Good day and welcome to the Farmland Partners Inc. Fourth Quarter and Fiscal Year 2020 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Mr. Paul Pittman, Chairman and CEO. Please go ahead.

Thank you. Good morning and welcome to Farmland Partners' fourth quarter and fiscal year 2020 earnings conference call and webcast. This is a very exciting time for our company production agriculture and farmland ownership in particular. After five or six years of difficult economics for farmers, in late 2020 and early 2021, we have seen increasing farm incomes and associated increasing land values. This improved outlook has led to substantial improvement in the stock price the key strength of farmland as an asset class with its ability to hold value in downturns accompanied by meaningful appreciation over multiyear holding periods. 2020 AFFO and revenue were disappointing partly due to asset sales and loan repayments, but also due to COVID and the lingering trade issues. The COVID demand drops over marketing delays were especially pronounced in the specialty crop sector. But most signs suggest demand will at least partially recover in 2021. Before turning the call over to Luca I wanted to welcome two new Board members. First, Mr. Tom Heneghan, who is the CEO of Equity International, he joined our Board last December. And Ms. Toby O'Rourke, who's the President and COA of Kampgrounds of America, she joined the Board several weeks ago. More about Tom and Toby's background can be read in the associated press releases we issued when they joined. With that, I'm going to turn it over to Luca for some introductory comments.

Thank you, Paul and thank you to all who are listening to this webcast live or recorded. The press release announcing our fourth quarter and full year earnings was distributed yesterday after market close. A replay of this call will be available shortly after the conclusion of the call through March 27 2021. The phone numbers to access the replay are provided in the earnings press release. For those who listen to the rebroadcast of this presentation, we remind you that the remarks made herein are as of today, March 18, 2021 and have not been updated subsequent to this initial earnings call. In the Investor Relations section of our website, you can find a presentation with supplemental information that we will refer to during this conference call. During this call, we will make forward-looking statements including statements related to the future performance of our portfolio our identified and potential acquisitions and dispositions, impact of acquisitions, dispositions, and financing activities, business development opportunities, as well as comments on our outlook for our business, rents, and the broader agricultural markets. We will also discuss certain non-GAAP financial measures including net operating income FFO adjusted FFO EBITDAre and adjusted EBITDAre. Definitions of these non-GAAP measures as well as reconciliations to the most comparable GAAP measures are included in the company's press release announcing fourth quarter earnings, which is available on our website www.farmlandpartners.com and is furnished as an exhibit to our current report on Form 8-K dated March 17 2021. Listeners are cautioned that these statements are subject to certain risks and uncertainties many of which are difficult to predict and generally beyond our control. These risks and uncertainties can cause actual results to differ materially from our current expectations and we advise listeners to review the risk factors discussed in our press release yesterday after market close and in documents we have filed with or furnished to the SEC. I would now like to turn the call back to our Chairman and CEO, Paul Pittman. Paul?

Thank you very much. So, my prepared remarks this morning are divided into really three sections. First is about the farmland market and the farm economy generally, second is a little more detail about 2020, and third is our plans for 2021 and beyond. So, let me start with the first section of my remarks. The farmland market and the farm economy are in our opinion beginning a multiyear period of strong positive returns. In road crop regions, we're coming out of five or six years of difficult operator economics. But despite this sustained downturn asset values nationally for agriculture properties held up quite well. They increased about 4.3% from 2017 to 2020 according to the USDA land values report put out last August. We think that that appreciation trend will materially increase as we come into the summer of 2021. We have started to see that land value increases already in the Illinois market, in particular which is our largest group of land holdings by value. We are seeing $13,000 to $14,000 per acre sales, which are the highest numbers that we have seen since around 2013. And just as a cautionary note, not every property we own in Illinois would be valued that high, but our best properties probably are at that level. We think that price trend will continue. I'm going to refer to some of the slides now that Luca mentioned. If you can access them off of our investor website that would be great. Because I want to spend just a little time drilling down into why we see this appreciation now and why we believe it will continue. In the last several months, we have had very -- quite a few new investors in our company. So I'm going to start a little bit…

Thank you Paul. As usual, kind of, walk you through some of the financial highlights for the 2020 year versus the prior year. In 2020, total revenues were about $50.7 million versus $53.6 million in 2019. Paul already highlighted some of the major drivers of this revenue difference. Certainly one of the major issues were -- major factors impacting them were the asset sales and the repayment of loans that we had made to certain farmers. The pandemic certainly had a meaningful impact on some -- specifically some specialty crops that are tied more significantly to the consumption of food away-from-home. As Paul mentioned lemons is an example of that. Also trade issues did impact some other specialty crops for example in -- for almonds. Although some of that is more of a delay in the pricing and the marketing of some of the crop. So a portion of those revenues -- the revenue decrease will be probably a shift really from 2020 to 2021. We also had a change in some lease structures in some large specialty crop leases that change from a base and bonus structure to a pure variable rent. In that -- in those cases the -- in 2019, we had been able to recognize some of the revenue, some of the base rent revenue in the year, while the variable component is all in the following year because of the -- of how the crop year works. And, therefore, in this case we have also a shift of revenue from 2020 to 2021. In terms of total operating income, 2020 was at $22.3 million versus $26.3 million in 2019. In 2020, the basic net loss to common stockholders was $0.18 a share versus a net income of $0.04 a share. One of the differences here…

We will now begin the question-and-answer session. [Operator Instructions] The first question comes from Dave Rodgers with Baird. Please go ahead.

Paul, Luca, good morning and Paul, thanks for all the details this morning. I wanted to -- I guess, maybe talk about acquisitions and the ability to grow the balance sheet going forward is something that you detailed. And I understand Paul your comments around a --$14 NAV and that maybe cash flow isn't as important today versus the underlying land value. But, I guess, I'd love to get a sense what's trading in the market for acquisitions? And how aggressive do you think you can be? I think your stock is about 74 times cash flow. Your target you said is about 82 times cash flow. So it looks like you're pretty close to being able to go out and really, really get aggressive on the acquisition front. So is there enough trading for you to go do that?

Yes. There's -- you mean in terms of -- I assume the question about trading of land assets being traded?

Yes, yes exactly.

Yes. I mean this is a massive market. Probably $2.5 trillion of farmland assets out there in the US, Institutional ownership is 5% at most. We're one of the probably top five or six institutional owners of farmland in the country, but we're tiny as a percentage of the overall asset. Historically, $30 billion -- billion with a B trades each year. So there's a lot trading. The challenge we're going to -- and we are being more acquisitive. I didn't talk about it specifically because we don't go out and just talk about each individual transaction we do. But we've bought a few row crop farms. And we saw this -- we saw what we thought would be a surge in land values. Probably starting like I said around Thanksgiving it became more obvious to us. And then you still could find a farm that didn't sell at $13,000 or $14,000 an acre. And we bought a few good farms and we've added to the portfolio, but it's a few million dollars worth of purchases. We -- so we're out there in the market. We are looking for large assets we can acquire. But we are very focused on how do we increase shareholder value not purely grow the company. And today, we're sitting on more cash than we have set on in the past. Part of that is through the investment we got when Tom Heneghan joined our Board. But part of it is that we've made a few continued asset sales at good prices and we haven't bought back stock as we saw the stock recover strongly. So there's the preferred that we should be out probably paying down if we can. There's a few debt instruments that we have that are relatively higher interest rates. And so we're going to do things that hopefully -- it's not that we're insensitive to AFFO per share, but we just -- the way the true asset trades is appreciation first current year profitability second as you judge asset value and we think our stock price should over time reflect that. But I mean, I said revenue and AFFO, I didn't say it was the tenth issue. I said it was the second issue. We do need to focus on it. And so we're going to invest our dollars in the way that's most accretive to shareholders on a revenue and AFFO per share also keeping in mind that growing asset value is powerful. And with some level of leverage it really falls down to value creation for the common shareholder.

I guess, talk about how you're thinking about potentially the issuance of equity. It's been many years, but you talked about deploying money into the loan program. You talked about deleveraging. You talked about acquisitions and slowing asset sales. So I guess with the combination of all that and given where your leverage is how do you think about that today? Is that something that's off the table, or is that something that you're open to tackle some of these issues?

No. We would consider equity offerings, but it's not really our first choice to drive growth today. And the reason for that is our shareholders many of whom have been with us a long time they had faith in the management, faith in the company, faith in the Board and employees and they've stuck with us. And I don't want to -- finally having a sunny day again, I don't want to just do a big equity issuance and hurt them including myself again. So I think it's nuanced, right? If we see continued strong equity values, we might issue some equity in an ATM in other sorts of ways. We'll certainly observe what happens in the market and keep our options open. But what's more likely to be the case is we're going to go and grow the asset base that we have through joint ventures using a tiny amount of the capital we have on our balance sheet to see these things as we do in the opportunity zone situation. And we're going to grow AUM company scale efficiency without growing the share count very much. That would be our first goal. Now we turn around and we see a stock price that's approaching 20, I might change my mind. But I mean that's -- you got to balance shareholder value growth -- share price growth with total asset value growth. We think these off-balance sheet joint venture type structures is frankly a really good way to do that. You spread the overheads over increasing asset base. You probably are gathering up a pool of assets that the public REIT eventually owns. It might be five years or 10 years, but we're in this for the long haul.

Last question for me and I appreciate that added color. I guess, the last would be you had mentioned the redemption of the preferred B, it had been trading at a discount. But maybe from a bigger picture perspective instead of chipping away at it, can you remind us of the opportunities maybe to get back to that preferred B and even some of the A units out there with the above-average yield today. Is there a way to get to these that would again help the cash flow of the company and potentially deleverage it as well?

Yes. I think the first thing that I recognize regarding the preferreds, and just as a bit of background for everyone else listening. We have two preferreds in the company a Series A and a Series B. The Series A was privately issued to a Mr. Gerry Forsythe and his family when we acquired about $200 million of farmland in Illinois five years ago. That's $117 million face amount of preferred. We could redeem that today for cash if we chose to. We do not have to redeem it for another five years. And when we get to the point where we have to redeem it, we can actually use either cash or stock. That's an excellent security. It's 3% coupon with no new additional appreciation feature. But if I could redeem it in some way and move a 3% coupon preferred to a 1.3% or 1.5% dividend on common, you might think about it, but we've got a lot of time. There's no rush there. So that's Series A and that's kind of our -- we're thinking about all the things we can do to delever the company, increase the cash flow, and grow the asset base, but we want to do that in a way that maintains and enhances individual shareholder value. Turning to Series B, Series B is slightly more complicated, but also a huge opportunity. The first date we have the right to call that is in about October of this calendar year. And when we call it, we can convert it into common shares if we chose to. Again, we have a lot of time. We don't need to do anything for another 3.5 years from today, but we start to have the opportunity. The accretive value from an AFFO perspective of exchanging a 6% coupon preferred for 1.5-ish dividend yield common is immense. But again, you got to balance those things and figure out kind of what the right thing to do is. Again, I emphasize we don't intend to get ourselves trapped with a short fuse on either of those preferreds. And so we feel like we're in the driver seat to do something opportunistic when the timing is right.

All right. Thank you, Paul.

Thank you.

The next question comes from Rob Stevenson with Janney. Please go ahead.

Good morning. Paul, can you talk about how much NOI you're expecting from these off-balance sheet vehicles as well as the farmer loans on a run rate basis?

Yes. So, it's a little hard to quantify, but let me give you a couple of examples. So, starting with off-balance sheet asset management, and it depends on the features of the vehicle and how much work we do, and whether we're the primary capital raiser or just an adviser. But you're going to see something in the neighborhood of 75 basis points of assets under management fees up to 1% or 1.1%, so that kind of bracket on those sorts of vehicles. The reason there's a range is, if we were managing assets that are all specialty crops, it's a more -- much more intensive management process for our team. So you'd end up with a high-end of that range in fees. And if you're doing purely Midwest row crop, much more efficient from our side, so you'd see something at the low end of that range. So that's the bracket. As those assets under management grow, we don't carry the debt cost. We don't carry the equity value of the farm. Although, the opportunity is one situation we still own 10% of those assets approximately. But that's the kind of fee level that I think you should expect in any of those off-balance sheets. The loan program is a little different. We're hoping for a joint venture partner there where we share some asset management fees and then a percentage of the ups. If you put the appropriate structure in place, you should be in returns to the equity capital, the seed capital that's probably in the low to mid double digits on those assets. The face amount that the farmer sees who borrows the money is that 7% to 8% money. But if you do a sale-leaseback transaction, which is the way many of those will be…

Okay. Yeah. And I guess like, how are you guys thinking about it? So you guys are doing sort of rough numbers about $50 million of revenues a year. I mean, is there a limitation of 5% or 10% or 15% of what you want coming out of essentially fee income, whether or not it be the management or the loans in terms of the overall mix of the company?

Yeah. It's – there's going to be sort of REIT rule questions we're going to have to consider, but I don't think we see some sort of artificial limit on how much of that we can do. But if we could – I don't think it becomes bigger than our rental income. But if it became 10%, 20%, of our total revenue, I'd be thrilled, because it's high current yield. And in our view with a gradually appreciating asset class, it's relatively low risk. So we're – if you make these loans sort of maximum of 75% to 80% loan-to-value in the market we're going to face in our opinion for the next few years, you're going to be increasing – you're increasing your cushion every year as a lender not decreasing it, and getting pretty good return it's a good place to be. And so I could see it become meaningful. It's not going to happen overnight though. These are loans that are largely going to be the amalgamation of a lot of the low end of a couple of million high-end of $10 million will be where the bulk of those loans get done. They're not going to be $50 million at a time.

Okay. Helpful. And then last one for me. You talked about $0.08 of legal costs from the Rota Fortunae stuff in 2020. And you said, you're going to have cost again in 2021. How much is that expected to be? Is that a similar amount that we should be thinking about? Is that more as you go to trial and have the additional trial cost? How are you guys thinking about that cost to the income statement in 2021?

I think on an annual basis, it's hopefully in the same neighborhood. I mean, it's an incredibly hard thing to quantify, Rob. I think it will be higher in – we're in trial in the third quarter, it's going to be an expensive quarter. But at some point, this comes to an end, and then all of a sudden, it's not an expense at all. So I think since we think this will come to an end that the – that $0.08 is as good an estimate as I can give you.

Okay. Thanks, guys. Appreciate it.

The next question comes from Dane Bowler with 2nd Market. Please go ahead.

Hi, good morning, Paul and Luca.

Hi, Dan. How are you doing?

Good. I just got a question on NAV and then a question on revenue. So on the NAV side the assets on the balance sheet are obviously quite a bit larger than the market cap of the company. So the NAV appreciation as a result of farmland depreciation is probably more – significantly more than one to one. Can you kind of quantify that amplification?

Absolutely. So when you think through the securities we have on our balance sheet round numbers we've got $1.1 billion not looking right at the balance sheet. Correct me, if I'm way off Luca, $1.1 billion, $1.2 billion or something in the neighborhood of assets – of farmland assets. You've got $500-ish million of regular debt. They don't share in any appreciation. You've got another $117 million of Pref A. That doesn't share in any appreciation. And then you've got about $145 million, $150 million of Pref B. Pref B shares in half of the annual appreciation that accretes to the face amount of that security. So when you bake all that, and you take it run it through the math, what you would see is a 5% increase in farmland and I'm not making that as my annual prediction. I'm using it as an example. That leads you to $55 million or so of appreciation value, 32 million shares outstanding. If you do that you put $1.50 of value in each share more or less. It's that kind of mathematics. Leverage is a very positive thing in the private ownership of farmland. As we have all talked about many times, public markets do not like our leverage level. We think that by gradually reducing leverage, we will see stock price appreciation. Otherwise, we wouldn't do it. But the silver lining of our leverage is this appreciation accompanied with the major buybacks we did at such substantial discounts to NAV is going to have a very positive appreciation factor for the current equity holder.

Right. Okay. And then on the revenue side, with soybean and corn prices going up so much, as well as other row crop commodities, how does that revenue delta to the farmers translate into rental rates? Is it going to be rental rates staying a similar proportion of the farmer revenues, or is -- how does that change?

Yes. So, Dane it's -- I always enjoy talking to you, because you -- maybe it's because you're Wisconsin-based, you've got a real fundamental grasp of how this all works. So you're exactly right. In each region of the country, we have a target of revenue per acre that we're trying to take as rent. In the very best growing regions of the nation like Illinois and Eastern Nebraska, you might see that target in the mid 30%. So, think 35% or even more or a little bit less. In your less productive regions of the country, where there are more operating expenses as a percentage of revenue, you'll see that number decline. The lowest places in the grain sector are about 25% of revenue and it falls out between that 35% and a bit higher or 25%, depending on the region of the country. So as -- so increased revenue per acre will lead to increased rent per acre, but there is a lag. And the reason there's a lag is, first the farmer really -- he's got all that grain inventory and he's as I talked about earlier that he's selling now and it enhances his cash position. But he's at a tough couple of years, so he's using that cash now to clean up all sorts of little problems in his financials, as well as do things that human beings want to do like on a condo in Florida or whatever. They're going to spend some money now again, improve their equipment, buy a new pickup truck, whatever it is. Some of that's going to come to rent. But as I said earlier, it comes in the fall -- this late summer and fall, as we renegotiate those rents. And if it's -- and because we're on only about one-third of our rents turn over in any given year, you don't get to get the rent jump really -- you don't get that rent jump flowing through 100% of the portfolio all in one year. It takes a while. So, it's going to be muted. You're going to see these rents gradually increase. Our overall same-store sales gradually increase. And the underlying factor is what you said, it's trying to stay close to an internally defined percentage of revenue per acre and it's -- we actually have kind of a different number for -- I talk about it in regions, but it's even more granular than that. The highest quality farms have the highest rent per acre as a percentage of revenue and then it waterfalls down as quality declines.

Okay. Thank you.

Thank you.

Your next question comes from John Judy [ph], a Private Investor. Please go ahead.

Yes. I think you answered my question already. It was regarding the preferred. What your thinking is as far as the preferred B, looking at what you're paying on that compared to alternatives as far as converting that or possibly refinancing it.

Okay. I mean, I won't add anything to what I said unless you have a follow-up question, but thank you for being on the call this morning John.

[Operator Instructions] The next question comes from Craig Kucera with B. Riley FBR. Please go ahead.

Hi, good morning guys. Paul, you kind of touched on this in response to one of the earlier questions, but I wanted to circle back to it. It sounds like the leasing spreads that you achieved here in kind of the last fall were relatively flat. Can you give us any color there? And also, given where commodities prices have gone over that time frame, what you think that might translate to here over the next year or so?

Yes. So the lease -- so the leasing spreads in the fall of 2020, late summer and fall. So in hindsight, we did a couple of things wrong and probably a couple of things right. So we leased a substantial amount of those properties, where the negotiations on those leases occurred in August or early September with final contracting in October or a little bit after. If I had known exactly what was going to happen to commodity prices, we would have delayed that cycle. So we were in – we were still in a relatively depressed psychology for those lease renegotiations. And if you looked at the entire universe of farms and you sort of said what did you get ups on and what did you get downs on? We got more ups than downs. But – I alluded to this in the prepared comments. But the ups are all in a 1%, 1.5% rent increases. They're tiny. Recognize that this gets – this even gets a little worse as you think about it in GAAP terms. Many of our leases in terms of the actual cash number we receive have a 1% or 2% rent bump in them. We try to get that in almost every fixed cash lease. But under GAAP straight lining, you don't see that in the GAAP numbers. That's a flat number through the entire period of the lease. So you can see a little ups in the majority of rerentals or rent rolls and then you have a few farms where you end up taking it down. You have a farmer who's really in trouble. You have a piece of land for whatever reason isn't performing really well. And unfortunately, when you take it down, it's not 1%. It's 5% or something like…

Got it. No, I appreciate that. One other question. The returns from the properties that FDI directly operates has steadily gotten worse over the past several years. Are you looking at any strategic alternatives for those assets, or are you expecting better performance in 2021, given what's happened with commodities?

Yes. So, direct operations, let me just break it into two buckets. There's two different buckets. There's direct operations where we actually farm a farm, because we believe we can make more money on it farming it than we can renting it. We do very little of that. We're not actually going to be doing hardly any of that in the 2021 year. Those were -- since we control them, they were things that, as the commodity prices rebounded, we said let's get these things under lease in the coming year. And we've done that with virtually every, sort of, fully operational grain farm where in fact sell -- we actually own the combine and some tractors and stuff. We're selling that stuff off. The farm economy is such where we might make a little more money operating it, but it's more risky. And importantly, it's a hugely time-consuming thing for the farm management team and for the accounting team. And as we return to a growth strategy and not wanting to increase overheads very much, you got to decide. Are you going to have those people manage actual farming, or are you going to have them go find acquisitions and good opportunities? And so, we're lessening that. Most of what you see in our P&L related to direct operations though is development properties, meaning a usually specialty crop farm where we are replanting all or most of the trees or vines on that property. But in those cases, particularly in the first year of a redevelopment, it's all expenses. If you're in the second or third or fourth year of redevelopment, it's still mostly expenses, but you start to have significant offset to those expenses from the short but existing crop. And I'd say short, because the trees aren't mature. They're not producing as many almonds or whatever it is you're growing, as they otherwise would. So we got just crushed to be blunt on development properties this year, because we control that inventory. And so, what -- I mean we're direct -- it's the way it works, right? There's no way you can get a farmer to lease it from you if it's -- takes more money to operate than you get. But we normally have a significant offset to those development costs, those cultural costs to manage those trees. And this year in the COVID environment, as I alluded, you just -- you own the crop as Farmland Partners and you don't have much of a market for it. Some of that, as we've discussed, will be recoverable, as we sell-through the inventories and the volumes. But, certainly, not all of it. Hope that gives you a little more color on that.

Yes. No, that’s helpful. Thank you, Paul.

This concludes our question-and-answer session. I would like to turn the conference back over to Mr. Paul Pittman for any closing remarks.

Great. So, for the first time in several years, all of us here at the company are very optimistic about what the next 12 to 24 months will look like. For new shareholders, thank you for joining us. And even more importantly, for the long-term shareholders, of which, there are many, both individual and institutional investors, thank you for your long-term faith in this company and in this management team. We do truly believe and hope that better times are ahead. And we think you all deserve that. So thank you very much.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.