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FARMLAND PARTNERS INC. FILES (8-K/A) Disclosing Financial Statements and Exhibits

July 1, 2014

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Report of Independent Auditors Statement of Revenue and Certain Operating Expenses for the Year ended March 31, 2014 Notes to Statement of Revenue and Certain Operating Expenses (b) Pro Forma Financial Information.





Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2014

Unaudited Pro Forma Consolidated Income Statement for the three months ended March 31, 2014 Unaudited Pro Forma Consolidated Income Statement for the year ended December 31, 2013 Notes to Unaudited Pro Forma Consolidated Financial Statements (c) Exhibits. 23.1 Consent of EKS&H LLLP. 2

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INDEPENDENT AUDITORS' REPORT To the Stockholders Farmland Partners Inc.



We have audited the accompanying statement of revenues and certain operating expenses of Hudye Farms U.S., Inc. for the year ended March 31, 2014.

MANAGEMENT'S RESPONSIBILITY FOR THE STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

Management is responsible for the preparation and fair presentation of the statement of revenues and certain operating expenses in accordance with the basis of accounting described in Note 2; this includes the design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of the statement of revenues and certain operating expenses that is free from material misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY Our responsibility is to express an opinion on the statement of revenues and certain operating expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain operating expenses are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement of revenues and certain operating expenses. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the statement of revenues and certain operating expenses, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to Hudye Farms U.S., Inc.'s preparation and fair presentation of the statement of revenues and certain operating expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Hudye Farms U.S., Inc.'s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain operating expenses.



We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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OPINION In our opinion, the statement of revenues and certain operating expenses of Hudye Farms U.S., Inc. presents fairly, in all material respects, the results of their operations for the year ended March 31, 2014 in accordance with the basis of accounting described in Note 2. EMPHASIS OF MATTER We draw attention to Note 2 of the statement of revenues and certain operating expenses, which describes the basis of accounting. The statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for the inclusion in a current report on Form 8-K/A and a registration statement on Form S-11 for Farmland Partners Inc., as described in Note 2. The presentation is not intended to be a complete presentation of the Hudye Farms U.S., Inc.'s revenues and expenses. Our opinion is not modified with respect to this matter. /s/ EKS&H LLLP July 1, 2014Denver, Colorado 4

-------------------------------------------------------------------------------- Hudye Farms U.S., Inc. Statement of Revenue and Certain Operating Expenses Year Ended March 31, 2014 For the Year Ended March 31, 2014 OPERATING REVENUE: Rental income $ 778,565 Total operating revenue 778,565 OPERATING EXPENSES Property taxes 30,682 Insurance 3,868 Total operating expenses 34,550 OPERATING INCOME $ 744,015



The accompanying notes are an integral part of these financial statements.

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Hudye Farms U.S., Inc.

Notes to Statement of Revenue and Certain Operating Expenses

March 31, 2014 Note 1. Business The accompanying historical summary of revenue and certain operating expenses relates to the operations of Hudye Farms U.S., Inc. ("HFUSI"), consisting of the revenue of a farm totaling 12,500 acres of row crop farmland located primarily in eastern Colorado, with a small portion of the farmland in western Kansas (the "Property"). Farmland Partners Inc. ("the "Company") acquired HFUSI in June 2014 for a total consideration of approximately $24.5 million.



Note 2. Summary of Significant Accounting Policies

The accompanying statement of revenue and certain operating expenses has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X as promulgated by the Securities and Exchange Commission in connection with the Company's acquisition of HFUSI. The historical summary is not representative of the actual operations of the Property for the period presented, nor indicative of future operations; however, the Company is not aware of any material factors relating to the Property that would cause the reported financial information to not necessarily be indicative of future operating results. In addition, certain expenses, primarily depreciation and amortization, interest expense, advertising expense, legal and accounting fees, management fees, travel and tax expense, which may not be comparable to the expenses expected to be incurred by the Company in future operations of the Property, have been excluded. Additionally, the Company's leases with the tenants are structured in such a way that the tenant is responsible for substantially all of the Property's operating expenses other than property taxes and insurance. Except for property taxes and insurance, the Company does not expect to incur any significant operating expenses in the future operations of the Property; as such, they have been excluded from this historical summary. Revenue Recognition All leases in the fiscal year ended March 31, 2014 had a term of three years with no renewal options or rent escalation provisions. The leases have rental payments that are received in kind through the transfer of ownership of a percentage of the tenants' crops. Rental revenue under these leases is recognized upon the receipt of the crop inventory or receipt of the crop insurance proceeds received by the respective tenants. Use of Estimates The preparation of the financial statements requires management to use estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period. Actual results could materially differ from these estimates in the near term. Major Tenants During the year ended March 31, 2014, the Property's total rental revenue of $778,565 was attributable to five tenants, of which two tenants individually accounted for 66% and 25% of the Company's rental income, respectively. 6 --------------------------------------------------------------------------------



Hudye Farms U.S., Inc.

Notes to Statement of Revenue and Certain Operating Expenses

March 31, 2014 Note 3. Subsequent Events



The Company has evaluated subsequent events through July 1, 2014, the date the financial statements were available to be issued.

HFUSI terminated all existing leases related to the Property in connection with the acquisition of HFUSI by the Company.

On June 20, 2014, HFUSI was merged with and into FPI Burlington Farms LLC, a wholly owned subsidiary of the Company. FPI Burlington Farms LLC entered into new leases with the tenants on June 23, 2014. The new leases provide for aggregate annual rent of $1,245,507. 7 --------------------------------------------------------------------------------

Farmland Partners Inc. Pro Forma Consolidated Financial Statements (Unaudited) Farmland Partners Inc. (together with its consolidated subsidiaries, the "Company," "we," "our" or "us") is a Maryland corporation that was formed on September 27, 2013 to succeed to the business of FP Land LLC, a Delaware limited liability company ("FP Land" or our "Predecessor"). As of March 31, 2014, the Company had no corporate or business activity since its formation until the completion of its initial public offering of its Common Stock (the "IPO") on April 16, 2014 other than (i) the issuance of 1,000 shares of common stock, par value $0.01 per share ("Common Stock"), for $1,000 in cash in connection with the Company's initial capitalization and (ii) activities in preparation for the IPO and the related formation transactions. Farmland Partners Operating Partnership, LP (our "Operating Partnership") was formed as a Delaware limited partnership on September 27, 2013. Upon completion of the IPO on April 16, 2014 and the related formation transactions described below, our operations are carried on through our Operating Partnership. The accompanying pro forma consolidated financial statements include the operations and assets of our Predecessor, which owned 100% of the equity interests in each of PH Farms LLC ("PH Farms") and Cottonwood Valley Land, LLC ("Cottonwood" and, together with PH Farms, the "Ownership Entities"), which directly wholly own the 38 farms and three grain storage facilities that comprised our initial portfolio. Concurrently with the completion of the IPO, FP Land merged with and into our Operating Partnership (with our Operating Partnership surviving), which we refer to as the FP Land Merger. As a result, our Operating Partnership owns 100% of the equity interests of the Ownership Entities. In connection with the FP Land Merger, we issued an aggregate of 1,945,000 common units in our Operating Partnership ("OP Units"), having an aggregate value of approximately $27.2 million, to the prior owner of FP Land. Our acquisition of the Ownership Entities in connection with our formation transactions represented a transaction between entities under common control because Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, owns a 75% controlling interest in Pittman Hough Farms LLC ("Pittman Hough Farms"), which owns 100% of the interests in FP Land, which, in turn, owns 100% of the equity interests in each of the Ownership Entities. As a result, Mr. Pittman was deemed to control the Ownership Entities, and our acquisition of the Ownership Entities was recorded at our Predecessor's historical cost. On June 12, 2014, the Company acquired Hudye Farms U.S., Inc. ("HFUSI"), which owned a 12,500 acre farm located primarily in eastern Colorado (the "Property"). HFUSI was acquired for $24.5 million, excluding related acquisition costs of $43,842. The Company funded this acquisition with the cash available from its initial public offering in April 2014. All tenant leases were terminated by the previous owner just prior to closing. The Company entered into new leases on June 23, 2014. The new leases provide for aggregate annual rent of $1,245,507. 8

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Farmland Partners Inc. Pro Forma Consolidated Financial Statements (Unaudited) The unaudited pro forma consolidated financial statements have been derived from our Predecessor's historical combined consolidated financial statements. The unaudited pro forma consolidated balance sheet as of March 31, 2014 is presented to reflect adjustments to the Predecessor's historical combined consolidated balance sheet as March 31, 2014 as if the IPO, the related formation transactions, the contribution and repayment of indebtedness by FP Land and the acquisition of HFUSI were completed on March 31, 2014. The unaudited pro forma consolidated income statement for the three months ended March 31, 2014 and for the year ended December 31, 2013 is presented as if the IPO, the related formation transactions and the acquisition of HFUSI were completed on January 1, 2013. The following unaudited pro forma consolidated financial statements should be read in conjunction with (i) the Predecessor's historical combined consolidated financial statements filed on Form S-11 and the Company's final prospectus filed with the SEC on April 14, 2014 for the year ended December 31, 2013, and on Form 10-Q for the three months ended March 31, 2014, and the statement of revenue and certain operating expenses, filed in accordance with Rule 3-14 of Regulation S-X, of Hudye Farms U.S., Inc. for the year ended March 31, 2014. We have based the unaudited pro forma adjustments on available information and assumptions that we believe are reasonable. The following unaudited pro forma consolidated financial statements are presented for informational purposes only and are not necessarily indicative of (1) what our actual financial position would have been as of March 31, 2014 assuming the IPO, the related formation transactions and the acquisition of HFUSI had all been completed on March 31, 2014, (2) what actual results of operations would have been for the three months ended March 31, 2014 and for the year ended December 31, 2013 assuming the IPO, the related formation transactions and the acquisition of HFUSI were completed as of the beginning of the earliest period presented, or (3) our future results of operations or financial condition as of any future date or for any future period, as applicable. 9

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Farmland Partners Inc. Pro Forma Consolidated Balance Sheet March 31, 2014 (Unaudited) Pro Forma After IPO and Related Farmland IPO and Related Formation Partners Formation Transactions Hudye Farms Company Pro Inc. Predecessor Transactions Offering U.S., Inc. Forma A B Assets Land $ - $ 34,693,573 $ - $ 34,693,573$ 23,453,341 G $ 58,146,914 Grain facilities - 2,563,415 - 2,563,415 - 2,563,415 Drainage improvements - 779,975 - 779,975 - 779,975 Irrigation improvements - 815,063 - 815,063 246,109 G 1,061,172 Other real estate assets - - - - 800,550 G 800,550 Real estate, at cost - 38,852,026 - 38,852,026 24,500,000 63,352,026 Accumulated depreciation - (490,369 ) - (490,369 ) - (490,369 ) Total real estate, net - 38,361,657 - 38,361,657 24,500,000 62,861,657 Cash and cash equivalents 1,000 34,288 36,205,242 D/E 36,240,530 (24,500,000 )G 11,740,530 Deferred financing fees, net - 119,626 (29,423 )E 90,203 - 90,203 Deferred offering costs - 1,225,521 (1,225,521 )D - - - Accounts receivable - 1,119,339 (463,700 )C 655,639 - 655,639 Total assets $ 1,000$ 40,860,431$ 34,486,598$ 75,348,029 $ - $ 75,348,029 Liabilities Mortgage notes payable $ - $ 42,059,137 $ (11,279,137 )E $ 30,780,000 $ - $ 30,780,000 Accrued interest - 383,250 - 383,250 - 383,250 Accrued property taxes - 49,797 - 49,797 - 49,797 Accrued expenses - 1,796,237 (1,225,521 )D 570,716 43,842 H 614,558 Total liabilities - 44,288,421 (12,504,658 ) 31,783,763 43,842 31,827,605 Equity Common stock, $0.01 par value 10 - 38,000 D 38,010 - 38,010 Additional paid-in capital 990 - 28,795,816 I 28,796,806 - 28,796,806 Retained earnings - - (19,462 )E/F (19,462 ) (28,999 )H (48,461 ) Predecessor equity - (3,427,990 ) 3,427,990 C/F - - - Non-controlling interest in operating partnership - - 14,748,912 E/F 14,748,912 (14,843 )H 14,734,069 Total equity 1,000 (3,427,990 ) 46,991,256 43,564,266 (43,842 ) 43,520,424 Total liabilities and Equity $ 1,000$ 40,860,431$ 34,486,598$ 75,348,029 $ - $ 75,348,029 10

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Farmland Partners Inc. Pro Forma Consolidated Income Statement For the Three Months Ended March 31, 2014 (Unaudited) Pro Forma After IPO and IPO and Related Related Formation Farmland Formation Transactions Hudye Farms Company Partners Inc. Predecessor Transactions Offering U.S., Inc. Pro Forma AA BB Operating Revenues Rental income $ - $ 635,854 $ - $ 635,854 $ - GG $ 635,854 Tenant reimbursements - 49,797 - 49,797 - 49,797 Total operating revenues - 685,651 - 685,651 - 685,651 Expenses Depreciation - 39,895 - 39,895 28,773 HH 68,668 Property taxes - 49,797 - 49,797 7,670 II 57,467 Acquisition costs - - - - - - Professional fees - 105,556 - 105,556 - 105,556 Other operating expenses - 21,239 506,125 EE 527,364 967 II 528,331 Total operating expenses - 216,487 506,125 722,612 37,410 760,022 Operating income (loss) - 469,164 (506,125 ) (36,961 ) (37,410 ) (74,371 ) Interest expense - (334,574 ) 105,548 FF (229,026 ) - (229,026 ) Net income (loss) from continuing operations $ - $ 134,590 $



(400,577 ) $ (265,987 )$ (37,410 )$ (303,397 )

Loss from continuing operations attributable to non-controlling interests - operating partnership $ (102,717 )JJ Loss from continuing operations available to common stockholders $ (200,680 ) Pro forma per share: Loss from continuing operations available to common stockholders: Basic and diluted $ (0.07 ) Pro forma weighted-average common shares outstanding: Basic and diluted 2,999,626 KK


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