Good morning, and welcome to the Farmland Partners Inc. Second Quarter 2017 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Paul A. Pittman, CEO and Chairman. Please go ahead.

Thank you very much, Drew. Good morning, and welcome to the second quarter 2017 earnings conference call and webcast for Farmland Partners. We truly appreciate your taking the time to join us for these calls. We see them as a very important opportunity to share with you our thinking and strategy in a format less formal and more interactive than public filings and press releases. Please refer to the Investor Relations sections of our website, farmlandpartners.com, for our 2Q 2017 supplemental package, which we will be speaking to later. The link for the presentation is directly below the webcast link and is also posted under the Presentations section of the Investor Relations portion of our website. With me this morning is Luca Fabbri, the company’s Chief Financial Officer; and David Ronco, the Vice President of Capital Markets. I will now turn the call over to Luca for some customary preliminary remarks. Luca?

Thank you, Paul. First and foremost, I would like to also welcome you to this conference call and webcast, and thank you for joining us today. The press release announcing our first quarter earnings was distributed yesterday evening. A replay of this call will be available shortly after the conclusion of the call, through August 3, 2017. 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, July 20, 2017, and have not been updated subsequent to this initial earnings call. During this call, we will make forward-looking statements, including statements related to the future performance of our portfolio, our identified acquisitions and farm properties under evaluation, impact of acquisitions and financing activities, as well as comments on our outlook for our business, rents and the broader agricultural markets. We also will discuss certain non-GAAP financial measures, including FFO, adjusted FFO, EBITDA and adjusted EBITDA. 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 second 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 July 20, 2017. 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, Luca. This is obviously a very good quarter, relatively normal quarter. It’s materially more indicative of the long-term capability and success of the assets we have put together than the first quarter was. Both revenue and AFFO are representative of what we believe this company can do. But I want to make a note of caution. Every quarter will be slightly different. We are reducing what is fundamentally an annual business to a quarterly setup financial results that invariably has some noise in it. Revenue of $11.5 million is 90% above the 2016 similar quarter. What that really demonstrates is the power of the American Farmland Company acquisition and adding those assets to our portfolio. It is also obviously way better than the first quarter both in AFFO and revenue. The first quarter, as we all know, was very effected by onetime events related to the merger. AFFO of $0.10 a share is a 51% increase year-over-year. We are quite happy with that number. Adjusted EBITDA of $8.1 million, that is double of that of the same period last year. I want to apologies for everybody for the confusion and frankly the scar it put in to all of you based on our first quarter results. Those results, though, are a function of GAAP accounting for other types of REITs not mapping to the actual economics of Farmland ownership. But we must comply with those rules when we report our financials. So it fundamentally is what it is. We reiterate our AFFO guidance for 2017 with a midpoint of $0.35 a share. For more information on this, you can see Page 15 of the supplement. Because of the merger, GAAP and timing noise in the first quarter, essentially, our AFFO guidance is missing one quarter of AFFO. This…

Thank you, Paul. As Paul already discussed, the second quarter 2017 was definitely a lot more indicative of the kind of ongoing performance of our company as prior quarters. Specifically, this is the first quarter where we had the full benefit of revenues from the American Farmland Company acquisition. While we did not have kind of the noise associated with such a large transaction, we did not have any of the legacy costs that wouldn’t carry over into our structure, such as the prudential management agreement. So revenues for the second quarter were $11.5 million, which is almost double the revenue that we had in the same period a year ago. Net income was $2 million, an increase of 53%. And net income available to common shareholders was $0.02 a share as it was 0 in the same period of last year. Again, as I said earlier, I'll refer you to the press release and to the supplemental for all the appropriate definitions and disclosures around non-GAAP measures, including FFO and AFFO and how we calculate it and how we define it. Having said that, the AFFO over second quarter was $8.1 million, on a per share basis was $0.10, which is a 51% increase year-over-year, and of course, as opposed to the $0.01 that we had in the first quarter. We calculate our fully diluted average shares for the purpose of this calculation, like the FFO per share calculation, by including common OP units but excluding preferred OP units. And specifically for the second quarter, and fundamentally as of today, we have 39.2 million fully diluted average shares outstanding. This concludes my remarks on our operating performance for the second quarter of 2017. Thank you for your time this morning and your interest in Farmland Partners. Drew, we would like to begin the questions-and-answer session.

We will now begin the question-and-answer session. [Operator Instructions] The first question comes from Rob Stevenson of Janney. Please go ahead.

Good morning, guys. Thanks. Paul, give me your comments about, you had these couple of big lease roll-downs, how should we be thinking about the remainder of ‘17 and even into ‘18 in terms of the leases that come up for renewals? And is it just a modest roll-down? Is it flat given your commentary? From a big picture standpoint, as we sit today, what do you guys -- how are you guys seeing the marketplace?

What we think we will see if you look portfolio-wide, '17 moving to '18 is very modest increases in rents, portfolio-wide. Obviously, lots of puts and takes on any given lease within the portfolio, but the reason for that is really quite simple. The potential pain embedded in our portfolio largely resided with leases negotiated in the fall of ‘13 or during ’14, which was still essentially at market highs for the primary commodities. Those leases, by definition, were usually three-year leases rolled off in the last year. So we just don’t have ‘14 vented leases to any major extent still in the portfolio. That by itself means you’re starting from a, shall I say, more sensible base on almost all negotiations. Some of the '15 leases that will now roll this year may be a little high, may be a little low, but nothing like the dramatic sorts of things we would have seen ‘14 to ‘15. I do want to really kind of emphasize, though, that if you look at our portfolio, now $1 billion of assets, that ‘14 vintage is 10% of the portfolio kind of roughly at most. That ‘15 vintage is 25% to 30% of our overall portfolio. ’16 and ‘17 are now half or more of the total portfolio. So you really, that rent roll pain is all linked to those top-of-market leases back in the ‘14 in the main, and those are now behind us.

And, Rob, to address part of your question as it relates to the remainder of the year, we effectively had no rent rolls, leases rolling over between now and the end of the year. So as you know, I mean, effectively an annual schedule.

Right. Okay. The second question from me is, how are you guys thinking about sort of dry powder for additional acquisitions, cost of capital and access to capital going forward here? I mean, the stocks having a nice run today, but you guys are still well below where you’ve done any your previous equity offerings. You look preferred to continue to fund the business. Do you just put a pause on things that is at this point? How are you guys thinking about that?

So the way we think about it is, at this stock price, we are not issuers of common equity. It’s frankly too dilutive. We own a great deal of farmland worth substantially more than what the stock price would suggest. So we are not going to sell that land in effect by issuing equity at these deep discounts. If the stock price recovered substantially, we would change our view on that. That leads us to have to think about other alternatives of financing whether that is preferred, that we can issue in acquisitions or something like that, but the bottom line is we do hit pause, right? We will not be as acquisitive in this year as we were in the last year because capital cost is too high. And that’s just the reality. The other things that we have thought about and considered is there is some way to do off-balance sheet sorts of relationships with the large pension fund or other capital provider, where we increase fee revenue based on the quality of the management team we have in place and our ability to source deals without having to directly apply the capital of this company. So we are sort of thinking of all those choices. But -- I mean you are right, at this stock price, not likely to be an issue of common equity.

Given where you want to be from a leverage standpoint, how much dry powder for additional acquisition do you have at the moment?

The short answer is not very much, a tiny amount. Obviously, if you’ve got a seller who is willing to take a structured preferred security of some sort that is not dilutive, it gives us more flexibility. But look, this kind of stock price makes a potential seller of farms to us relatively cautious and pessimistic. So it’s not easy there either.

Okay. Appreciated, guys. Thanks.

The next question comes from Jessica Levi-Ribner of FBR. Please go ahead.

Good morning, guys. Thanks for the expanded supplement.

You’re welcome.

Just to piggy bag on the last question in terms of acquisition, given -- I think you spoke at length about crop price increases in different regions. With the dry power that you do have for acquisitions, are you more choosy between geographies and crop types? And how can we think about that?

Well, I think that, as we have always said we want to maintain an approximate balance of 75-25 between the primary row crops and the specialty crops, meaning the vegetables and the permanent crops, we would certainly consider getting a little off of that, something like 65-35 maybe in the extreme case. It's really about a combination of where we see the best cap rates and where we see the best long-term value creation opportunity. A very important part of what we do is long-term appreciation, not just current yield. So it’s a balance of those things. I think that when you think about our business model and what I just expressed though, it is somewhat challenging to get deals done in the core of the corn belt, given where those properties are trading at today on a cap rate basis. Because, we do have a dividend to pay and we do have a company to run, and those numbers just -- even if I like the long-term appreciation opportunity of an asset we see in the core of the Midwest, it’s just really harder to make the math work on a current yield basis from a cost of capital perspective. So probably a slight waiting to other regions for that because of that.

That’s understandable. And then just one more from me is, in terms of the leases that you have, the base rate is in cash and then the bonus with commodity price appreciation, can you give us an idea of how that works? How long do prices have to appreciate and how much? Or does it vary by contract? Just how can we think about that as we watch commodity prices?

Every lease is going to be different. But to give you a sense, the numbers I read off about primary commodity moves have already led to the very beginnings of bonus rents starting show up in our model. But again, I want to caution everybody, that can disappear the model with a $0.20 drop in corn price or $0.20 drop in bean price. So it's very, very sensitive. I mean, this is -- as a land lord, when you get in a position where you are going to renegotiate leases at what you feel like are relatively low points in the cycle, you do a couple of different things. You shorten up as much as possible the length of your leases. You don’t want to go walk in super long leases at the low. You add features into your lease that give you automatic upward adjustment, like indexing it off a commodity price or something like that, and we have built all those sort of tricks into the leases and we will see recovery that comes reasonably fast. But fast is measured mostly in a year, not in a six-month period of time. Because flip is around for a second, think about it from a farmer’s perspective. So for the row-crop farmer, there are a couple of really important price dates that he thinks about. The first is what they call the spring-guaranteed price under crop insurance, and he builds a budget around that in terms of his working capital and his inputs and everything. Then there is a fall price under crop insurance that is – that for the farmer’s return, because he markets his crop against this, adjusts upward but not downward. So in other words, if -- to encourage farmers to hedge and sell early, they are…

And just one clarification. Even though if commodity prices were such that in our base and bonus leases, we wouldn’t be eligible for any bonus, that doesn’t mean that we don’t get any bumps in the fourth quarter in revenue due to crop share to participating leases in general, and that’s just due to the kind of relatively wide array of different kind of lease structures that we have in place.

So if we see things for that -- and if we see crop price increases, how can we model that kind of in the earnings? Or we can take this offline as well.

Well, yes, I’m willing to talk to you about that offline, but let me – but for everybody else’s benefit, let me give you the high-level answer. We will eventually put out 2018 guidance. We have started to do guidance for a reason to try to get people kind of focus on what the numbers ought to look like at least on an annual basis, and we will help you there with some ‘18 guidance. We though are going to wait till late in this year, some time in the fourth quarter, probably before we issue that guidance, because I got the same problem you have. I probably have slightly more experience and knowledge on it, but I basically have the same -- I don’t know what the actual price of commodities for ‘18 is either yet. I will start to have a better and better view as you get to the end of the crop year. And that’s for really simple economic reasons, right. The primary commodities largely create as a function of what's called carryout, meaning access inventories. And you got to get the crop that’s currently in the field into the bin to know what your carryout is for ’18, and then given that carryout, there is a range of reasonableness that will get embedded in the market for these primary commodities. And then that starts to show up October, November of this year, frankly, when the harvest is well in hand and completed even in some parts of the country. And then you see what ‘18 looks like, and we’ll project accordingly. Like I said though, it's not all commodity price. It’s – you’ve gone through in the marketplace kind of three years for the grain farmer that have been reasonably difficult. We have talked in prior phone calls not as difficult as the press makes it look, but reasonably challenged, but it hasn't gotten any worse. So there is a kind of pent-up desire and effort to continuing to farm, to expand your farm, we think that starts to show back up in modest rental increases, somewhat under-related to what's going on with headline commodity price itself. So, like I said, I stick with what I said in the call. We think we are going to start to see modest rent increases portfolio wide.

Okay, thank you.

The next question comes from Richard Chiller of Robert W. Baird. Please go ahead.

Good morning, guys. Thanks for the added color on some these crop-share revenue adjustments here. I appreciate that the leases that were signed in ‘14 probably higher base rents and lower cash bonus type rental revenue and that has switched for those three-year lease rolls. But if you were to look at your portfolio today, would you say the majority of your leases have this added bonus? Are they still at the high cash rent place? And then also, have you guys already thought about disclosing the breaking out rental income by crop share revenue and then also base rents?

So, on your first question, the majority at this point has adjusted. You’re not – I mean, we’ve got a lot of cash rent still in place, but the high-tech ‘14 rents are largely behind us at this point in time. So we are not going to -- like I said, I think the words I used is, we are not going to see any sort of rent roll-downs in the magnitude we have seen in the past coming in the future, unless some fundamentally changes in the ag economy from where it is right now. The second question. We have to be a little careful getting to the exact division of cash rent versus crop share, and here is why it gets really complicated. There is not an absolute bright line in our company between crop share and cash rent. And what I mean by that is, I don’t actually think we have any rents that are pure crop share. We may have a few coupled somewhere, probably. But true crop share means you live or die totally on volume and price on what that farmer grows. We don’t do very much of that at all. And then you get to pure cash, which is easy, you get 100% of the rent in cash, and then the area in the middle is incredibly gray. And the reason is some things are a minimum cash rent and a relatively big bonus component. Is that a cash rent or a crop share? It’s a lot more like a crop share actually, but it’s got a pretty decent cash component. Some of them are pretty big basis, say $250 or $300 an acre base, and you might have a $50 bonus if things went really well. That’s really a cash rent. And so trying to divide those things into just two buckets is pretty hard, which is why we don’t do it to-date and at least in the near term aren’t likely to.

Okay, that’s it. Thanks, guys.

[Operator Instructions] The next question comes from Winston Evans, a private investor. Please go ahead.

Mr. Pittman, good morning. Several times on these calls you’ve expressed your opinion that the market is not value and the stock is in relation to what the true value is. Could you give us some feel as to what you believe the true value is, like a net asset value per share, and how you arrive at that?

Sure. If you went -- so we do try to spell this out for people in the supplemental. So to give everybody a page reference, Page 16 of the supplemental gives a cape rate-based valuation of our portfolio, which you can -- all the facts you need there, you are going to apply to come up with a number. So that -- and just to complete the thought, if you run that range of assumptions and you run the highs and the lows, you are going to end up with a high $11 to low $12 stock price. The other way to look at it is, what would our land be worth if you have called up an auctioneer, sold it, shut the company down, sold it all off, paid off the debt, distributed the proceeds to equity. Again, if you did that, based on our estimation of our values for our properties or our – frankly, off our original purchase prices, again, you are going to come up into the mid to high 11s, low 12s. That’s just kind of the reality. What you should be cautious about doing, because hopefully in the next six months to a year we will see this, is that you are going to start to see revenue come back up in not just my portfolio of Farmland but all Farmland. And if people take these reasonably low cap rates we have right now and apply to that increased revenue, you will think you are going to see a 20% jump in Farmland. That’s not going to happen either, right. Because, as I said earlier in the call today, the cap rate is really just an output, it’s not a driver. And if we see revenue come up, you are going to see cap…

And we have a question from Jason Palmer of Midwest Assets Group. Please go ahead.

Thanks, gentlemen, for the report. I was hoping you could maybe go a little bit deeper into the situation that occurred in the South Eastern United States, with the farmer, who have been attendant farmer and left that business, let's say. I know kind of a rosy scenario will spun at the end of that, but if you could go a little bit deeper in that, talk to me maybe about how many acres we are talking; and then also the broader concern of what kind of diligence we have on tenant farmers throughout the entire portfolio so that scenarios like that don’t occur in the future.

I think the – so just to bracket the situation, I mean, obviously we don’t disclose the name of any given tenant. This is a very large, very successful family with substantial holdings in various different businesses, energy, agriculture, lodging and bunch of different stuff. Basically, as their generations have moved on and so on and so forth, just came to a view that they needed to un-complicate their own lives, pick the business that they wanted to decrease exposure to, and farming was it, and it's really nothing more than that. We had a group of very high-quality interested tenants, albeit at on short notice, happy to take on those farms; and as I indicated, we will end up with, frankly, far more valuable and better assets year to down the road with the new tenants in place. As far as the diligence goes, I actually think the question is misplaced, and here is why. When we do a -- we are not pollyanna-ish at all. When we do a sale lease-back transaction, which is what this was, they are almost always driven by what this transaction was originally, deaf, divorce or distress. So jokingly, the three Ds. No matter what the seller says, if they are an operating farmers selling farmland assets, probably one of those three things is going on, all three of them make their financial picture a little shaky at least for a few years as they reorganize themselves either for generational change or divorce, or as I said, distressed. So we almost always pre-collect a substantial portion of those rents in advance, because it insulates us in true economic terms from exactly what happened here. Somebody comes into. It’s a couple of years later, says, “I worn out.” I say, “Great, you can get out. I get to re-rent the properties at a pretty steep discount still come out whole and you move on. But – I mean, that is the essence of protecting ourselves and our rental stream, which is in fact we have, like I said, because of the access termination payment, not just the pre-collected rents, we actually have seen per-acre cash coming in on those farms going up, not down. So I mean, I think we are doing the right thing there. Portfolio-wide, most of the time we are buying from an investor, not a fund like us but from a farm family that left farming several generations ago. So it’s not really a sale-leaseback transaction. But in the sales-leaseback transactions, we protect ourselves in the way I just described. So I think we are frankly pretty diligent about it, and I don’t see a bunch of issues buried in the portfolio of that any way.

But actually, while the outcome of this situation from a timing of financial performance is making our life a little bit more difficult because of just lumped up some revenues in one period rather than in other periods. From an economic perspective, as Paul was saying, if I could have actually the saving identical economic outcome on entire of our portfolio, I would do that tomorrow, because it was over to win.

Sure. No, I understand that. One quick follow-up to that, I guess, would be, a couple of times now there has been reference to something along the lines of well. Frankly, we think going forward, there will be more value creation kind of almost like the new tenants are going to take -- are going to be more productive, are going to do better things, are going to reinvest in the property at a higher rate than the previous folks, which frankly a little are concerning to me. The second piece, and I fully appreciate what you are saying about hedging, getting money paid up, front-locking and that in case something bad does happen, I fully appreciate that. The lower rental rates that the new tenants are in there for, as you said substantially lower, are those locked in for any period of time? Or will those be able to be brought back up to market rents in the near future?

So they are basically locked in as for the duration of the original set of leases, and after that they will come back up. So let me -- now I understand your question. Let me help you a little bit more. What I described -- the family that exited these properties, I would characterize incredibly, credibly high-quality properties, but a certain level of benign collect had begun to set in, as you might expect given the story line I just told you about the company having other divisions and some generational change and deciding to exit agriculture. I mean, that is not a decision that’s made in one year. So remember, when you have a tenant terminate you don’t -- under the law, that’s not an opportunity for a landlord to make a win fall. I mean, if I have to gone out and re-lease those properties at exactly the same price I had under the original tenant, I think they probably could have sued me and made me give the money back, give the excess profit back to them, right? It’s called the mitigation of your loss concept legally. So our view was, “No, let’s go find really high-quality tenants, work out property improvement plans with those tenant, rent it to them at a reasonably discounted rate for a short period of time, and I get significant improvement to property, meaning investment in fertility, investment in cleaning out the drainage structures, investment in land leveling, investment in weed control, investment in timber clearing, just the general sprucing up of the property, and I get a tenant really excited to do those -- new tenant really excited to do those things, because they the property’s fundamental quality long term and they get to do it while getting the property for a period of time at a reasonably low rent. So it’s a win for everybody, except the exiting party. But it's the exiting party who is the bad actor, if you will, and chose to leave, so I don’t feel bad about it. And that’s what's going on here. You just pull it a -- you put somebody really excited, determined that have a long-term outlook on this property, you help them from a financial point of view because of a luck of how we’ve structured the transaction to really aggressively investing the property, and it's better for us and them when we go to roll the rent again from the original lease to a new lease, which as I said, this is depending on the lease two or three away still.

And we have a question from Wes Hardy of457 Cadaret Grant. Please go ahead.

Good morning, Mr. Pittman. I did notice your active buying of the stock, and thank you for supporting and believing in the plants. I had a question about the balance sheet highlights, the fix versus floating debt. Seems like there is actually an improvement, and I want to know if that was due to just mainly to the acquisition, or if you guys have been working to structure more fix at?

Luca, I'm going to let you go first on that one and – what’s everyone paid for everybody’s benefits.

We actually did look in into -- we swap some floating rates into us and fix rate essentially.

.:

Perfect. Thanks you. And the – its seems like before there were people wanting to see long-term view of acquisitions, future acquisitions, but it seems from just looking at the highlights the company is in actually a better position now than it was the same time last year. So is it mainly only the equity price being cited for the reason that you would -- I think you said press pause for a little while or to see where commodities rates are going to go?

Absolutely. I mean, if I was still running my private business that I have done investing in Farmland for 15 or 17 years before we went public, I would be aggressively acquiring farms right now. You buy in this sector when the commodity cycles down and everybody says farming stinks and yada, yada, yada; because these long-term trend lines are not going to change, global food demand is not going down, land availability is not going to – I mean, I can discover a brand new IOS somewhere in the world. But the reality is, I'm running a public company now and I'm not going to sell our land cheap as we keep growing. We are going to get recognized for the fair value underlying us. We own a $1 billion of farmland. I would like to own more, but that’s already a lot. And we are going to sit tight in terms of common equity issuances until we see stock price recovery, and we will improve our properties and negotiate our rents, and keep our costs under control, and the value will get recognized as our view. That’s kind of what we are thinking.

Thank you so much.

Thanks.

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

Well, thank you all very much for joining us. I hope this conference call and our continued expansion of the supplement will make the story and the investment more clear. If there is anything we have said today and you don’t frankly understand it or want further discussion, please do feel free to give us a call here at the company, and we will try to help you out as much as possible. Thank you again. Talk to you in the future.

Bye now.

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