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Farmland Partners Inc.

For the period ended Mar 31, 2025. Filed May 8, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

FPI$8.80+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-31.

0001558370-24-014053

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001558370-25-006962

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 138 previous paragraphs and 112 current paragraphs.

62 unchanged; 45 reworded; 2 added; 27 removed; 4 previous and 3 current paragraphs rearranged.

Tables are not compared: 43 previous and 37 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

While the current uncertainty around terms of international trade going forward has introduced uncertainty around crop pricing and therefore farmer profitability, we believe that the significant role of U.S. crop production vis-a-vis global food demand will lead to only temporary dislocations in crop supply chains for the major commodity crops, and therefore farmland values will not be significantly impacted.

Current report

Income tax expense was negligible during the three months ended March 31, 2025 and remained relatively consistent compared to the three months ended March 31, 2024.
Removed paragraphs (27)

Previous report

On October 16, 2024, the Company and certain of its subsidiaries sold to Farmland Reserve, Inc., a Utah nonprofit corporation (“Farmland Reserve”) a portfolio of 46 farms comprising 41,554 acres of farmland located in Arkansas, Florida, Louisiana, Mississippi, Nebraska, Oklahoma, North Carolina and South Carolina for an aggregate purchase price of $289 million in a single, all-cash transaction (the “Farmland Reserve Transaction”). Approximately $189.4 million of the proceeds from the Farmland Reserve Transaction were used to pay down indebtedness of the Company that carried a weighted average interest rate of 5.77%, which the Company projects will save approximately $10.9 million in annual interest cost. The Company expects to use the remaining proceeds from the sale to (i) fund a special distribution to shareholders after year-end 2024, (ii) repay additional indebtedness and/or repurchase Company shares, and/or (iii) purchase additional farms that management believes are accretive to long-term value creation.

Previous report

Subsequent to September 30, 2024, we have repaid most of our floating rate debt with the proceeds of the Farmland Reserve Transaction. After these repayments, $11.8 million, or 5.7%, of our debt had variable interest rates. However, the Company amended its existing swap agreement to adjust the total notional amount of the Company’s receive-variable/pay-fixed interest rate swap from $33.2 million to $11.8 million, effectively reducing our floating rate exposure to $0.

Previous report

After a 34% increase in exports of corn for the 2023/2024 marketing year (September 2023 to August 2024), the U.S. Department of Agriculture (the “USDA”) estimates corn exports will remain flat for the 2024/2025 marketing year (September 2024 to August 2025). After a 15% decrease in exports of soybeans for the 2023/2024 marketing year, the USDA estimates soybean exports will be up 7% for the 2024/2025 marketing year, due to less competition from South American production.

Previous report

Cost of goods sold totaled $1.6 million for the three months ended September 30, 2024 compared to $0.7 million for the three months ended September 30, 2023. This increase was primarily the result of a higher volume of citrus sold in the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Previous report

Legal and accounting expenses remained relatively flat at $0.5 million and $0.4 million for the three months ended September 30, 2024 and 2023, respectively.

Previous report

Impairment of assets decreased $3.8 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This decrease was the result of a property classified as held for sale as of September 30, 2023 that was written down to its estimated fair value less costs to sell.

Previous report

Income from equity method investment was negligible during the three months ended September 30, 2024 and remained relatively consistent compared to the three months ended September 30, 2023.

Previous report

Income tax (benefit) expense changed from income tax benefit of $0.2 million for the three months ended September 30, 2023 to income tax expense of less than $0.1 million for the three months ended September 30, 2024*.*

Previous report

Comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023

Previous report

Our net income for the nine months ended September 30, 2024 was affected partially by acquisitions and dispositions that occurred since the quarter ended September 30, 2023, as well as severance expense of $1.4 million and higher cost of good sold, partially offset by higher crop sales, lower interest expense and income from forfeited deposits.

Previous report

Rental income decreased $1.6 million, or 5.1%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, resulting primarily from dispositions that occurred in 2023.

Previous report

Crop sales increased $2.5 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This increase was the result of a higher volume of walnut and citrus sales on our directly operated properties.

Previous report

Other revenue remained relatively flat at $3.0 million and $3.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Previous report

Depreciation, depletion and amortization decreased $1.6 million, or 26.8%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This decrease was a result of asset dispositions in 2023 and more assets becoming fully depreciated, partially offset by depreciable assets being placed into service.

Previous report

Property operating expenses decreased $1.1 million, or 16.2%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, resulting from lower tax expenses, insurance and repairs.

Previous report

General and administrative expenses increased $0.8 million, or 10.3%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This increase was driven by a one-time severance expense of $1.4 million during the nine months ended September 30, 2024, partially offset by lower compensation and travel expense. The severance expense was incurred in connection with the previously announced departure of the Company’s former Chief Financial Officer and Treasurer as part of the Company's cost-cutting initiative.

Previous report

Impairment of assets decreased $3.8 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This decrease was the result of a property classified as held for sale as of September 30, 2023 that was written down to its estimated fair value less costs to sell.

Previous report

Other (income) expense changed from other expense of less than $0.1 million for the nine months ended September 30, 2023 to other income of $0.2 million for the nine months ended September 30, 2024. This change is primarily due to proceeds related to an easement, partially offset by a loss on debt modification due to the amendment of the Rutledge Facility.

Previous report

(Income) loss from equity method investment changed from loss from equity method investment of $0.0 million for the nine months ended September 30, 2023 to income from equity method investment of $0.1 million for the nine months ended September 30, 2024.

Previous report

Gain on disposition of assets, net decreased $21.3 million, or 91.9%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The gain on sale of assets during the nine months ended September 30, 2024 was due to the recognition of gains from the sale of two properties in 2023 that had previously been deferred and the disposal of fixed assets, while the gain on sale of assets during the nine months ended September 30, 2023 was attributable to dispositions of 54 properties, as well as the disposal of fixed assets.

Previous report

Interest expense decreased $1.2 million, or 7.2%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This decrease was the result of lower outstanding debt, partially offset by higher interest rates.

Previous report

Income tax (benefit) expense changed from income tax benefit of $0.2 million for the nine months ended September 30, 2023 to income tax expense of less than $0.1 million for the nine months ended September 30, 2024.

Previous report

On May 6, 2022, we entered into equity distribution agreements under which we issued and sold from time to time, through sales agents, shares of our common stock having an aggregate gross sales price of up to $100.0 million in an at-the-market offering program (the “ATM Program”). The ATM Program was intended to provide cost-effective financing alternatives in the capital markets. The ATM Program expired on April 9, 2024 in connection with the expiration of the Company’s shelf registration statement on Form S-3 (File No. 333-254834) (the “2021 Shelf Registration Statement”). On May 8, 2024, we filed a new shelf registration statement on Form S-3 (File No. 333-279210), which was declared effective by the SEC on May 17, 2024 (the “2024 Shelf Registration Statement”), pursuant to which we may issue and sell additional equity or debt securities. The Company does not currently have an at-the-market offering program, but may enter into a new equity distribution agreement in the future pursuant to which sales may be made under the 2024 Shelf Registration Statement.

Previous report

Subsequent to September 30, 2024, we completed 52 farm dispositions under two transactions for aggregate consideration of approximately $308.0 million. Approximately $189.4 million of the proceeds were used to pay down indebtedness that carried a weighted average interest rate of 5.77%, which we project will save approximately $10.9 million in annual interest cost. We expect to use the remaining proceeds from the sale to (i) fund a special distribution to shareholders after year-end 2024, (ii) repay additional indebtedness and/or repurchase shares, and/or (iii) purchase additional farms that we believe are accretive to long-term value creation.

Previous report

Comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023

Previous report

months ended September 30, 2023. We believe that excluding these costs from AFFO improves the comparability of our results over each reporting period.
Reworded paragraphs (45)

Previous wording

We make statements in this Quarterly Report on Form 10-Q that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). These forward-looking statements include, without limitation, statements concerning pending acquisitions and dispositions, projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results, future stock repurchases and other transactions affecting our capitalization, our dividend policy, including any intentions with respect to the payment of special dividends, future economic performance, crop yields and prices and future rental rates for our properties, ongoing litigation, as well as statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. When we use the words “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, we intend to identify forward-looking statements. Although we believe 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: the ongoing war in Ukraine and the ongoing conflict in the Middle East and their impacts on our tenants’ businesses and the farm economy generally, changes in trade policies in the United States and other countries that import U.S. agricultural products, high inflation and elevated interest rates, the onset of an economic recession in the United States and other countries that impact the farm economy, extreme weather events, such as droughts, tornadoes, hurricanes or floods, the impact of future public health crises on our business and on the economy and capital markets generally, general volatility of the capital markets and the market price of our common stock, changes in our business strategy, availability, terms and deployment of capital, our ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all, availability of qualified personnel, changes in our industry or the general economy, the degree and nature of our competition, the outcomes of ongoing litigation, our ability to identify new acquisitions or dispositions and close on pending acquisitions or dispositions and the other factors described in the risk factors described in Item 1A, “Risk Factors” of our Annual Report on Form…

Excerpt shortened here; the source contains the full paragraph.

Current wording

We make statements in this Quarterly Report on Form 10-Q that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). These forward-looking statements include, without limitation, statements concerning pending acquisitions and dispositions, projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results, future stock repurchases and other transactions affecting our capitalization, our dividend policy, future economic performance, crop yields and prices and future rental rates for our properties, ongoing litigation, as well as statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. When we use the words “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, we intend to identify forward-looking statements. Although we believe 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: the ongoing war in Ukraine and the ongoing conflicts in the Middle East and their impact on our tenants’ businesses and the farm economy generally, changes in trade policies in the United States and other countries that import U.S. agricultural products, high inflation and elevated interest rates, the onset of an economic recession in the United States and other countries that impact the farm economy, extreme weather events, such as droughts, tornadoes, hurricanes, wildfires or floods, the impact of future public health crises on our business and on the economy and capital markets generally, general volatility of the capital markets and the market price of our common stock, changes in our business strategy, availability, terms and deployment of capital, our ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all, availability of qualified personnel, changes in our industry or the general economy, the degree and nature of our competition, the outcomes of ongoing litigation, our ability to identify new acquisitions or dispositions and close on pending acquisitions or dispositions and the other factors described in the risk factors described in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, and in other documen…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Our primary strategic objective is to utilize our position as a leading institutional acquirer, owner and manager of high-quality farmland located in agricultural markets throughout North America to deliver strong risk adjusted returns to investors through a combination of cash dividends and asset appreciation. As of September 30, 2024, we owned farms with an aggregate of approximately 134,700 acres in Arkansas, California, Colorado, Florida, Illinois, Indiana, Kansas, Louisiana, Mississippi, Missouri, Nebraska, North Carolina, Oklahoma, South Carolina and Texas. In addition, as of September 30, 2024, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand and served as property manager for approximately 47,800 acres, including farms in Iowa. As of September 30, 2024, approximately 70% of our portfolio (by value) was used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, and approximately 30% was used to produce specialty crops, such as almonds, pistachios, citrus, strawberries, and edible beans. We believe our portfolio gives investors the economic benefit of increasing global

Current wording

Our primary strategic objective is to utilize our position as a leading institutional acquirer, owner and manager of high-quality farmland located in agricultural markets throughout North America to deliver strong risk adjusted returns to investors through a combination of cash dividends and asset appreciation. As of March 31, 2025, we owned farms with an aggregate of approximately 92,400 acres in Arkansas, California, Colorado, Illinois, Indiana, Kansas, Louisiana, Missouri, Nebraska, South Carolina, Texas and West Virginia. In addition, as of March 31, 2025, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand and served as property manager for approximately 46,800 acres of farmland, including farms in Colorado, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, North Carolina, Ohio and South Carolina. As of March 31, 2025, approximately 60% of our portfolio (by value) was used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, and approximately 40% was used to produce specialty crops, such as almonds, pistachios, citrus, avocados, strawberries, and edible beans. We believe our portfolio gives investors the economic benefit of increasing global food demand in the face of growing scarcity

Previous wording

food demand in the face of growing scarcity of high-quality farmland and will continue to reflect the approximate allocation of U.S. agricultural output between primary crops and animal protein (whose production relies principally on primary crops as feed), on one hand, and specialty crops, on the other.

Current wording

of high-quality farmland and will continue to reflect the approximate allocation of U.S. agricultural output between primary crops and animal protein (whose production relies principally on primary crops as feed), on one hand, and specialty crops, on the other.

Previous wording

In addition, under the FPI Loan Program, we make loans to third-party farmers (both tenant and non-tenant) to provide financing for property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and for other farming and agricultural real estate related projects.

Current wording

In addition, under the FPI Loan Program, we make loans to third-party farmers (both tenant and non-tenant) and landowners to provide financing for property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and for other farming, agricultural and other real estate related projects.

Previous wording

FPI was incorporated in Maryland on September 27, 2013, and is the sole member of the sole general partner of the Operating Partnership, which is a Delaware limited partnership that was formed on September 27, 2013. All of FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and its wholly owned subsidiaries. As of September 30, 2024, FPI owned 97.5% of the Common units and none of the Series A preferred units. See “Note 9—Stockholders’ Equity and Non-controlling Interests” within the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding the non-controlling interests.

Current wording

FPI was incorporated in Maryland on September 27, 2013, and is the sole member of the sole general partner of the Operating Partnership, which is a Delaware limited partnership that was formed on September 27, 2013. All of FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and its wholly owned subsidiaries. As of March 31, 2025, FPI owned 97.4% of the Common units and none of the Series A preferred units. See “Note 9—Stockholders’ Equity and Non-controlling Interests” within the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding the non-controlling interests.

Previous wording

leases have variable rents based on the revenue generated by our farm-operator tenants. We believe that this mix of fixed and variable rents will help insulate us from the variability of farming operations and reduce our credit-risk exposure to farm-operator tenants while making us an attractive landlord in certain regions where variable leases are customary. However, we may be exposed to tenant credit risk and farming operation risks, particularly with respect to leases that do not require advance payment of 100% of the fixed rent, variable rent arrangements and leases with terms greater than one year.

Current wording

Our principal source of revenue is rent from tenants that conduct farming operations on our farmland. The majority of the leases that are in place as of the date of this Quarterly Report on Form 10-Q have fixed rent payments. Some of our leases have variable rents based on the revenue generated by our farm-operator tenants. We believe that this mix of fixed and variable rents will help insulate us from the variability of farming operations and reduce our credit-risk exposure to farm-operator tenants while making us an attractive landlord in certain regions where variable leases are customary. However, we may be exposed to tenant credit risk and farming operation risks, particularly with respect to leases that do not require advance payment of 100% of the fixed rent, variable rent arrangements and leases with terms greater than one year.

Previous wording

Food prices were near record highs even before the invasion of Ukraine. Ukraine and the Russian Federation represent large portions of global trade in a variety of agricultural products (e.g., 34% of global wheat exports, according to the International Food Policy Research Institute). The disruption in farming operations in Ukraine, and trade from the Black Sea region has stressed the food supply for many countries that depend on imports of agricultural products from the region, such as Egypt (wheat for food products) and China (corn for livestock).

Current wording

Ukraine and the Russian Federation represent large portions of global trade in a variety of agricultural products (e.g., 34% of global wheat exports, according to the International Food Policy Research Institute). The disruption in farming operations in Ukraine, and trade from the Black Sea region has stressed the food supply for many countries that depend on imports of agricultural products from the region, such as Egypt (wheat for food products) and China (corn for livestock).

Previous wording

Most of our farming leases have lease terms of three years for row crops and up to seven years for permanent crops, pursuant to which each tenant is responsible for substantially all of the operating expenses related to the property, including maintenance, water usage and insurance. As a result, we believe that the effect on us of inflationary increases in operating expenses are borne largely by our tenants under the terms of their leases, and inflationary increases in farmer profitability generally lead to increased rents upon lease renewals, as we experienced in the most recent renewal cycle in late 2023. Furthermore, high levels of inflation prompted the Board of Governors of the United States Federal Reserve (the “Federal Reserve”) to increase the federal funds rate (the rate the Federal Reserve charges member banks for overnight funds) eleven times between March 2022 and July 2023, which led to a significant increase in market short- and long-term interest rates beginning in early 2022. This increase in rates has significantly increased the cost of our floating rate debt and has also significantly increased the cost of certain of our MetLife debt with interest rates that have been reset since the beginning of 2022. However, we have recently repaid most of our floating rate debt with the proceeds of the Farmland Reserve Transaction. Moreover, the Federal Reserve lowered the federal funds rate in September 2024, and has signaled the possibility of future rate cuts, which we anticipate will have a favorable impact on the cost of debt for the Company moving forward. However, interest rates remain high, and there can be no certainty as to the occurrence, timing or magnitude of future rate cuts by the Federal Reserve.

Current wording

Most of our farming leases have lease terms of three years for row crops and up to seven years for permanent crops, pursuant to which each tenant is responsible for substantially all of the operating expenses related to the property, including maintenance, water usage and insurance. As a result, we believe that the effect on us of inflationary increases in operating expenses are borne largely by our tenants under the terms of their leases, and inflationary increases in farmer profitability generally lead to increased rents upon lease renewals, as we experienced in the most recent renewal cycle in late 2023. Furthermore, high levels of inflation prompted the Board of Governors of the United States Federal Reserve (the “Federal Reserve”) to increase the federal funds rate (the rate the Federal Reserve charges member banks for overnight funds) eleven times between March 2022 and July 2023, which led to a significant increase in market short- and long-term interest rates beginning in early 2022. This increase in rates has significantly increased the cost of our floating rate debt and has also significantly increased the cost of certain of our MetLife debt with interest rates that have been reset since the beginning of 2022. However, we have recently repaid most of our floating rate debt with the proceeds from dispositions. Moreover, the Federal Reserve lowered the federal funds rate in September, November and December 2024. We anticipate future rate cuts, if any, will have a favorable impact on the cost of debt for the Company moving forward. However, interest rates remain high, and the Federal Reserve has most recently signaled that it will not be making rate cuts over the next several quarters.

Previous wording

The principal factors affecting our operating results and the value of our farmland include long-term global demand for food relative to the global supply of food; farmland fundamentals and economic conditions in the markets in which we own farmland; and our ability to increase or maintain rental revenues while controlling expenses. We are currently in an environment of appreciating land values, driven by, among other things, inflation, strong commodity prices (further exacerbated by the war in Ukraine) and an outlook for high levels of farmer profitability. Sustained high interest rates can serve as a counter-balancing external factor to this favorable environment. Each year additional farmland in various portions of the world, including the United States, is repurposed for commercial development, thus decreasing the land acreage available for production of grains, oil seeds, permanent and specialty crops necessary to feed the world’s growing population. Although farmland prices may show a decline from time to time, we believe that any reduction in U.S. farmland

Current wording

The principal factors affecting our operating results and the value of our farmland include long-term global demand for food relative to the global supply of food; farmland fundamentals and economic conditions in the markets in which we own farmland; and our ability to increase or maintain rental revenues while controlling expenses. We are currently in an environment of appreciating land values, driven by, among other things, inflation, strong commodity prices and an outlook for high levels of farmer profitability. Sustained high interest rates can serve as a counter-balancing external factor to this favorable environment. Each year additional farmland in various portions of the world, including the United States, is repurposed for commercial development, thus decreasing the land acreage available for production of grains, oil seeds, permanent and specialty crops necessary to feed the world’s growing population. Although farmland prices may show a decline from time to time, we believe that any reduction in U.S. farmland values overall is likely to be short-lived as global demand for food and agricultural commodities typically exceeds global supply and quality farmland becomes scarcer.

Previous wording

Despite advances in income, according to “The State of Food Security and Nutrition in the World 2024,” a report by the UN FAO, 2.33 billion people were facing moderate to severe food insecurity in 2023. The ongoing war in Ukraine has disrupted supply chains and affected the prices of grain, fertilizer, and energy, further stressing food supplies for developing countries that are dependent on food imports.

Current wording

Despite advances in income, according to “The State of Food Security and Nutrition in the World 2024,” a report by the United Nations Food and Agriculture Organization, 2.33 billion people were facing moderate to severe food insecurity in 2023. The ongoing war in Ukraine has disrupted supply chains and affected the prices of grain, fertilizer, and energy, further stressing food supplies for developing countries that are dependent on food imports.

Previous wording

Farmland values are typically very stable, often showing modest increases even in years of commodity price weakness. We expect this trend to continue, with modest but consistent annual increases that compound into significant appreciation in the long term. Under certain market conditions, as in 2021, 2022 and 2023, with strong commodity prices and farmer profitability, there are periods of accelerating appreciation in farmland values. Leases renegotiated under the robust market conditions experienced in 2021, 2022, and 2023 reflected significant rent increases. While the pace of appreciation and transaction volume slowed in 2023 and early 2024, these metrics remain strong relative to long-term trends.

Current wording

Farmland values are typically very stable, often showing modest increases even in years of commodity price weakness. We expect this trend to continue, with modest but consistent annual increases that compound into significant appreciation in the long term. Under certain market conditions, as in 2021, 2022 and 2023, with strong commodity prices and farmer profitability, there are periods of accelerating appreciation in farmland values. Leases renegotiated under the robust market conditions experienced in 2021, 2022, and 2023 reflected significant rent increases. While the pace of appreciation and transaction volume slowed in 2023 and 2024, these metrics remain strong relative to long-term trends.

Previous wording

We believe quality farmland in the United States has a near-zero vacancy rate as a result of the supply and demand fundamentals discussed above. We believe that due to the relatively high fixed costs associated with farming operations (including equipment, labor and knowledge), many farm operators choose to rent additional acres of farmland when it becomes available in order to allocate their fixed costs over additional acres. Our view is that rental rates for farmland are a function of farmland operators’ view of the long-term profitability of farmland, and that many farm operators will compete for farmland even during periods of decreased profitability due to the scarcity of farmland available to rent. Furthermore, because it is generally customary in the industry to provide the existing tenant with the opportunity to re-lease the land at the end of each lease term, we believe that many farm operators will rent additional land that becomes available in order to control the ability to farm that land in future periods. As a result, in our experience, many farm operators will aggressively pursue rental opportunities in their operable geographic area, even when the farmer anticipates lower profits returns or even short-term losses. As we move into an environment with lower grain prices, combined with higher interest rates, we are monitoring the financial health and liquidity of our tenants.

Current wording

We believe quality farmland in the United States has a near-zero vacancy rate as a result of the supply and demand fundamentals discussed above. We believe that due to the relatively high fixed costs associated with farming operations (including equipment, labor and knowledge), many farm operators choose to rent additional acres of farmland when it becomes available in order to allocate their fixed costs over additional acres. Our view is that rental rates for farmland are a function of farmland operators’ view of the long-term profitability of farmland, and that many farm operators will compete for farmland even during periods of decreased profitability due to the scarcity of farmland available to rent. Furthermore, because it is generally customary in the industry to provide the existing tenant with the opportunity to re-lease the land at the end of each lease term, we believe that many farm operators will rent additional land that becomes available in order to control the ability to farm that land in future periods. As a result, in our experience, many farm operators will aggressively pursue rental opportunities in their operable geographic area, even when the farmer anticipates lower profits returns or even short-term losses.

Previous wording

While many people assume that short-term crop prices have a great impact on farm values, we believe that long-term farmer profitability and revenue per acre, expressed as crop prices multiplied by crop yield, is a much more significant driver of farm value. Crop yield trends in corn and soybeans have been steadily increasing over the last thirty years. After yields for the 2022/2023 marketing year (September 2022 to August 2023) decreased slightly for both corn and soybeans compared to the previous year, the U.S. Department of Agriculture projects yields to increase slightly for the 2023/2024 marketing year (September 2023 to August 2024). Short-term crop price changes have had little effect historically on farmland values. They also have a limited impact on our rental revenue, as most of our leases provide for fixed farm rents, a common approach in agricultural markets, especially with respect to row crops. Fixed farm rent significantly simplifies the administrative requirements for the landlord and the tenant, as farmers benefit from the fundamental revenue hedging that occurs when large crop yields mitigate the effect of lower crop prices. Similarly, lower crop yields have a tendency to trigger higher crop prices and help increase revenue even when confronted by lower crop yields. Such hedging effect also limits the impact of short-term crop price changes on revenues generated by leases with a variable rent component based on farm revenues. Further risk mitigation is available to tenants, and indirectly to us, via crop insurance and hedging programs implemented by tenants. Our TRS also takes advantage of these risk mitigation programs and strategies with respect to the properties it directly operates.

Current wording

While many people assume that short-term crop prices have a great impact on farm values, we believe that long-term farmer profitability and revenue per acre, expressed as crop prices multiplied by crop yield, is a much more significant driver of farm value. Crop yield trends in corn and soybeans have been steadily increasing over the last thirty years. After yields for the 2023/2024 marketing year (September 2023 to August 2024) increased slightly for both corn and soybeans compared to the previous year, the U.S. Department of Agriculture (the “USDA”) projects that yields will not change significantly for the 2024/2025 marketing year (September 2024 to August 2025). Short-term crop price changes have had little effect historically on farmland values. They also have a limited impact on our rental revenue, as most of our leases provide for fixed farm rents, a common approach in agricultural markets, especially with respect to row crops. Fixed farm rent significantly simplifies the administrative requirements for the landlord and the tenant, as farmers benefit from the fundamental revenue hedging that occurs when large crop yields mitigate the effect of lower crop prices. Similarly, lower crop yields have a tendency to trigger higher crop prices and help increase revenue even when confronted by lower crop yields. Such hedging effect also limits the impact of short-term crop price changes on revenues generated by leases with a variable rent component based on farm revenues. Further risk mitigation is available to tenants, and indirectly to us, via crop insurance and hedging programs implemented by tenants. Our TRS also takes advantage of these risk mitigation programs and strategies with respect to the properties it directly operates.

Previous wording

Crop prices are affected by many factors that can differ on a yearly basis. Weather conditions and crop diseases can create a significant risk of price volatility. Changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets and eruptions of military conflicts, such as the war in Ukraine and the ongoing conflict in the Middle East, or civil unrest also impact crop prices.

Current wording

Crop prices are affected by many factors that can differ on a yearly basis. Weather conditions and crop diseases can create a significant risk of price volatility. Changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets and eruptions of military conflicts, such as the war in Ukraine and the ongoing conflicts in the Middle East, or civil unrest also impact crop prices.

Previous wording

The Federal Reserve engaged in a series of significant increases in the federal funds rate between March 2022 and July 2023. The federal funds rate is the rate the Federal Reserve charges member banks for overnight funds. Changes to the federal funds rate affect all borrowing rates, and for variable rate debt and debt with rates that reset periodically, such changes have a direct and relatively immediate impact. The Federal Reserve lowered the federal funds rate from recent highs in September 2024 and has signaled the possibility of further rate cuts, but interest rates remain high, and there can be no certainty as to the occurrence, timing or magnitude of future rate cuts by the Federal Reserve.

Current wording

The Federal Reserve engaged in a series of significant increases in the federal funds rate between March 2022 and July 2023. The federal funds rate is the rate the Federal Reserve charges member banks for overnight funds. Changes to the federal funds rate affect all borrowing rates, and for variable rate debt and debt with rates that reset periodically, such changes have a direct and relatively immediate impact. The Federal Reserve lowered the federal funds rate from recent highs in September 2024, which was followed by additional rate cuts in November and December 2024. However, interest rates remain high, and the Federal Reserve has most recently signaled that it will not be making rate cuts over the next several quarters.

Previous wording

As of September 30, 2024, $136.0 million of our outstanding indebtedness was subject to interest rates that reset before maturity (excluding our floating rate debt). As of January 1, 2024, $43.9 million was subject to rate resets in 2024. $16.8 million has been reset as of September 30, 2024, of which $8.4 million was repaid in October 2024. The remaining $27.1 million that was scheduled to reset in the fourth quarter was also subsequently repaid.

Current wording

As of March 31, 2025, $76.9 million of our outstanding indebtedness was subject to interest rates that reset before maturity (excluding our floating rate debt). There is no debt subject to interest rate resets in 2025.

Previous wording

At September 30, 2024, $111.4 million, or 28.3%, of our debt had variable interest rates, however, as stated in “Note 10—Hedge Accounting” to the accompanying consolidated financial statements, the Company has an interest rate swap with Rabobank for $33.2 million, which reduces floating rate exposure to $78.2 million. After adjusting the $33.2 million of swapped Rabobank debt as fixed rate debt, the ratio of floating rate debt to total debt decreased to 19.8%.

Current wording

At March 31, 2025, $11.8 million, or 5.8%, of our debt had variable interest rates, however, as stated in “Note 10—Hedge Accounting” to the accompanying consolidated financial statements, we have an interest rate swap with Rabobank for $11.8 million, which effectively reduces our floating rate exposure to $0.0 million.

Previous wording

We expect that future changes in interest rates will impact our overall operating performance by, among other things, affecting our borrowing costs and borrowing costs of our tenants. While we may seek to manage our exposure to future changes in rates through interest rate swap agreements or interest rate caps, portions of our overall outstanding debt will likely remain at floating rates or subject to interest rates that reset periodically. In addition, if interest rates begin to rise again, farmland prices may decline if the rise in real interest rates (nominal interest rates minus the inflation rate) is not accompanied by rises in the general levels of inflation. However, our business model anticipates that over time the value of our farmland will increase, as it has in the past, at a rate that is equal to or greater than the rate of inflation, which may in part offset the impact of rising interest rates on the value of our farmland, but there can be no guarantee that this appreciation will occur to the extent that we anticipate or at all.

Current wording

We expect that future changes in interest rates will impact our overall operating performance by, among other things, affecting our borrowing costs and borrowing costs of our tenants. While we may seek to manage our exposure to future changes in rates through interest rate swap agreements or interest rate caps, portions of our overall outstanding debt will likely remain at floating rates or subject to interest rates that reset periodically. In addition, if interest rates begin to rise again, farmland prices may decline if the rise in real interest rates (nominal interest rates minus the inflation rate) is not accompanied by rises in the general levels of inflation. However, our business model anticipates that over time the value of our farmland will increase, as it has in the past, at a rate that is equal to or greater than the rate of inflation, which may

Previous wording

According to the USDA Outlook for Agricultural Trade, the top three export countries from the United States were China, Mexico, and Canada. Exports to China for fiscal year 2023 (October 2022 to September 2023) were $33.7 billion, down 7% from 2022. Exports to Canada were $27.9 billion, down 3% from 2022. Exports to Mexico were $28.2 billion, up 1% from 2022. Exports to China for fiscal year 2024 are forecast to decrease to $27.7 billion, while exports to Mexico and Canada are expected to increase slightly to $28.7 billion and $28.4 billion, respectively.

Current wording

According to the USDA, approximately 10-20% of domestic corn production and 40-60% of domestic soybean production is exported. According to the USDA Outlook for Agricultural Trade, the top three export countries from the United States were China, Mexico, and Canada. Exports to China for fiscal year 2024 (October 2023 to September 2024) were $25.7 billion, down 23% from 2023. Exports to Canada were $29.0 billion, up 3% from 2023. Exports to Mexico were $30.0 billion, up 7% from 2023.

Previous wording

Our net income for the three months ended September 30, 2024 was affected partially by acquisitions and dispositions that occurred since the quarter ended September 30, 2023, as well as higher cost of goods sold, partially offset by higher crop sales and lower interest expense.

Current wording

Our net income for the three months ended March 31, 2025 was primarily affected by dispositions that occurred in 2024 and 2025, as well as higher crop sales, interest income, proceeds from a solar lease arrangement with a tenant, and lower interest expense, partially offset by lower income from forfeited deposits and higher cost of goods sold.

Previous wording

Rental income decreased $0.4 million, or 3.8%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, resulting primarily from dispositions that occurred in 2023.

Current wording

Rental income decreased $3.2 million, or 31.7%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, resulting primarily from dispositions that occurred in 2024, partially offset by proceeds from a solar lease arrangement with a tenant.

Previous wording

Crop sales totaled $2.6 million for the three months ended September 30, 2024 compared to $0.8 million for the three months ended September 30, 2023. This increase was the result of a higher volume of citrus sales on our directly operated properties.

Current wording

Crop sales increased $0.2 million, or 28.3%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase was the result of a higher price of walnuts on our directly operated properties.

Previous wording

Other revenue increased $0.3 million, or 42.3%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This increase was primarily due to an increase in auction and brokerage income, property management income and interest income as a result of a higher average balance outstanding on loans under the FPI Loan Program.

Current wording

Other revenue increased $1.3 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase was primarily due to a higher average balance on loans under the FPI Loan Program and financing receivables causing an increase in interest income.

Previous wording

Depreciation, depletion and amortization decreased $0.5 million, or 25.7%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This decrease was a result of asset dispositions in 2023 and more assets becoming fully depreciated, partially offset by depreciable assets being placed into service.

Current wording

Depreciation, depletion and amortization decreased $0.3 million, or 20.8%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was a result of asset dispositions in 2024 and more assets becoming fully depreciated.

Previous wording

Property operating expenses decreased $0.1 million, or 6.8%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, resulting from lower insurance and repairs.

Current wording

Property operating expenses decreased $0.3 million, or 17.7%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, resulting from lower tax and insurance expense primarily due to dispositions that occurred in 2024.

Previous wording

Cost of goods sold increased $0.3 million, or 9.5%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This increase was primarily the result of a higher volume of citrus sold.

Current wording

Cost of goods sold increased $0.1 million, or 22.7%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase was primarily the result of increased costs of water and tree pruning, partially offset by lower impairment expense.

Previous wording

Acquisition and due diligence costs were negligible during the nine months ended September 30, 2024 and remained relatively consistent compared to the nine months ended September 30, 2023.

Current wording

Acquisition and due diligence costs were negligible during the three months ended March 31, 2025 and remained relatively consistent compared to the three months ended March 31, 2024.

Previous wording

General and administrative expenses remained relatively flat at $2.6 million and $2.7 million for the three months ended September 30, 2024 and 2023, respectively.

Current wording

General and administrative expenses remained flat at $2.6 million for the three months ended March 31, 2025 and 2024.

Previous wording

Legal and accounting expenses increased $0.3 million, or 34.4%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. Despite this percentage increase, legal and accounting expense continues to be substantially lower than in the past and a very manageable element of the Company’s expense structure.

Current wording

Legal and accounting expenses increased $0.1 million, or 33.3%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Despite this increase, legal and accounting expense continues to be substantially lower than in the past and a very manageable element of the Company’s expense structure.

Previous wording

Other income remained relatively flat at $0.1 million and $0.0 million for the three months ended September 30, 2024 and 2023, respectively.

Current wording

Other income remained relatively flat at $0.1 million for the three months ended March 31, 2025 and 2024.

Previous wording

Other operating expenses remained relatively flat at $0.0 million and $0.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

(Income) loss from equity method investment remained relatively flat at $0.0 million and $0.1 million for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Gain on disposition of assets decreased $8.3 million, or 80.8%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The gain on sale of assets during the three months ended September 30, 2024 was due to the recognition of gains from the sale of two properties in 2023 that had previously been deferred and the disposal of fixed assets, while the gain on sale of assets during the three months ended September 30, 2023 was attributable to dispositions of 35 properties, as well as the disposal of fixed assets.

Current wording

(Gain) loss on disposition of assets, net changed from a net loss on disposition of assets of $0.1 million for the three months ended March 31, 2024 to a net gain on disposition of assets of $0.8 million for the three months ended March 31, 2025. The net loss on disposition of assets during the three months ended March 31, 2024 was attributable to the dispositions of fixed assets while the gain on disposition of assets during the three months ended March 31, 2025 was attributable to dispositions of two properties, as well as the disposal of fixed assets.

Previous wording

(Income) from forfeited deposits was $1.2 million for the nine months ended September 30, 2024 compared to $0.0 million for the nine months ended September 30, 2023, due to the termination of a repurchase agreement and the retention of $1.2 million in earnest money payments.

Current wording

(Income) from forfeited deposits was $0.0 million for the three months ended March 31, 2025 compared to $1.2 million for the three months ended March 31, 2024, due to the termination of a repurchase agreement and the retention of $1.2 million in earnest money payments that occurred during the three months ended March 31, 2024.

Previous wording

Interest expense decreased $0.7 million, or 11.8%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This decrease was the result of lower outstanding debt, partially offset by higher interest rates.

Current wording

Interest expense decreased $2.4 million, or 47.6%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was the result of lower outstanding debt primarily attributable to debt repayments totaling $239.5 million during the year ended December 31, 2024 and a lower weighted average interest rate due to a reduction in our exposure to variable interest rates.

Previous wording

High levels of inflation prompted the Federal Reserve to increase interest rates between March 2022 and July 2023, which has resulted in increased interest expense. The Federal Reserve lowered the federal funds rate from recent highs in September 2024 and has signaled the possibility of further rate cuts, but interest rates remain high, and there can be no certainty as to the occurrence, timing or magnitude of future rate cuts by the Federal Reserve. We expect to meet our liquidity needs through cash on hand, undrawn availability under our lines of credit ($132.1 million in availability as of September 30, 2024 and $168.9 million as of the date of this report), operating cash flows, borrowings, proceeds from equity issuances and selective asset dispositions where such dispositions are deemed to be in the best interests of the Company.

Current wording

Despite cuts in the federal funds rate by the Federal Reserve in September, November and December 2024, interest rates remain high, and the Federal Reserve has most recently signaled that it will not be making rate cuts over the next several quarters. We expect to meet our liquidity needs through cash on hand, undrawn availability under our lines of credit ($167.4 million in availability as of March 31, 2025), operating cash flows, borrowings, proceeds from equity issuances and selective asset dispositions where such dispositions are deemed to be in the best interests of the Company. The Company also has an effective shelf-registration statement that it may use to issue equity or debt securities to raise capital from time to time.

Previous wording

When material debt repayments are due within the following 12 months, we work with current and new lenders and other potential sources of capital sufficiently in advance of the debt maturity to ensure that all of our obligations are satisfied in a timely manner. We have a history of being able to refinance or extend our debt obligations to manage our debt maturities. Our ability to access the equity capital markets will depend on a number of factors as well, including general market conditions. The Company has $25.0 million in debt maturities due within the next 12 months.

Current wording

When material debt repayments are due within the following 12 months, we work with current and new lenders and other potential sources of capital sufficiently in advance of the debt maturity to ensure that all of our obligations are satisfied in a timely manner. We have a history of being able to refinance or extend our debt obligations to manage our debt maturities. Our ability to access the equity capital markets will depend on a number of factors as well, including general market conditions. As of March 31, 2025, we had $92.1 million in debt maturities due within the next 12 months. Subsequent to March 31, 2025, $25.0 million was repaid upon maturity of Farmer Mac Bond #6 and Farmer Mac Bond #7. See “Note 12—Subsequent Events” for additional information.

Previous wording

During the nine months ended September 30, 2024, we repurchased no shares of our common stock. We currently have authority to repurchase up to an aggregate of $83.3 million in additional shares of our common stock.

Current wording

During the three months ended March 31, 2025, we repurchased 63,023 shares of our common stock at a weighted average price of $11.74 per share. As of March 31, 2025, we had the authority to repurchase up to an aggregate of $55.0 million in additional shares of our common stock.

Previous wording

The following table summarizes our cash flows for the nine months ended September 30, 2024 and 2023:

Current wording

The following table summarizes our cash flows for the three months ended March 31, 2025 and 2024:

Previous wording

As of September 30, 2024, we had $8.1 million of cash and cash equivalents compared to $6.1 million at September 30, 2023.

Current wording

As of March 31, 2025, we had $21.7 million of cash and cash equivalents compared to $6.2 million at March 31, 2024.

Previous wording

Net cash and cash equivalents provided by operating activities decreased by $4.2 million primarily as a result of the following:

Current wording

Net cash and cash equivalents provided by operating activities decreased by $5.5 million primarily as a result of the following:

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Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

in part offset the impact of rising interest rates on the value of our farmland, but there can be no guarantee that this appreciation will occur to the extent that we anticipate or at all.

Current report — wording carried from elsewhere

Comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024

Current report — wording carried from elsewhere

on an annual basis, which eliminates impacts of seasonality and other similar factors that may cause our quarterly results to vary during the course of the year.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

Our principal source of revenue is rent from tenants that conduct farming operations on our farmland. The majority of the leases that are in place as of the date of this Quarterly Report on Form 10-Q have fixed rent payments. Some of our

Previous report — wording carried elsewhere

values overall is likely to be short-lived as global demand for food and agricultural commodities typically exceeds global supply and quality farmland becomes scarcer.

Previous report — wording carried elsewhere

We do not, however, believe that FFO is the only measure of our operating performance. 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 our operating performance. Therefore, in addition to FFO, we present 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 our operating performance. Even AFFO, however,

Previous report — wording carried elsewhere

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.