preceding EKS&H’s resignation, there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

 

Since engaged on March 10, 2018 and through the interim period preceding Plante Moran’s engagement, the Company did not consult with Plante Moran on either (1) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that may be rendered on the Company’s financial statements, and Plante Moran did not provide either a written report or oral advice to the Company that Plante Moran concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (2) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided EKS&H a copy of the disclosures in this Form 8-K and has requested that EKS&H furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy of the letter dated October 4, 2018 is filed as Exhibit 16.1 to this Form 8-K.

 

Item 9.01.                Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit
No.

 

Description

16.1

 

Letter of Concurrence from EKS&H LLLP, dated October 4, 2018.

 

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.

 

 

October 4, 2018

By:

/s/ Luca Fabbri

 

 

Luca Fabbri

 

 

Chief Financial Officer and Treasurer

 

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Section 2: EX-16.1 (EX-16.1)

Exhibit 16.1

 

October 4, 2018

 

Securities and Exchange Commission
Washington, D.C. 20549

 

Commissioners:

 

We have read Farmland Partners Inc.’s statements included under Item 4.01 of its Form 8-K filed on October 4, 2018, and we agree with such statements concerning our firm.

 

 

/s/EKS&H LLLP

 

EKS&H LLLP

 

 


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