Paul Pittman
Analyst · FBR. Please go ahead
Thank you, Luca. So this is probably the most important conference call that we've done since the Company went public back in April of 2014. We set out at that time, with the goal of buying incredibly good quality farms and renting them to good tenants and through that creating a REIT that had meaningful scale, meaningful diversity and strong profits and the ability to distribute those products. It appears to us that the market fundamentally does not recognize the success that we have had. We now have a portfolio that is 148,000 acres across 17 states with a 100 plus tenants and 26 major crop types. In the last few weeks, we have made three very significant announcements in the market and to be blunt the stock price has gone down, it makes utterly no sense. We've had an outstanding quarter and an outstanding year, significant increases in revenues and AFFO and any other financial metric you choose to measure us by. And it appears the market is not understanding the story. So we really want to focus on the specifics of some of these events and what has happened. So what I'm going to cover today is Luca will address some of the key financials specifically, I want to address the scale and the profitability of the Company. The diversity of our portfolio, which means the stability of the earnings that we'll have going forward, the discipline deal structure that we put in place when we do major acquisitions and the benefits of that sort of deal structure showed up this quarter in terms of the lease termination payments, which will directly address, I want to reemphasize that we are fundamentally in the farmland ownership business not the farming business. We do not take direct commodity price risk on most of our portfolio, but even given that fundamentally the bottom has been set in my opinion for farmland and farmland valuation. We are not seeing the major declines in value that you keep reading about in the headlines, they're just not happening it's in the data, it's obviously in the data. The demand for the key crops we grow on a worldwide basis continues to go up, that's the most fundamental thing in our business model is that we believe in long term increases in global food demand. And then finally, I want to reset everyone on NAV and asset values, generally in the industry and for our portfolio in particular. So I will in a minute or so start referring to those slides if anyone wants to get them in front of them. But the three big things that we feel like maybe we have not done a good job explaining because of the market's reaction in the last couple of weeks. But I want to reemphasize our first the combination of the FPO, FPI and AFCO increases our diversification in a very substantial way. Increases our scale, increases the average cap rate of our portfolio and due to the fact that we instantly executed on the synergies of shutting down the AFCO office and laying off the employees, and all the rest has an instant 10% accretion of our profitability and about week-and-a-half ago on a separate conference call, we discussed the fact that we'd have something in the neighborhood of $0.60 of AFFO had we run those two companies together during the 2016 year under our cost structure. And again, it appears that the market has sort of missed that significant increase in profitability of the combined company and scale and diversification. Secondly, we announced yes I believe it was yesterday or the day before that we had and the day before that we had terminated the prudential contract when we talked about the AFCO transaction, we talked about seeing these synergies come to us in two years, 10% in the first year and 10%, and then when we terminated or we're able to get out of the prudential contract. And we fundamentally have moved that accretion forward even from our own projections by over a year, and merger went down yesterday after we put that announcement out there. We have avoided and I'll go through this in detail later, we have fundamentally avoided approximately $8 million of expense for a termination payment of $160,000, it's $0.50 a share is the value creation in that transaction for us. And then finally, we had a really great revenues and earnings, net incomes up 250% year-over-year, revenues up 125%, AFFO up 172%, we got included in the Russell in the last 12 months, and we've done $600 million of transactions in the last year. So we feel like we are executing very efficiently and swiftly on the plan we laid out when we took the Company public, and are frankly frustrated and disappointed with the trading, which is substantially below net asset value at this point in time. So moving specifically to the slides, I will of course direct you to the fact that I will be making some forward-looking statements in this presentation and frankly already have, so please note that. But turning to Page 3, which really kind of looks at 2014, 2015 and 2016 and the success and performance of the Company. Luca will get into the details there are some confusion about what amount of this revenue increase, for example, is actually a recurring style revenue and what is a one-time, and he'll go through that in detail. But off the headline, we basically tripled our revenue from 2014 to 2015, and then doubled it or more than doubled it again from 2015 to 2016. What you're seeing in terms of the AFFO line, which is, so we went from $4.2 million of revenue in 2014, the $31 million of revenue in 2016 took AFFO from about $0.12 to $0.58, and what this really is, is that as we were a small Company and -- a small Company in the public domain, we had a cost structure that was frankly quite significant compared to the asset base. As we have increased the asset base and we always said this, we will getting ourselves in a position where our ability to distribute and to bring ever more of those revenues to the bottom line will occur and that's fundamentally what's happening and take all the noise aside the bottom line is we've reached, we're running almost $1 billion of farmland with 18 employees and that is an incredibly efficient structure and incredibly efficient way to own farmland. So moving forward to Page 4, just I want to reemphasize the diversification point. So we started, when we started the company we had approximately 7,000 acres at the time of the IPO. By the end of 2014 we had about 46,000, today we have 148,000 acres spread across the United States. As I said earlier, in 17 different states, and reason that is significant as we think about risks to farmland and risk to farmland revenue generation weather is an incredibly important factor, of course, and we have diversified the portfolio on a geographic sense to the point that we are basically not affected by weather events because it would take a truly nationwide weather event to have a huge impact on our farmers. Turning the kind of regions of the country where that land is at year-end 2014 we had about $246 million of assets and we now have round numbers $968 million of farmland value, it's about 75% primary row crop corn, soybeans, wheat, and rice et cetera and about 25% specialty crops meeting the tree nuts, the citrus, vegetables, that is the portfolio balance that we truly believe is correct. Because it does reflect nationwide output by farmers of Foodstuffs overall and again we always say that this is about global food demand in the face of land scarcity and so that portfolio is not trying to pick winners and losers among individual commodities. It's about trying to really track that global food demand story. And then you can see on the right side of the page that how the portfolio was grown, and one of those important diversification is of course is the addition of the West Coast. Moving to Page 5, as this goes to scale and liquidity, so when we closed the AFCO transaction in -- after the first day or so of February we closed it. We -- the transaction was $171 million of equity and $75 million of debt assumed was essentially the ultimate purchase price. What that has done is it has moved us as a company to where we have approximately $510 million of overall equity capitalization in the company. If you look at it on a fully diluted common share basis it's right around $400 million depending on what the stock prices on any given day. And I want to emphasize that, that if you look in many of the sort of public sources you will only see the companies public float common equity, we have distributed and successfully so many, many operating partnership units, which are fully diluted common equity. So the market cap of the Company is now $400 million. This is gotten us to a point in which two really good things are beginning to happen, institutional investor interest in the Company is obviously increasing, because of our scale and the basic liquidity, but secondly, our ability to use operating partnership units as currency in relatively small transactions has gone up materially in the last year. When we go to a farmer now and try to acquire their property, we can issue equity in those transactions almost as if it's cash -- if I try to issue an individual farmer $1 million or so of equity, they view that as the same as cash in terms of the transaction negotiation. The benefit of that, as we now have the ability to increase the scale of the Company without paying nearly so much fees and discounts for equity raises to continue to grow the Company. The other thing I want to emphasize on this page is that we are in the process of gradually reducing our total debt capitalization, Luca will talk more to this later, but we had run the Company historically with the target of about 45 to 50, we're now sort of moving that target closer to 40 with a gradual delivering of the Company, the fundamental reason for that is as we have achieved enough scale, we think the market will reward us for slightly lower leverage, frankly. And we also think that as we've gotten bigger, there is some more fundamental systemic risk in the total debt load that we have, so we're gradually backing that down. Turning to Page 6, I want to amplify kind of the efficiency in the cost structure, we as I said earlier, manage this portfolio with 18 employees and we have today nearly $1 billion in farmland assets that is truly incredible when you think about the cost structure that we have relative to the scale that we have. We think we can continue to expand this portfolio, something in the neighborhood of doubling it without a significant increase in our overall overheads that will lead to even more powerful earnings and profitability leverage for our shareholders. So turning specifically to AFCO and the Prudential agreement in particular. Prudential as many of you know, was a sub-advisor to American Farmland Company and Prudential had done a very, very good job in acquiring those assets and pulling those assets together for American Farmland. As we've talked in the past American Farmland as a company, got fundamentally trapped too small to higher cost structure but the quality of the assets in many cases due to Pru's work was an outstanding set of assets so when we acquired the properties we began a conversation with Prudential that was frankly frank and open and said, these are great assets. But we Farmland Partners are a self-managed Company, we internally manage everything, we do not frankly need your management services, we continue that discussion and immediately following the merger in early February in the closing of the merger we made those discussions much more serious and Prudential agreed to terminate and get out of this management agreement. The financial impact of that for the Company is incredibly positive. We will likely do business with Prudential in other ways in the future lending, acquisitions and the like, well-known Company in the industry, happy to continue to do business with them but we fundamentally didn't need the management services and mutually agreed to accept the contract. So what we have done financially in terms of that contract is we have gotten out of something approximating an $8 million cost for $160,000 termination payment. That contract would have continued under its terms through the fall of 2019, what we agreed with Prudential to do was to pay them a total of $1.6 million in cash, but this is why I say we got out of it for $160,000. The $1.6 million includes the fourth quarter fees that AFCO already owed from their ownership of the company pre-merger and in the month of January we have agreed to continue the contract in an orderly transition through the end of the quarter. So the combined FPI shareholders are fundamentally paying for that contract for just two months and a termination fee of $160,000. An incredible result from the standpoint of the financials of the Company, fundamentally when you think about it, it is $0.50 a share for our shareholders if not a little more right there in terms of the Prudential contract termination. So, moving on to the other sort of kind of major issues of the quarter. So, I talked about the disciplined kind of deal structure that we do when we do large transactions in the quantity of deals. So our ability to scale the business is obviously proven at this point, like I said $600 million in transactions in the prior year, but I think there is a misunderstanding of the structures we use particularly on large transactions. When we negotiate a large sale leaseback, we often pre-collect, meaning cash already in our bank, a substantial portion of the revenue stream during a 3-year to 5-year period into the future, 20%, 25% of the rent, something like that will be paid in advance. Under the GAAP revenue recognition rules, we of course already have that cash, but because of the straight-lining, we do not get the recognized it as revenue. So when we have a tenant who decides to exit a lease from one of those big transactions, we have been sitting on cash, in this case some cash that we set on since 2015, that never went through the revenue line that then gets to go through the revenue line. We of course also asked and which is what happened here. We also asked in addition to that for a termination payment on top for allowing the tenant out of the lease, and that's where we accomplished in this transaction. So when you think about that revenue, we either would have had it in prior quarters or we would have had it this in the next year. So we view the cash that we already had in the bank and are finally taking through the revenue line that is fundamentally sustainable ongoing income. The termination of payment itself should probably be thought of as a one-time and you'll see in the detail when Luca will address it some more, how to break out between those two things, but that's really how we think about it what this represents as a very, very conservative GAAP revenue recognition policy that has us often sitting on cash, which we cannot get through the revenue line until a substantial passage of time, and we will have -- we have throughout our portfolio a lot of the sort of thing. And we will see over time generally positive surprises from time to time, because of how we structure these deals and we just happen to see quite a bit of that this quarter. Farmland and the farm economy generally, the next topic, so on the farm economy generally, what's happened out there and you're starting to actually see this in what I call farmer confidence or farmer optimism surveys. The farmers there is in the grain sector of the farm economy still reasonably difficult environment but this is what has changed and you noted this in some of John Deere and other sort of large companies in Ag that start to see this in their results as well. Farmers were truly fearful that corn prices could go way lower than they are, and they kind of held in that $3.50 to $4 range for corn and similar prices in the other key commodities. So people have begun to feel like the worst is behind us and you're seeing that optimism in the marketplace, you're seeing a modest uptick in acquisition activity by farmers, you're seeing a modest increase in their buying of equipment and things like this. This has begun to sort of, as I say, find the clear bottom in terms of the farmers mentality in the row crop world, and we're going to benefit as we come out of this in the next 12 months to 24 months. In the non-primary row crop part of our portfolio meaning the specialty crop side that part of our portfolio has actually continued to increase in value through all of this, farmland valuations are going up, obviously, all of the rain fall California has gotten is going to improve the profitability of California generally and our farms in particular, so what we've seen is the modest decline in valuations in the part of the Corn Belt, flat to slightly increasing in the other primary green producing regions Southeast Delta, et cetera and in the specialty crop regions largely Florida and California you've actually continue to see farmland valuations go up. Fundamental worldwide demand for these commodities continues to increase soybeans is the best example, if you go look at soybean demand it is continued to climb, you're now seeing increase in prices in soybeans for the first time in two years, you've started to see that here in early 2017. We're going to see a substantial turnaround in these commodity markets will eventually lead to ability to re-increase -- or start increasing rents again and start on the primary row crop portion of our portfolio. Finally, just I do this every quarter and I give everyone you our internal view of NAV, many of you always ask, we like to do this every quarter, we have not increased that NAV for several quarters, but we are going to today. Our internal view of NAV which we have historically said was $12 per share. Our view now is that it's approximately $12.25 a share with a range between $11.75 and $12.75 per share. There are three specific reasons for the NAV increase in today's call and I want to go through them. The first is on American Farmland we had valued AFCO under an assumption that we would have had to pay the continuing expenses related to the Pru contract since we were so successful in getting out of that contract as quickly as we did and as inexpensively as we did. We would have paid more for those assets, but for that contract and so we view those assets as fundamentally more valuable because they will throw off more cash than we had originally assumed. And as I said, simple math on the Pru contract alone is about $0.50 a share. The second thing is that the assets we have acquired have continued to appreciate; we valued those properties last summer fundamentally, so we're looking at valuations from the spring of 2015 and many of the specialty crop properties have increased in value since that period of time. The final thing I want to allude to is that we did a very large transaction in Illinois for around 8,400 acres in two tracks. This was a farm that was owned by a private family based in Florida. The -- older family, the patriarch of the family passed away and so these farms went on the market. This is by the way in the region that I grew up in and know very well so we acquired those farms at a public auction and the public auction process was difficult because it was too many acres flooding the market at one time for the local farmers to be the buyers. So we acquired those properties in our view, at approximately $1,000 an acre lower than they would have sold for had those properties been auctioned in smaller increments over some period of time. We were the beneficiary frankly of the fact that the family had in a state tax issue and needed to move all those properties in two quick at time for the local market to absorb. And so we having capital available, we're able to step in and make that acquisition and we have leased those farms and are well on our way to getting the benefits of what we view as a relatively low purchase price compared to what they could have and possibly would have sold for if they had a longer and we were able to take advantage of a longer marketing time. So again marketing time, so again just to reemphasize, we view the value of our stock at $12.25 a share on an NAV basis based on the asset values of what we own, and as you can see from a current trading, we are trading at a substantial discount to that number. With that Luca, I'm going to turn it over to you.