American Farmland Company (NYSE MKT: AFCO) (the “Company”), a
specialized real estate investment trust focused on the ownership,
acquisition, development and management of a portfolio of diversified,
high-quality U.S. farmland, today announced financial and operating
results for the quarter and year ended December 31, 2015.
“The fourth quarter of 2015 was an exciting time for American Farmland
Company, as we completed our entry into the public equity market and
announced a significant accretive acquisition which we closed in early
2016,” said Thomas S.T. Gimbel, Chief Executive Officer. “The quarter
capped a strong year of top-line growth, with operating revenues for
2015 exceeding $10 million, reflecting 40% year-over-year growth, driven
both by acquisitions and our same-property portfolio. In addition, the
appraised value of our farms grew to $216 million as of year-end, as
orchard, vineyard and specialty row crop farm values continued their
upward trend even as commodity row crop farm values softened in certain
regions.”
Highlights and Recent Activity Include
-
Generated Adjusted Funds from Operations (AFFO) of $0.02 per diluted
share for the quarter and $0.26 per diluted share for the year ended
December 31, 2015;
-
Reported operating revenues of $3.1 million for the quarter and $10.1
million for the year ended December 31, 2015, increases of 34.0% and
39.8% as compared to the respective prior year periods;
-
Reported net operating income (NOI) of $2.5 million for the quarter
and $8.5 million for the year ended December 31, 2015;
-
Generated same-property operating revenues of $8.2 million for the
year ended December 31, 2015, a 13.5% increase over the prior year;
-
Net Asset Value (NAV) was $10.05 per diluted share as of December 31,
2015, based on independent third-party appraisals performed as of
year-end;
-
Completed the company’s underwritten initial public offering and
listing on the NYSE MKT LLC, issuing 6,000,000 new shares of common
stock and generating net proceeds of $39.2 million after deducting
underwriting discounts and offering expenses;
-
Increased the borrowing capacity available under the company’s
revolving credit facilities by $15 million to an aggregate of $90
million;
-
Closed on the previously announced acquisition of four mature
permanent crop farms comprising 2,186 gross acres and 1,718 net
plantable acres for a combined gross purchase price of $63.5 million,
excluding transaction costs, from Sun Dial Farms, LLC and its
affiliates;
-
Announced a $0.0625 quarterly per share dividend for the fourth
quarter of 2015, which was paid on December 29, 2015 to shareholders
of record on December 22, 2015; and
-
Announced a $0.0625 quarterly per share dividend for the first quarter
of 2016 ($0.25 annualized), payable on March 31, 2016 to shareholders
of record on March 21, 2016
Financial Highlights
AFFO was $0.3 million, or $0.02 per diluted share, for the fourth
quarter of 2015, as compared to $1.0 million, or $0.10 per diluted
share, for the fourth quarter of 2014. For the year ended December 31,
2015, AFFO was $3.3 million, or $0.26 per diluted share, as compared to
$3.1 million, or $0.30 per diluted share, for the prior year.
Net loss was $(8.3) million, or $(0.54) per diluted share, for the
fourth quarter of 2015, as compared to net income of $0.1 million, or
$0.01 per diluted share, for the fourth quarter of 2014. For the year
ended December 31, 2015, net loss was $(7.9) million, or $(0.65) per
diluted share, as compared to net income of $0.7 million, or $0.07 per
diluted share, for the prior year. The net loss for 2015 was impacted by
the non-recurring Internalization expense incurred in the fourth quarter
of 2015, which is further discussed below, and the dilutive effect of
which was borne entirely by the existing shareholders of the Company and
the holders of the limited partnership units in American Farmland
Company L.P. prior to the initial public offering.
Operating revenues for the fourth quarter of 2015 were $3.1 million, an
increase of $0.8 million or 34.0% as compared to the fourth quarter of
2014. Operating revenues for the year ended December 31, 2015 were $10.1
million, an increase of $2.9 million or 39.8% as compared to 2014. The
increase in 2015 operating revenues over the prior year was primarily
due to new leases with existing tenants at Golden Eagle Ranch and Blue
Heron Farms that provide for higher fixed base rents, rents (both fixed
and participating) from the properties acquired in the third quarter of
2015 (Kingfisher Ranch and the second tranche of Golden Eagle Ranch) and
the fourth quarter of 2014 (Falcon Farms and the second and larger
tranche of Kimberly Vineyard), offset somewhat by lower participating
rents from same-property farms, where decreases from Blue Heron Farms
and the initial tranche of Kimberly Vineyard outweighed increased
participating rent received from the initial tranche of Golden Eagle
Ranch. The recently acquired Kingfisher Ranch (acquired in August 2015),
in particular, generated strong participating rent in the fourth quarter
of 2015, due to the receipt of crop insurance by the tenant for the 2015
crop during the fourth quarter of 2015 and the Company’s formulaic
participation in these insurance proceeds, which was recorded as
participating rent in 2015 and will result in lower participating rent
in 2016, as discussed under “Operating Highlights” below.
Net operating income (NOI) for the fourth quarter of 2015 was $2.5
million, an increase of $0.7 million as compared to the fourth quarter
of 2014. NOI for the year ended December 31, 2015 was $8.5 million, an
increase of $2.6 million as compared to 2014. The increase in 2015 NOI
over the prior year was primarily due to the revenue contribution from
acquired farms and the higher operating revenues from same-property
farms (discussed below in Operating Highlights).
During the fourth quarter of 2015, the Company recorded an expense
pertaining to the internalization of its management function concurrent
with the consummation of its initial public offering amounting to $9.8
million, shown as “Internalization expense” in the consolidated
statements of operations. The total expense was comprised of the $7.9
million value of the 986,438 units of limited partnership interest in
American Farmland Company L.P. issued to the owners of the Company’s
previous external manager, $1.0 million in net liabilities assumed
(primarily comprised of the legacy performance fees due to the Company’s
agricultural sub-adviser), and $0.9 million of transaction costs. The
“Internalization expense” recorded in the fourth quarter of 2015 is a
non-recurring expense, and the Company has added this expense back to
Funds from Operations attributable to the Company (FFO) in the
calculation of Core Funds from Operations attributable to the Company
(Core FFO) and AFFO. The Internalization expense was borne entirely by
the existing shareholders of the Company and the holders of the limited
partnership units in American Farmland Company L.P. prior to the initial
public offering. Following the consummation of the initial public
offering, the Company will no longer incur expenses which have
previously been recorded as “Management and performance fees-related
party”, in the consolidated statements of operations.
As of December 31, 2015, the appraised value of the Company’s 18 farms,
as determined by independent third-party appraisers, was approximately
$216 million, up from $208 million as of the initial public offering and
based on appraisals as of June 30, 2015. Adjusting for balance sheet
assets and liabilities as of December 31, 2015 results in Company
stockholders’ equity determined on the basis of fair value of $169.8
million, or $10.05 net asset value per share. Company stockholders’
equity per share as of December 31, 2015 was $7.92.
See “Non-GAAP Financial Measures” for definitions of FFO, Core FFO,
AFFO, NOI and NAV and the financial tables accompanying this press
release for reconciliations of net income to FFO, Core FFO, AFFO, and
NOI, and stockholders’ equity to NAV.
Operating Highlights
Total operating revenues for the Company’s same-property farms was $8.2
million for the year ended December 31, 2015, an increase of $1.0
million, or 13.5%, from $7.2 million for the year ended December 31,
2014. The same-property portfolio includes only farms owned by the
Company for the entirety of both periods presented, which included all
farms except for the second tranche of Golden Eagle Ranch, Kingfisher
Ranch, Falcon Farms, and the second tranche of Kimberly Vineyard. The
increase in same-property operating revenues was primarily due to new
leases with existing tenants at the initial tranche of Golden Eagle
Ranch and Blue Heron Farms that provide for higher fixed base rents,
offset somewhat by decreased participating rents year-over-year. Fixed
rent for the same-property farms increased $1.1 million year-over-year
to $4.4 million, driven by increases at the initial tranche of Golden
Eagle Ranch and Blue Heron Farms due to the rent increases discussed
above, while participating rent for the same-property farms decreased
$0.2 million year-over-year, due to decreases at Blue Heron Farms
(timing of crop sales in 2015 versus 2014) and the initial tranche of
Kimberly Vineyard (lower than expected 2015 production yield), which
outweighed the increase in participating rent from Golden Eagle Ranch
(benefited from strong almond prices relating to the 2014 crop in 2015).
Revenues from participating leases exhibit variability from year to year
around harvest yields and cycles as well as fluctuating crop prices, and
are therefore subject to seasonality, production yields (which are
subject to weather conditions and the alternate bearing nature of
certain crops, among other factors), the timing of crop harvests and
crop sales, crop prices and changes in crop prices throughout the year,
contracts for minimum price guarantees, and any applicable crop
insurance claims (settlement amounts and timing of settlements). As an
example, the Company’s Kingfisher Ranch (a pistachio property acquired
in the third quarter of 2015), experienced a weak 2015 production yield,
and the tenant pursued insurance claims under its crop insurance
policies. Pistachios are generally harvested in the fall with crop sales
(and thus the Company’s participating rents) typically occurring and
being recognized in both the fourth quarter of the harvest year as well
as into the following year. At Kingfisher Ranch, due to the poor 2015
crop, these insurance claims were settled in full in the fourth quarter
of 2015 and resulted in the Company’s recognition of higher than
otherwise expected participating revenues in 2015 for Kingfisher Ranch
(i.e., in the event of a normal crop, a portion of the 2015 crop yield
would have been recognized as 2016 participating revenues, but due to
the insurance settlement, substantially all 2015 crop revenues were
recognized in 2015). The full insurance settlement recognition in 2015
will result in little to no 2016 participating revenues at Kingfisher
for the 2015 crop. By way of another example, the Company’s Golden Eagle
Ranch generated strong participating revenues in 2015 due to the
strength of the 2014 crop production as well as high almond prices
throughout the majority of 2015 when the 2014 crop was sold by the
tenant. However, the 2015 crop at Golden Eagle Ranch was significantly
lower than the 2014 crop due to poor growing conditions. Lower 2015 farm
production combined with a more recent decline in almond prices is
expected to result in substantially lower participating rents from
Golden Eagle Ranch in 2016 than were recorded in 2015. Due to the year
over year decline in participating rents expected from Golden Eagle
Ranch during 2016, the Company expects 2016 operating revenues generated
from same-property farms to be lower in 2016 than in 2015. Variability
in crop revenues from year to year, both upwards and downwards, is
common in the farming industry, and we therefore expect variability in
our participating rents to continue as long as we continue to use
participating lease types.
All of the Company’s non-development farms were under lease as of
December 31, 2015.
Development Activities
The Company had six farms in development as of December 31, 2015, having
an aggregate appraised value of $53.4 million, or comprising 25% of the
total appraised value of farmland held at December 31, 2015. Operating
loss from development farms was $(0.1) million for 2015. Capital
expenditures (net of revenue offsets) at development farms during 2015
totaled $7.5 million of the total $8.2 million of 2015 capital
expenditures. The majority of 2015 capital spend was deployed at Hawk
Creek, Blue Cypress Farm and Grassy Island.
The development of Blue Cypress Farm, located in Brevard County,
Florida, was substantially completed after year-end, and the property
has been subsequently leased to a tenant during the first quarter of
2016. In the normal course of its strategic review of properties, the
Company regularly evaluates the possibilities to recycle capital
currently deployed in certain of its non-yielding development farms into
new income-yielding acquisitions in the coming year.
Investing Activities
The Company completed two acquisitions of permanent crop properties
during 2015, each during the third quarter, amounting to an aggregate
purchase price of $25.1 million. The second tranche of Golden Eagle
Ranch, planted with almonds, was acquired on August 18, 2015 for $5.2
million, and Kingfisher Ranch, planted with pistachios, was acquired on
August 21, 2015 for $19.9 million.
Subsequent to year end, on January 27, 2016, wholly-owned subsidiaries
of the Company completed the previously announced acquisition of a
portfolio of mature permanent crop properties aggregating to
approximately 2,186 gross acres and approximately 1,718 net plantable
acres for a combined gross purchase price of $63.5 million, excluding
transaction costs, from Sun Dial Farms, LLC and its affiliates (the
“Sellers”). The acquisition substantially increased the Company’s
farmland assets by approximately 30%. The seven acquired properties are
located across multiple counties in California, each with its own
on-site well(s) and / or surface water, and will be operated as four
distinct farms, with properties grouped into a particular farm based on
crop type and location. Crops planted include almonds, lemons, mandarins
and several other fresh citrus varieties as well as a small planting of
prunes.
The properties were previously owner-occupied and, as a result, do not
have a prior leasing history. Upon closing, the Company entered into
four separate participating leases with affiliates of the Sellers, which
are expected to provide a blended first year fixed base rent yield of
approximately 5% of the purchase price, with the potential for
additional income from formulaic participation in the crop revenue above
a fixed threshold and with the base rent and fixed threshold each having
annual escalators. Affiliates of the Sellers are also the tenants on the
Company’s Golden Eagle Ranch property. The acquisition was funded from
cash on hand and additional borrowings under the Company’s existing
revolving credit facilities.
Financing Activities
In October 2015, the Company completed its underwritten initial public
offering in which it sold 6,000,000 shares of common stock at $8.00 per
share, raising net proceeds of $39.2 million after deducting
underwriting discounts and offering expenses. The Company’s shares
commenced trading on the NYSE MKT LLC platform under the ticker symbol
“AFCO” on October 20, 2015.
In December 2015, the Company entered into a new secured revolving loan
agreement and amended its existing secured revolving credit facilities
to provide for an additional $15 million of borrowing capacity, bringing
the aggregate borrowing capacity under its four secured revolving credit
facilities to $90 million. As of December 31, 2015, the Company had
outstanding $27.2 million under these revolving credit facilities.
Subsequent to December 31, 2015, the Company drew on its existing
revolving credit facilities to partially fund the $63.5 million purchase
price of four permanent crop farms from the Sellers and, as of the date
of this release, approximately $81 million was outstanding under such
revolving credit facilities. Each of the Company’s four secured
revolving credit facilities, which have maturities between January 2019
and January 2021, provides for a drawn borrowing cost of 3-month Libor
plus 130 basis points (approximately 1.91% as of December 31, 2015) and
may be prepaid at any time without penalty to the Company. The Company
believes it is in compliance with the covenants of its credit facilities.
Quarterly Dividends
On March 2, 2016, the Board of Directors of the Company approved and
declared a quarterly cash dividend of $0.0625 per share on the common
stock of the Company and a quarterly cash distribution of $0.0625 per
unit on the units of limited partnership interest of American Farmland,
L.P. for the first quarter of 2016. The dividend will be paid on March
31, 2016 to stockholders of record of the Company at the close of
business on March 21, 2016. The distribution will be paid on March 31,
2016 to unitholders of record of American Farmland, L.P. at the close of
business on March 21, 2016.
FOR ADDITIONAL INFORMATION
For additional information about the Company, please see the “Investor
Relations” section of American Farmland Company’s website at www.americanfarmlandcompany.com.
ABOUT AMERICAN FARMLAND COMPANY
American Farmland Company is an internally managed real estate
investment trust and a Maryland corporation focused on owning and
acquiring a diversified portfolio of high-quality farmland, consisting
of mature permanent, specialty/vegetable row and commodity row crop
farms, as well as farmland development projects, located in select major
agricultural regions throughout the United States. As of the date of
this release, the Company’s portfolio consists of 22 farms located on
both coasts as well as in the Corn Belt and the Delta regions and
consists of approximately 18,322 gross acres of farmland, with more than
21 major crop types (approximately 40 when including crop varieties).
NON-GAAP FINANCIAL MEASURES
The Company believes FFO, Core FFO, AFFO, NOI and NAV are non-GAAP
financial measures that investors may find useful as key supplemental
measures of its performance. These non-GAAP financial measures should be
considered along with, but not as alternatives to, net income or loss,
and stockholders’ equity. Further, these non-GAAP financial measures as
calculated by the Company may not be comparable to how other companies
define and calculate such terms.
FFO attributable to the Company
The Company believes FFO is a useful, supplemental measure of its
operating performance that is a recognized metric used extensively by
the real estate industry and, in particular, REITs. The Company
calculates FFO attributable to the Company in accordance with the
standards established by the National Association of Real Estate
Investment Trusts (NAREIT). NAREIT defines Funds From Operations (FFO)
as net income (loss) computed in accordance with generally accepted
accounting principles (GAAP), excluding gains (or losses) from sales of
depreciated real estate assets, real estate related depreciation and
amortization (excluding amortization of deferred financing costs) and
after adjustments for unconsolidated partnerships and joint ventures in
which the reporting entity holds an interest. The Company believes that
net income attributable to the Company is the most directly comparable
GAAP measure to FFO attributable to the Company. FFO attributable to the
Company, however, does not represent an alternative to “Net Income
(Loss)” as an indicator of the Company’s performance or “Cash Flows from
Operating Activities” as determined by GAAP as a measure of the
Company’s capacity to fund cash needs, including the payment of
dividends.
Management presents FFO attributable to the Company as a supplemental
performance measure because it believes that FFO attributable to the
Company 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 farms, which do not relate to or are not
indicative of operating performance, FFO attributable to the Company
provides a performance measure that, when compared year over year,
captures trends in occupancy rates, rental rates and operating costs.
Management also believes that, as a widely recognized measure of the
performance of REITs, FFO attributable to the Company 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
attributable to the Company in accordance with the NAREIT definition as
does the Company, and, accordingly, the Company’s FFO attributable to
the Company may not be comparable to such other REITs’ FFO attributable
to the Company.
Core FFO attributable to the Company and Adjusted
FFO (AFFO)
The Company calculates Core FFO attributable to the Company by adding
back to FFO attributable to the Company (i) performance fees payable to
related parties (which ceased following the internalization
transaction), (ii) acquisition-related expenses, and (iii) other income
and expense items considered to be non-recurring in nature (including
the expense related to the Company’s internalization transaction
incurred concurrent with its initial public offering). The Company
calculates AFFO attributable to the Company by adding back to Core FFO
attributable to the Company (i) amortization of deferred financing
costs, (ii) stock-based compensation expense (which has not been
incurred to date, but which the Company anticipates will be incurred in
future periods), (iii) non-real estate depreciation and amortization
expense, if any (iv) straight line rent adjustments, and (v) above and
below market lease adjustments, if any.
Management believes Core FFO attributable to the Company and AFFO
attributable to the Company are important supplemental measures of
operating performance because they are measures of cash flow available
for stockholders and measures that can be analyzed in conjunction with
the ability to pay dividends. The Company is required in certain
instances to expense costs for GAAP purposes related to acquiring the
farms, such as the acquisition fee paid to its agricultural sub-adviser,
and legal, professional and other fees (including transfer taxes in some
cases) associated with closing the purchase of each property which do
not correlate with the ongoing operations of its existing properties. In
addition, the amortization of costs to obtain financing is a non-cash
expense item, as is stock-based compensation expense. The Company
believes that net income attributable to the Company is the most
directly comparable GAAP measure to Core FFO attributable to the Company
and AFFO attributable to the Company. Core FFO attributable to the
Company and AFFO attributable to the Company, however, do not represent
alternatives to “Net Income (Loss)” as an indicator of the Company’s
performance or “Cash Flows from Operating Activities” as determined by
GAAP as a measure of the Company’s capacity to fund cash needs,
including the payment of dividends. Other equity REITs may not calculate
Core FFO attributable to the Company and AFFO attributable to the
Company as does the Company, and, accordingly, the Company’s Core FFO
attributable to the Company and AFFO attributable to the Company may not
be comparable to such other REITs’ calculations of these measures.
Net Operating Income (NOI)
The Company defines NOI as operating revenues (rental income comprising
both fixed and participating rent, tenant recovery income and other
property income, excluding straight line rental income, amortization of
lease inducements, amortization of acquired above and below market lease
intangibles and lease termination fee income), less property operating
expenses (real estate tax expense and property operating expense).
Management believes NOI provides useful information to investors
regarding the Company’s results of operations because it reflects only
those income and expense items that are incurred at the property level
and when compared across periods reflects the impact on operations from
trends in occupancy, rental rates including participating rents,
property operating costs and acquisition and disposition activity, on an
unleveraged basis and excluding general and administrative overhead
costs. Management believes that net income attributable to the Company
is the most directly comparable GAAP measure to NOI. However, NOI should
only be used as a supplemental measure of the Company’s financial
performance. Other REITs may use different methodologies for calculating
NOI and, accordingly, the Company’s NOI may not be comparable to other
REITs.
Net Asset Value (NAV) per share
The Company estimates the fair value of its farms based on appraised
value, expressed in terms of net asset value (NAV). NAV is calculated as
stockholders’ equity of the Company, as adjusted for the increase or
decrease in fair value of the portfolio attributable to the Company, and
then divided by the Company’s total common shares outstanding. For
purposes of determining the adjustment between the investment in real
estate on a GAAP basis and on a fair value basis, all of the costs
associated with the acquisition of all properties were added to the cost
thereof (irrespective of whether the acquisition was treated as a
business combination or not), and no effect was given to straight-lining
rental income. In addition, all capital expenditures and development
costs post-acquisition are capitalized and thereafter added to the cost
of all of the properties, and included in net book value, for purposes
of the fair value analysis. Management presents NAV as a supplemental
non-GAAP measure because it believes that NAV is beneficial to investors
in measuring whether the company’s investments in real estate have
appreciated in value, in aggregate, since their respective dates of
acquisition. However, due to possible differences in the calculation or
application of the definition of NAV, including the reliance on
independent, third-party appraisers in determining fair value, a
comparison of the Company's NAV to similar measures utilized by other
REITs may not necessarily be meaningful.
In determining the fair value of the investments in real estate, the
Company has relied on independent third party appraisers who (except as
noted below) performed their formal appraisals as of December 31 in each
calendar year for each property. The Company’s independent auditors have
not audited or reviewed these appraisals. Properties that were purchased
in the fourth quarter of any calendar year were not appraised until
December 31 of the calendar year end following the year of acquisition.
Until first appraised, such properties were valued at cost. While
management believes that values presented fairly reflect current market
conditions, such values are subjective and are based on assumptions,
judgments and estimates that are dependent upon market conditions that
are subject to change without notice and, therefore, may prove to be
inaccurate. Such inaccuracies may have a material impact on the
Company’s overall portfolio valuation. The value of each property will
ultimately be determined by the timing of, and market conditions that
exist upon, the disposition of each property.
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this press release constitute
forward-looking statements within the meaning of the federal securities
laws. These forward-looking statements include, without limitation,
statements concerning projections, predictions, expectations, estimates,
or forecasts as to the Company’s business, financial or operational
results, and future economic performance, as well as statements of
management’s goals and objectives and other similar expressions
concerning matters that are not historical facts. The words “may,”
“believe,” “estimate,” “expect,” “intend,” “plan,” “predict,”
“project,” “forecast,” “potential,” “will,” “would,” “could,” “should,”
“continue,” and similar expressions or their negatives, as well as
statements in future tense, are intended to identify forward-looking
statements, although not all forward-looking statements contain these
identifying words. The Company may not actually achieve the plans,
intentions or expectations disclosed in these forward-looking
statements, and you should not place undue reliance on these
forward-looking statements. Forward-looking statements are based on
management’s beliefs, assumptions and expectations of future
performance, taking into account all information available at the time
those statements are made or management’s good faith belief as of that
time with respect to future events and, accordingly, actual results or
events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements. Furthermore,
these forward-looking statements should be considered as subject to the
many risks and uncertainties that exist in the Company’s operations and
business environment. Such risks and uncertainties could cause actual
results to differ materially from those projected. These uncertainties
include, but are not limited to, economic, business and financial
conditions, the Company’s business strategy and leverage, the Company’s
ability to generate sufficient cash flow to service outstanding
indebtedness, the Company’s ability to obtain outside financing,
availability, terms and deployment of capital, general volatility of the
capital markets and the market price of the Company’s common stock,
industry, interest rates or the general economy, degree and nature of
competition, risks generally associated with real estate acquisitions,
dispositions and development, the Company’s ability to identify farms to
acquire and to complete acquisitions, the Company’s ability to
effectively manage growth, the ability of the Company’s tenants to
successfully manage their business and pay contractual rents when due,
the variability in revenues relating to participating rent from crop
yields, crop prices, the timing of payments or other factors, regulatory
and tax law changes and other risk factors, including those detailed in
the sections of the Company’s most recent 10-Q and other filings with
the SEC titled “Risk Factors”. Except as required by law, the
Company undertakes no obligation to update publicly any forward-looking
statements for any reason after this date to conform these statements to
actual results or changes in the Company’s expectations.
AMERICAN FARMLAND COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
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December 31,
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December 31,
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2015
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2014
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ASSETS:
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Investments in real estate—net
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$171,342,731
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$140,104,858
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Cash and cash equivalents
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14,518,788
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7,466,642
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Rent receivable
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1,766,254
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1,549,175
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Deferred financing costs, net
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558,992
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146,467
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Deferred offering costs
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—
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1,363,388
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Other assets
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2,099,336
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466,282
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TOTAL ASSETS
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$190,286,101
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$151,096,812
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LIABITILIES AND EQUITY:
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LIABILITIES:
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Borrowings under credit facilities
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$27,200,000
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$20,400,000
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Accrued expenses and other liabilities
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2,377,305
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2,856,580
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Subscription received in advance
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—
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5,250,000
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Performance fee payable to AFA
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—
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1,231,398
|
|
Legacy performance fee payable to Agricultural Sub-Adviser
|
|
|
|
1,106,307
|
|
|
|
—
|
|
Management fee payable to AFA
|
|
|
|
—
|
|
|
|
331,143
|
|
Unearned rent
|
|
|
|
834,858
|
|
|
|
1,587,976
|
|
Total Liabilities
|
|
|
|
31,518,470
|
|
|
|
31,657,097
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
EQUITY:
|
|
|
|
|
|
|
|
Common stock, $0.01 par value—300,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
|
16,890,847 shares issued and outstanding at December 31, 2015 and
|
|
|
|
|
|
|
|
|
|
10,436,902 shares issued and outstanding at December 31, 2014
|
|
|
|
168,908
|
|
|
|
104,369
|
|
Preferred stock, $0.01 par value—0 shares issued and outstanding
|
|
|
|
|
|
|
|
|
|
at December 31, 2015 and 29 shares issued and outstanding at
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
|
—
|
|
|
|
—
|
|
Additional paid-in-capital
|
|
|
|
151,266,420
|
|
|
|
105,445,855
|
|
Accumulated deficit
|
|
|
|
(17,644,793
|
)
|
|
|
(6,672,472
|
)
|
Company stockholders’ equity
|
|
|
|
133,790,535
|
|
|
|
98,877,752
|
|
Non-controlling interests in operating partnership
|
|
|
|
24,977,096
|
|
|
|
20,561,963
|
|
Total equity
|
|
|
|
158,767,631
|
|
|
|
119,439,715
|
|
TOTAL LIABILITIES AND EQUITY
|
|
|
|
$190,286,101
|
|
|
|
$151,096,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Operating and Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
Farms owned
|
|
|
|
18
|
|
|
|
17
|
|
Gross acres owned
|
|
|
|
16,136
|
|
|
|
15,378
|
|
Tillable acres owned
|
|
|
|
13,251
|
|
|
|
12,610
|
|
Appraised value of farmland (based on independent third-party
appraisals)
|
|
|
|
$215,835,000
|
|
|
|
$168,781,037
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMERICAN FARMLAND COMPANY AND SUBSIDIARIES
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
OPERATING REVENUES
|
|
|
|
|
|
|
|
|
|
Fixed rent
|
|
|
$1,463,697
|
|
|
$958,237
|
|
|
$5,273,436
|
|
|
$3,289,130
|
|
Participating rent
|
|
|
1,432,670
|
|
|
1,248,386
|
|
|
4,307,950
|
|
|
3,608,309
|
|
Recovery of real estate taxes
|
|
|
134,679
|
|
|
82,112
|
|
|
484,983
|
|
|
310,643
|
|
Other income
|
|
|
19,932
|
|
|
(11,244
|
)
|
|
82,667
|
|
|
52,981
|
|
Total operating revenues
|
|
|
3,050,978
|
|
|
2,277,491
|
|
|
10,149,036
|
|
|
7,261,063
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
616,574
|
|
|
400,862
|
|
|
2,027,091
|
|
|
1,530,911
|
|
Management and performance
fees—related party
|
|
|
144,900
|
|
|
955,350
|
|
|
2,884,756
|
|
|
2,528,255
|
|
Property operating expenses
|
|
|
477,022
|
|
|
422,481
|
|
|
1,594,177
|
|
|
1,351,655
|
|
Acquisition-related expenses
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,712
|
|
Professional fees
|
|
|
647,530
|
|
|
122,326
|
|
|
1,020,882
|
|
|
406,008
|
|
Internalization expense
|
|
|
9,794,745
|
|
|
—
|
|
|
9,794,745
|
|
|
—-
|
|
Sub-advisory fees
|
|
|
413,930
|
|
|
—
|
|
|
413,930
|
|
|
—-
|
|
General and administrative expenses
|
|
|
725,064
|
|
|
123,944
|
|
|
912,489
|
|
|
273,321
|
|
Total operating expenses
|
|
|
12,819,765
|
|
|
2,024,963
|
|
|
18,648,070
|
|
|
6,134,862
|
|
OPERATING (LOSS) INCOME
|
|
|
(9,768,787
|
)
|
|
252,528
|
|
|
(8,499,034
|
)
|
|
1,126,201
|
|
Other (income) expense:
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
(204
|
)
|
|
(184
|
)
|
|
(1,404
|
)
|
|
(1,980
|
)
|
Interest expense and financing costs
|
|
|
191,719
|
|
|
50,804
|
|
|
594,822
|
|
|
119,094
|
|
Total other expense
|
|
|
191,515
|
|
|
50,620
|
|
|
593,418
|
|
|
117,114
|
|
(LOSS) INCOME BEFORE (LOSS) GAIN ON SALE OF ASSETS
|
|
|
(9,960,302
|
)
|
|
201,908
|
|
|
(9,092,452
|
)
|
|
1,009,087
|
|
(Loss) gain on sale of assets
|
|
|
(29,414
|
)
|
|
—
|
|
|
(29,414
|
)
|
|
47,701
|
|
(LOSS) INCOME BEFORE INCOME TAXES
|
|
|
(9,989,716
|
)
|
|
201,908
|
|
|
(9,121,866
|
)
|
|
1,056,788
|
|
Income tax provision
|
|
|
86,016
|
|
|
—
|
|
|
165,848
|
|
|
—
|
|
NET (LOSS) INCOME
|
|
|
(10,075,732
|
)
|
|
201,908
|
|
|
(9,287,714
|
)
|
|
1,056,788
|
|
Less net (loss) income attributable to
non-controlling interests
|
|
|
(1,730,046
|
)
|
|
93,287
|
|
|
(1,413,105
|
)
|
|
346,071
|
|
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY
|
|
|
$(8,345,686
|
)
|
|
$108,621
|
|
|
$(7,874,609
|
)
|
|
$710,717
|
|
(LOSS) EARNINGS PER COMMON SHARE
|
|
|
|
|
|
|
|
|
|
Basic and diluted(1)
|
|
|
$(0.54
|
)
|
|
$0.01
|
|
|
$(0.65
|
)
|
|
$0.07
|
|
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING
|
|
|
|
|
|
|
|
|
|
Basic and diluted(1)
|
|
|
15,456,064
|
|
|
10,419,996
|
|
|
12,041,532
|
|
|
10,404,087
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share(2)
|
|
|
$0.0625
|
|
|
$0.1250
|
|
|
$0.2500
|
|
|
$0.2500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
For the three months and year ended December 31, 2015, the inclusion
of the operating partnership units is antidilutive to loss per
common share and has therefore been excluded in the presentation of
loss per common share.
|
(2)
|
|
In 2014, the Company paid dividends semi-annually.
|
|
|
|
|
|
|
Reconciliation of Net Income Attributable to the Company to FFO, Core
FFO and AFFO Attributable to the Company
The following table sets forth a reconciliation of FFO attributable to
the Company, Core FFO attributable to the Company and AFFO attributable
to the Company to net income attributable to the Company, the most
directly comparable GAAP equivalent, for the periods presented.
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
Net income (loss) attributable to the Company
|
|
|
$(8,345,686
|
)
|
|
$108,621
|
|
|
$(7,874,609
|
)
|
|
$710,717
|
|
Loss (gain) on sale of depreciable real estate
|
|
|
29,414
|
|
|
-
|
|
|
29,414
|
|
|
(47,701
|
)
|
Depreciation
|
|
|
616,574
|
|
|
400,862
|
|
|
2,027,091
|
|
|
1,530,911
|
|
Non-controlling interests' share of above adjustments
|
|
|
(106,366
|
)
|
|
(70,825
|
)
|
|
(349,240
|
)
|
|
(261,213
|
)
|
FFO attributable to the Company
|
|
|
(7,806,064
|
)
|
|
438,658
|
|
|
(6,167,344
|
)
|
|
1,932,714
|
|
Weighted average shares(1)
|
|
|
15,456,064
|
|
|
10,419,996
|
|
|
12,041,532
|
|
|
10,404,087
|
|
FFO attributable to the Company per share
|
|
|
$(0.51
|
)
|
|
$0.04
|
|
|
$(0.51
|
)
|
|
$0.19
|
|
|
|
|
|
|
|
|
|
|
|
FFO attributable to the Company
|
|
|
(7,806,064
|
)
|
|
438,658
|
|
|
(6,167,344
|
)
|
|
1,932,714
|
|
Performance fees—related party(2)
|
|
|
27,184
|
|
|
624,207
|
|
|
1,490,980
|
|
|
1,231,398
|
|
Acquisition-related expenses
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,712
|
|
Internalization expense
|
|
|
9,794,745
|
|
|
—
|
|
|
9,794,745
|
|
|
—
|
|
Non-controlling interests' share of above adjustments(3)
|
|
|
(1,710,591
|
)
|
|
(79,628
|
)
|
|
(1,896,163
|
)
|
|
(169,859
|
)
|
Core FFO attributable to the Company
|
|
|
305,274
|
|
|
983,237
|
|
|
3,222,218
|
|
|
$3,038,965
|
|
Weighted average shares(4)
|
|
|
17,943,770
|
|
|
10,419,996
|
|
|
12,668,570
|
|
|
10,404,087
|
|
Core FFO attributable to the Company per share
|
|
|
$0.02
|
|
|
$0.09
|
|
|
$0.25
|
|
|
$0.29
|
|
|
|
|
|
|
|
|
|
|
|
Core FFO attributable to the Company
|
|
|
305,274
|
|
|
983,237
|
|
|
3,222,218
|
|
|
$3,038,965
|
|
Amortization of deferred financing costs(5)
|
|
|
28,863
|
|
|
9,130
|
|
|
80,272
|
|
|
33,493
|
|
Straight line rent adjustment
|
|
|
(18,811
|
)
|
|
17,660
|
|
|
(26,498
|
)
|
|
8,735
|
|
Non-controlling interests' share of above adjustments
|
|
|
(1,203
|
)
|
|
(4,733
|
)
|
|
(8,728
|
)
|
|
(7,450
|
)
|
AFFO attributable to the Company
|
|
|
$314,123
|
|
|
$1,005,294
|
|
|
$3,267,264
|
|
|
$3,073,743
|
|
Weighted average shares(4)
|
|
|
17,943,770
|
|
|
10,419,996
|
|
|
12,668,570
|
|
|
10,404,087
|
|
AFFO attributable to the Company per share
|
|
|
$0.02
|
|
|
$0.10
|
|
|
$0.26
|
|
|
$0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
For the three months and year ended December 31, 2015, the inclusion
of the operating partnership units is antidilutive to FFO per common
share and has therefore been excluded in the presentation of FFO per
common share.
|
(2)
|
|
The Company’s prior external advisor previously received performance
allocations, which are referred to as performance fees. Upon the
consummation of the internalization transaction and concurrent with
the initial public offering, these fees were no longer payable.
|
(3)
|
|
For the three months and year ended December 31, 2015, includes an
adjustment to account for the impact of non-controlling interests’
share of adjustments to FFO which have not been included in FFO due
to the antidilutive effect of the operating partnership units on the
calculation of FFO per share (see also footnote 1 above).
|
(4)
|
|
For the three months and year ended December 31, 2015, includes the
dilutive and weighted average impact of the operating partnership
units subsequent to the internalization transaction and initial
public offering.
|
(5)
|
|
Amortization of deferred financing costs was previously included as
an add-back to Core FFO, but with the introduction of AFFO as a
reported non-GAAP measure, the Company has reclassified this item as
an adjustment from Core FFO to AFFO.
|
|
|
|
|
|
|
Reconciliation of Net Income Attributable to the Company to NOI
The following table sets forth a reconciliation of NOI to Net Income
Attributable to the Company, the most directly comparable GAAP
equivalent, for the periods presented.
|
|
|
Three Months Ended
December 31,
|
|
Year Ended
December 31,
|
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
Net (Loss) Income attributable to the Company
|
|
|
$(8,345,686
|
)
|
|
$108,621
|
|
$(7,874,609
|
)
|
|
$710,717
|
|
Net (loss) income attributable to non-controlling interests
|
|
|
(1,730,046
|
)
|
|
93,287
|
|
(1,413,105
|
)
|
|
346,071
|
|
Income tax provision
|
|
|
86,016
|
|
|
—
|
|
165,848
|
|
|
—
|
|
Loss (gain) on sale of assets
|
|
|
29,414
|
|
|
—
|
|
29,414
|
|
|
(47,701
|
)
|
Total other expense
|
|
|
191,515
|
|
|
50,620
|
|
593,418
|
|
|
117,114
|
|
Operating (Loss) Income
|
|
|
$(9,768,787
|
)
|
|
$252,528
|
|
$(8,499,034
|
)
|
|
$1,126,201
|
|
Depreciation
|
|
|
616,574
|
|
|
400,862
|
|
2,027,091
|
|
|
1,530,911
|
|
Straight line rent adjustment
|
|
|
(18,811
|
)
|
|
17,660
|
|
(26,498
|
)
|
|
8,735
|
|
Management and performance fees – related party
|
|
|
144,900
|
|
|
955,350
|
|
2,884,756
|
|
|
2,528,255
|
|
Acquisition-related expenses
|
|
|
—
|
|
|
—
|
|
—
|
|
|
44,712
|
|
Professional fees(1)
|
|
|
619,599
|
|
|
114,621
|
|
978,614
|
|
|
386,236
|
|
Internalization expense
|
|
|
9,794,745
|
|
|
—
|
|
9,794,745
|
|
|
—
|
|
Sub-advisory fees
|
|
|
413,930
|
|
|
—
|
|
413,930
|
|
|
—
|
|
General and administrative expenses
|
|
|
725,064
|
|
|
123,944
|
|
912,489
|
|
|
273,321
|
|
NOI
|
|
|
$2,527,214
|
|
|
$1,864,965
|
|
$8,486,093
|
|
|
$5,898,371
|
|
(1)
|
|
Excludes professional fees incurred at the property operating level.
|
|
|
|
|
|
|
Reconciliation of Company Stockholders’ Equity to Net Asset Value
(NAV) per Share
The following table provides a reconciliation of Net Asset Value (NAV)
per fully diluted share to Company stockholders’ equity for the periods
presented.
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
Company stockholders’ equity
|
|
|
$133,790,535
|
|
|
$98,877,752
|
Revaluation adjustment attributable to the Company(1)
|
|
|
36,000,227
|
|
|
21,827,892
|
Company stockholders’ equity determined on the basis of fair value(2)
|
|
|
$169,790,762
|
|
|
$120,705,644
|
Number of fully diluted common shares outstanding
|
|
|
16,890,847
|
|
|
10,436,902
|
NAV per share(3)
|
|
|
$10.05
|
|
|
$11.57
|
(1)
|
|
Represents the difference between the appraised value of each
property and its net book value, after accumulated depreciation and
after adding back any acquisition-related expenses that were
expensed. The revaluation adjustment attributable to the Company
excludes the portion attributable to non-controlling interests.
|
(2)
|
|
Increases in fair value are primarily driven by changes in
independent third-party appraisals, additional development costs and
acquisition-related expenses.
|
(3)
|
|
Net of cumulative dividends paid. The estimated NAV per share
following the company’s October 2015 initial public offering and
giving effect to the $2.52 per share dilutive effect of the initial
public offering and internalization transaction was $9.64 per share.
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20160307006504/en/
Copyright Business Wire 2016