UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 1, 2015

FARMLAND PARTNERS INC.

(Exact Name of Registrant as Specified in its Charter)

 Registrant’s Telephone Number, Including Area Code: (720) 452-3100

Not Applicable

(Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

On May 1, 2015, Farmland Partners Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to file the financial statements for the year ended December 31, 2014 of Northeast Nebraska Farms and Nebraska Battle Creek Farms (together, the “Farms”), which the Company acquired on April 10, 2015 in separate transactions from unrelated third parties for an aggregate purchase price of $18.0 million. The Company filed the Original 8-K to satisfy the requirement of Rule 3-14 of Regulation S-X of the Securities and Exchange Commission that relates to the acquisition of one or more properties since January 1, 2015 that are individually insignificant, but significant in the aggregate, to the Company. This amendment to the Original 8-K is being filed for the sole purpose of filing the historical financial statements of the Farms for the three months ended March 31, 2015 and related pro forma financial information of the Company required by Item 9.01(a) and (b) of Form 8-K, and should be read in conjunction with the Original 8-K.

Item 9.01 Financial Statements and Exhibits

(a)  Financial Statements of Properties Acquired.

Northeast Nebraska Farms

·             Report of Independent Auditors

·             Statements of Revenue and Certain Operating Expenses for the three months ended March 31, 2015 (unaudited) and for the year ended December 31, 2014

·             Notes to Statements of Revenue and Certain Operating Expenses

Nebraska Battle Creek Farms

·             Report of Independent Auditors

·             Statements of Revenue and Certain Operating Expenses for the three months ended March 31, 2015 (unaudited) and for the year ended December 31, 2014

·             Notes to Statements of Revenue and Certain Operating Expenses

(b)  Pro Forma Financial Information.

·             Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2015

·             Unaudited Pro Forma Consolidated Income Statement for the three months ended March 31, 2015

·             Unaudited Pro Forma Consolidated Income Statement for the year ended December 31, 2014

·             Notes to Unaudited Pro Forma Consolidated Financial Statements

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(d) Exhibits.

*       Filed herewith.

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INDEPENDENT AUDITORS’ REPORT

To the Stockholders

Farmland Partners Inc.

We have audited the accompanying statement of revenues and certain operating expenses of Northeast Nebraska Farms for the year ended December 31, 2014.

MANAGEMENT’S RESPONSIBILITY FOR THE STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

Management is responsible for the preparation and fair presentation of the statement of revenues and certain operating expenses in accordance with the basis of accounting described in Note 2; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statement of revenues and certain operating expenses that is free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the statement of revenues and certain operating expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain operating expenses are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement of revenues and certain operating expenses. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the statement of revenues and certain operating expenses, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to Northeast Nebraska Farms preparation and fair presentation of the statement of revenues and certain operating expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Northeast Nebraska Farms internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain operating expenses.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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OPINION

In our opinion, the statement of revenues and certain operating expenses of Northeast Nebraska Farms present fairly, in all material respects, the results of their operations for the year ended December 31, 2014 in accordance with the basis of accounting described in Note 2.

EMPHASIS OF MATTER

We draw attention to Note 2 of the statement of revenues and certain operating expenses, which describes the basis of accounting.  The statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for the inclusion on Form 8-K for Farmland Partners Inc., as described in Note 2. The presentation is not intended to be a complete presentation of the Northeast Nebraska Farm’s revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ EKS&H LLLP

May 11, 2015

Denver, Colorado

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Northeast Nebraska Farms

Statements of Revenue and Certain Operating Expenses

For the Three Months Ended March 31, 2015 (unaudited) and the Year Ended December 31, 2014

The accompanying notes are an integral part of these financial statements.

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Northeast Nebraska Farms

Notes to Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2015 (unaudited) and

For the Year Ended December 31, 2014

Note 1. Business

The accompanying historical summary of revenue and certain operating expenses relates to the operations of Northeast Nebraska Farms, consisting of the revenue of seven farms totaling 1,160 acres of row crop farmland located in Nebraska (the “Property”). Farmland Partners Inc. (the “Company”) acquired Northeast Nebraska Farms in April 2015 for total consideration of approximately $9.0 million.

Note 2. Summary of Significant Accounting Policies

The accompanying statements of revenue and certain operating expenses have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X as promulgated by the Securities and Exchange Commission in connection with the Company’s acquisition of Northeast Nebraska Farms. The historical summary is not representative of the actual operations of the Property for the period presented, nor indicative of future operations; however, the Company is not aware of any material factors relating to the Property that would cause the reported financial information to not necessarily be indicative of future operating results. In addition, certain expenses, primarily depreciation and amortization, interest expense, advertising expense, legal and accounting fees, management fees, travel and tax expense, which may not be comparable to the expenses expected to be incurred by the Company in future operations of the Property, have been excluded. Additionally, the Company’s leases with the tenants are structured in such a way that the tenant is responsible for substantially all of the Property’s operating expenses other than property taxes and insurance. Except for property taxes and insurance, the Company does not expect to incur any significant operating expenses in the future operations of the Property; as such, they have been excluded from this historical summary.

Unaudited Interim Statements

The statement of revenue and certain operating expenses for the three months ended March 31, 2015 is unaudited.  As a result, this interim statement should be read in conjunction with the statement and notes included in the December 31, 2014 statement of revenue and certain operating expenses.  The interim statement reflects all adjustments which management believes are necessary for the fair presentation of the statement of revenue and certain operating expenses for the interim period presented.  These adjustments are of a normal recurring nature.  The statement of revenue and certain operating expenses for such interim period is not necessarily indicative of the results of the entire year.

Revenue Recognition

All leases for the three months ended March 31, 2015 (unaudited) and for the year ended December 31, 2014 had a term of one year with no renewal options.  Revenue is recognized on a straight-line basis in accordance with the terms of the related lease.

Use of Estimates

The preparation of the financial statements requires management to use estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period.  Actual results could materially differ from these estimates in the near term.

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Northeast Nebraska Farms

Notes to Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2015 (unaudited) and

For the Year Ended December 31, 2014

Note 2. Summary of Significant Accounting Policies (continued)

Major Tenants

During the three months ended March 31, 2015 (unaudited) and the year ended December 31, 2014, the Property’s total rental revenue of $68,284 and $273,138, respectively, was attributable to two tenants, of which one tenant individually accounted for 97% of the Company’s rental income for the three months ended March 31, 2015 (unaudited) and for the year ended December 31, 2014.

Note 3. Subsequent Events

The Company evaluated all events that have occurred through May 11, 2015, the date the financial statements were available to be issued and noted no items requiring adjustment of the statements or additional disclosure.

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INDEPENDENT AUDITORS’ REPORT

To the Stockholders

Farmland Partners Inc.

We have audited the accompanying statement of revenues and certain operating expenses of Nebraska Battle Creek Farms for the year ended December 31, 2014.

MANAGEMENT’S RESPONSIBILITY FOR THE STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES

Management is responsible for the preparation and fair presentation of the statement of revenues and certain operating expenses in accordance with the basis of accounting described in Note 2; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statement of revenues and certain operating expenses that is free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the statement of revenues and certain operating expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain operating expenses are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement of revenues and certain operating expenses. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the statement of revenues and certain operating expenses, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to Nebraska Battle Creek Farms preparation and fair presentation of the statement of revenues and certain operating expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Nebraska Battle Creek Farms internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain operating expenses.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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OPINION

In our opinion, the statement of revenues and certain operating expenses of Nebraska Battle Creek Farms present fairly, in all material respects, the results of their operations for the year ended December 31, 2014 in accordance with the basis of accounting described in Note 2.

EMPHASIS OF MATTER

We draw attention to Note 2 of the statement of revenues and certain operating expenses, which describes the basis of accounting.  The statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for the inclusion on Form 8-K for Farmland Partners Inc., as described in Note 2. The presentation is not intended to be a complete presentation of the Nebraska Battle Creek Farm’s revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ EKS&H LLLP

May 11, 2015

Denver, Colorado

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Nebraska Battle Creek Farms

Statements of Revenue and Certain Operating Expenses

For the Three Months Ended March 31, 2015 (unaudited) and the Year Ended December 31, 2014

The accompanying notes are an integral part of these financial statements.

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Nebraska Battle Creek Farms

Notes to Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2015 (unaudited) and

For the Year Ended December 31, 2014

Note 1. Business

The accompanying historical summary of revenue and certain operating expenses relates to the operations of Nebraska Battle Creek Farms, consisting of the revenue from five farms totaling 1,117 acres of row crop farmland located in Nebraska (the “Property”). Farmland Partners Inc. (the “Company”) acquired Nebraska Battle Creek Farms in April 2015 for total consideration of approximately $9 million.

Note 2. Summary of Significant Accounting Policies

The accompanying statements of revenue and certain operating expenses have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X as promulgated by the Securities and Exchange Commission in connection with the Company’s acquisition of Nebraska Battle Creek Farms. The historical summary is not representative of the actual operations of the Property for the period presented, nor indicative of future operations; however, the Company is not aware of any material factors relating to the Property that would cause the reported financial information to not necessarily be indicative of future operating results. In addition, certain expenses, primarily depreciation and amortization, interest expense, advertising expense, legal and accounting fees, management fees, travel and tax expense, which may not be comparable to the expenses expected to be incurred by the Company in future operations of the Property, have been excluded. Additionally, the Company’s leases with the tenants are structured in such a way that the tenant is responsible for substantially all of the Property’s operating expenses other than property taxes and insurance. Except for property taxes and insurance, the Company does not expect to incur any significant operating expenses in the future operations of the Property; as such, they have been excluded from this historical summary.

Unaudited Interim Statements

The statement of revenue and certain operating expenses for the three months ended March 31, 2015 is unaudited.  As a result, this interim statement should be read in conjunction with the statement and notes included in the December 31, 2014 statement of revenue and certain operating expenses.  The interim statement reflects all adjustments which management believes are necessary for the fair presentation of the statement of revenue and certain operating expenses for the interim period presented.  These adjustments are of a normal recurring nature.  The statement of revenue and certain operating expenses for such interim period is not necessarily indicative of the results of the entire year.

Revenue Recognition

All leases for the three months ended March 31, 2015 (unaudited) and for the year ended December 31, 2014 had a term of one year with no renewal options.  Revenue is recognized on a straight-line basis in accordance with the terms of the related lease.

Use of Estimates

The preparation of the financial statements requires management to use estimates and assumptions that affect the reported amounts of revenues and certain operating expenses during the reporting period.  Actual results could materially differ from these estimates in the near term.

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Nebraska Battle Creek Farms

Notes to Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2015 (unaudited) and

For the Year Ended December 31, 2014

Note 2. Summary of Significant Accounting Policies (continued)

Major Tenants

During the three months ended March 31, 2015 (unaudited) and the year ended December 31, 2014, the Property’s total rental revenue was attributable to one tenant.

Note 3. Subsequent Events

The Company evaluated all events that have occurred subsequent to May 11, 2015, the date the financial statements were available to be issued and noted no items requiring adjustment of the statements or additional disclosure.

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Farmland Partners Inc.

Pro Forma Consolidated Financial Statements

(Unaudited)

Farmland Partners Inc. (the “Company”) is an internally managed real estate company that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America.  The Company was incorporated on September 27, 2013.  The Company is the sole member of the general partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013.  All of the Company’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership.

On April 10, 2015, the Company acquired Northeast Nebraska Farms and Nebraska Battle Creek Farms (together, the “Farms”) from unrelated third parties in separate transactions, for an aggregate purchase price of $18.0 million.  The Company paid an aggregate of $15.2 million in cash and issued an aggregate of 238,587 units of limited partnership interest in the Operating Partnership (“OP units”) with a fair value of $2.8 million.  The Farms comprise a total of 2,277 acres of row crop farmland in northeast Nebraska.

The unaudited pro forma consolidated financial statements have been derived from our historical combined consolidated financial statements. The unaudited pro forma consolidated balance sheet as of March 31, 2015 is presented to reflect adjustments to the Company’s historical consolidated balance sheet as of March 31, 2015 as if the acquisition of the Farms were completed on March 31, 2015. The unaudited pro forma consolidated income statements for the three months ended March 31, 2015 and for the year ended December 31, 2014 are presented as if the acquisition of the Farms were completed on January 1, 2014.

The following unaudited pro forma consolidated financial statements should be read in conjunction with (i) the historical combined consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, which were filed with the Securities and Exchange Commission on March 2, 2015 and May 8, 2015, respectively, and (ii) the statements of revenue and certain operating expenses, filed in accordance with Rule 3-14 of Regulation S-X, of Northeast Nebraska Farms and Nebraska Battle Creek Farms, for the three months ended March 31, 2015 and for the year ended December 31, 2014. The Company has based the unaudited pro forma adjustments on available information and assumptions that the Company believes are reasonable.

The following unaudited pro forma consolidated financial statements are presented for informational purposes only and are not necessarily indicative of (1) what the Company’s actual financial position would have been as of March 31, 2015 assuming the acquisition of the Farms had been completed on March 31, 2015, (2) what the Company’s actual results of operations would have been for the three months ended March 31, 2015 and for the year ended December 31, 2014 assuming the acquisition of the Farms had been completed as of the beginning of the earliest period presented, or (3) the Company’s future results of operations or financial condition as of any future date or for any future period, as applicable.

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Farmland Partners Inc.

Unaudited Pro Forma Consolidated Balance Sheet

March 31, 2015

(In thousands, except share and per share data)

The accompanying notes are an integral part of these financial statements.

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Farmland Partners Inc.

Unaudited Pro Forma Consolidated Income Statement

For the Three Months Ended March 31, 2015

(In thousands, except share and per share data)

The accompanying notes are an integral part of these financial statements.

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Farmland Partners Inc.

Unaudited Pro Forma Consolidated Income Statement

For the Three Months Ended December 31, 2014

(In thousands, except share and per share data)

The accompanying notes are an integral part of these financial statements.

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Farmland Partners Inc.

Unaudited Pro Forma Consolidated Financial Statements

(In thousands, except share and per share data)

1. Adjustments to the Pro Forma Consolidated Balance Sheet

2. Adjustments to the Pro Forma Consolidated Income Statements

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Farmland Partners Inc.

Unaudited Pro Forma Consolidated Financial Statements

(In thousands, except share and per share data)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

*    Filed herewith.

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