Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - Farmland Partners Inc. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001- 36405
FARMLAND PARTNERS INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
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46-3769850 |
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(State of Organization) |
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(IRS Employer Identification No.) |
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8670 Wolff Court, Suite 240 Westminster, Colorado |
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80031 |
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(Address of Principal Executive Offices) |
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(720) 452-3100
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o Yes x No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). x Yes o No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer o |
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Accelerated Filer o |
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Non-Accelerated Filer x |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
As of May 16, 2014, 4,014,283 shares of the Registrant’s common stock were outstanding.
EXPLANATORY NOTE
The registrant is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q (“Amendment No. 1”) for the quarter ended March 31, 2014, filed with the Securities and Exchange Commission on May 20, 2014 (the “Original Filing”), to furnish Exhibit 101 to the Original Filing. Exhibit 101 provides the financial statements and related notes from the Original Filing formatted in XBRL (eXtensible Business Reporting Language).
Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Farmland Partners Inc. |
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Dated: June 16, 2014 |
/s/ Paul A. Pittman |
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Paul A. Pittman |
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Executive Chairman, President and Chief Executive Officer |
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(Principal Executive Officer) |
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Dated: June 16, 2014 |
/s/ Luca Fabbri |
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Luca Fabbri |
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Chief Financial Officer, Secretary and Treasurer |
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(Principal Financial and Accounting Officer) |
Exhibit Index
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Exhibit |
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Description of Exhibit |
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3.1 |
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Articles of Amendment and Restatement (Incorporated by reference Exhibit 3.1 to the Company’s Registration Statement on Form S-11/A, filed on March 24, 2014). |
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3.2 |
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Amended and Restated Bylaws (Incorporated by reference Exhibit 3.2 to the Company’s Registration Statement on Form S-11/A, filed on March 24, 2014). |
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10.1 |
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Representation, Warranty and Indemnity Agreement, dated March 24, 2014, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Paul A. Pittman and Jesse J. Hough (Incorporated by reference Exhibit 10.12 to the Company’s Registration Statement on Form S-11/A, filed on March 24, 2014). |
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10.2 |
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Agreement and Plan of Merger, dated March 24, 2014, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Pittman Hough Farms LLC and FP Land LLC (Incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-11/A, filed on March 24, 2014). |
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10.3 |
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Right of First Offer Agreement, dated March 24, 2014, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, and Pittman Hough Farms LLC (Incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-11/A, filed on March 24, 2014). |
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10.4 |
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Right of First Offer Agreement, dated March 24, 2014, by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, and Paul A. Pittman (Incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-11/A, filed on March 24, 2014). |
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31.1* |
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2* |
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1* |
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS |
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XBRL Instance Document** |
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101.SCH |
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XBRL Taxonomy Extension Schema** |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase** |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase** |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase** |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase** |
* Previously filed by the registrant with the Quarterly Report on Form 10-Q filed on May 20, 2014.
** Furnished with this Form 10-Q/A. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.