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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2016

FARMLAND PARTNERS INC.
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction
of incorporation) 001-36405
(Commission
File Number) 46-3769850
(IRS Employer
Identification No.)

4600 S. Syracuse Street, Suite 1450
Denver, Colorado
(Address of principal executive offices) 80237
(Zip Code)

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:

ý

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))

Item 8.01.    Other Events.

        As previously disclosed, on September 12, 2016, Farmland Partners Inc. (the "Company"), Farmland Partners Operating Partnership, LP, Farmland Partners OP GP LLC (the "General Partner"), FPI Heartland LLC ("Parent Merger Sub"), FPI Heartland Operating Partnership, LP ("OP Merger Sub") and FPI Heartland GP LLC entered into an Agreement and Plan of Merger (the "Merger Agreement") with American Farmland Company ("AFCO") and American Farmland Company L.P. ("AFCO OP"). The Merger Agreement provides for: (i) OP Merger Sub to merge with and into AFCO OP (the "Partnership Merger"), with AFCO OP continuing as the surviving entity, and (ii) AFCO to merge with and into Parent Merger Sub (the "Company Merger" and, together with the Partnership Merger, the "Mergers"), with Parent Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of FPI.

        This Current Report on Form 8-K provides certain financial information with respect to the proposed Mergers for the purpose of incorporating such information by reference into the Company's effective registration statements under the Securities Act of 1933, as amended (the "Securities Act"). This financial information was previously included or incorporated by reference in the Company's Registration Statement on Form S-4/A (Registration No. 333-213925) filed with the Securities and Exchange Commission ("SEC") on November 15, 2016. Specifically, this Current Report on Form 8-K provides: (1) AFCO's unaudited condensed consolidated financial statements as of September 30, 2016 and for the nine months ended September 30, 2016 and 2015, attached hereto as Exhibit 99.1, (2) AFCO's audited consolidated financial statements and schedule as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, which is attached hereto as Exhibit 99.2, and (3) the Company's unaudited pro forma condensed combined financial statements as of and for the nine months ended September 30, 2016 and for the year ended December 31, 2015, giving effect to the proposed Mergers, which is attached hereto as Exhibit 99.3. The information in Exhibit 99.1 and Exhibit 99.2 was provided by AFCO.

Important Information for Investors and Stockholders

        This Current Report on Form 8-K may be deemed to be solicitation material in respect of the proposed Mergers. In connection with the proposed transaction, on November 15, 2016 the Company filed with the SEC Amendment No. 1 to its Registration Statement on Form S-4 that includes a joint proxy statement of the Company and AFCO that also constitutes a preliminary prospectus of the Company. The information in the preliminary joint proxy statement/prospectus is not complete and may be changed. The definitive joint proxy statement/prospectus will be mailed or otherwise disseminated to the Company's and AFCO's respective stockholders after the registration statement becomes effective with the SEC. The Company and AFCO also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by the Company and AFCO with the SEC at the SEC's website at www.sec.gov. Copies of the documents filed by the companies will be available free of charge on their websites at www.farmlandpartners.com and www.americanfarmlandcompany.com.

Participants in Solicitation

        The Company, AFCO and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on March 15, 2016, and its proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 14, 2016. Information about the directors and executive officers of AFCO is set forth in its Annual Report on Form 10-K for the year ended December 31, 2015, which was filed with the SEC on

March 30, 2016, and its proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 28, 2016. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Item 9.01.    Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired

        The unaudited consolidated financial statements of AFCO as of September 30, 2016 and for the nine months ended September 30, 2016 and 2015 are filed herewith as Exhibit 99.1 and incorporated in this Item 9.01(a) by reference.

        The audited consolidated financial statements of AFCO as of December 31, 2015 and 2014 and for each of the three years in the three-year period ended December 31, 2015 are filed herewith as Exhibit 99.2 and incorporated in this Item 9.01(a) by reference.

(b)

Pro Forma Financial Information

        The unaudited pro forma condensed combined financial statements of FPI as of and for the nine months ended September 30, 2016 and for the year ended December 31, 2015, giving effect to the proposed Mergers, are filed herewith as Exhibit 99.3 and are incorporated in this Item 9.01(b) by reference.

(d)

Exhibits

Exhibit No.		Description
	23.1	Consent of Deloitte & Touche LLP.
	99.1	Unaudited Condensed Consolidated Financial Statements of American Farmland Company as of September 30, 2016 and for the nine months ended September 30, 2016 and 2015.
	99.2	Audited Consolidated Financial Statements of American Farmland Company as of December 31, 2015 and 2014 and for each year in the three-year period ended December 31, 2015.
	99.3	Unaudited Pro Forma Condensed Combined Financial Statements of Farmland Partners Inc. as of and for the nine months ended September 30, 2016 and for the year ended December 31, 2015.

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.

	FARMLAND PARTNERS INC.
Dated: November 18, 2016	By:	/s/ LUCA FABBRI Luca Fabbri Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.		Description
	23.1	Consent of Deloitte & Touche LLP.
	99.1	Unaudited Condensed Consolidated Financial Statements of American Farmland Company as of September 30, 2016 and for the nine months ended September 30, 2016 and 2015.
	99.2	Audited Consolidated Financial Statements of American Farmland Company as of December 31, 2015 and 2014 and for each year in the three-year period ended December 31, 2015.
	99.3	Unaudited Pro Forma Condensed Combined Financial Statements of Farmland Partners Inc. as of and for the nine months ended September 30, 2016 and for the year ended December 31, 2015.

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Item 8.01. Other Events.

Important Information for Investors and Stockholders
Participants in Solicitation

Item 9.01. Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the use in this Current Report on Form 8-K of Farmland Partners Inc. of our report dated March 30, 2016 relating to the consolidated financial statements and financial statement schedule of American Farmland Company as of December 31, 2015 and 2014, and for each of the three years in the period ended December 31, 2015.

/s/ DELOITTE & TOUCHE LLP

New York, New York

November 18, 2016

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1

Exhibit 99.1

AMERICAN FARMLAND COMPANY

Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015	2
Consolidated Statements of Operations for the Nine Months Ended September 30, 2016 and 2015	3
Consolidated Statements of Changes in Equity for the Nine Months Ended September 30, 2016 and 2015	4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015	5
Notes to Consolidated Financial Statements	6

1

AMERICAN FARMLAND COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

	September 30, 2016			December 31, 2015
ASSETS:
Investments in real estate—net	$	228,719,443		$	171,342,731
Cash and cash equivalents		1,810,045			14,518,788
Rent receivable		2,276,672			1,766,254
Deferred financing costs, net		459,885			558,992
Other assets		514,019			2,099,336
Total assets	$	233,780,064		$	190,286,101
LIABILITIES AND EQUITY:
LIABILITIES:
Borrowings under credit facilities	$	75,000,000		$	27,200,000
Accrued expenses and other liabilities		4,418,386			2,377,305
Legacy performance fee payable to Agricultural Sub-Adviser		—			1,106,307
Unearned rent		2,398,201			834,858
Total liabilities		81,816,587			31,518,470
Commitments and contingencies
EQUITY:
Common stock, $0.01 par value—300,000,000 shares authorized; 16,921,897 shares issued and outstanding at September 30, 2016 and 16,890,847 shares issued and outstanding at December 31, 2015		169,219			168,908
Additional paid-in-capital		150,091,942			149,846,969
Accumulated deficit		(23,575,304	)		(17,644,793	)
Company stockholders' equity		126,685,857			132,371,084
Non-controlling interests in operating partnership		25,277,620			26,396,547
Total equity		151,963,477			158,767,631
Total liabilities and equity	$	233,780,064		$	190,286,101

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

2

AMERICAN FARMLAND COMPANY AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2016			2015			2016			2015
OPERATING REVENUES:
Fixed rent	$	2,227,244		$	1,273,446		$	6,603,778		$	3,809,739
Participating rent		1,978,045			545,716			2,670,162			2,875,280
Recovery of real estate taxes		235,255			119,545			642,605			350,304
Other income		56,411			20,935			83,911			62,735
Total operating revenues		4,496,955			1,959,642			10,000,456			7,098,058
OPERATING EXPENSES:
Depreciation		1,114,400			517,223			3,178,372			1,410,517
Management and performance fees—related party		—			715,060			—			2,739,856
Property operating expenses		653,598			312,741			1,825,464			1,117,155
Due diligence costs on non-consummated transactions		—			—			136,862			—
Professional fees		2,321,976			139,041			3,166,545			373,352
Sub-advisory fees		686,797			—			2,132,930			—
General and administrative expenses		913,286			40,710			3,607,526			187,425
Total operating expenses		5,690,057			1,724,775			14,047,699			5,828,305
OPERATING (LOSS) INCOME		(1,193,102	)		234,867			(4,047,243	)		1,269,753
Interest income		(347	)		(302	)		(2,026	)		(1,200	)
Interest expense and financing costs		422,456			189,613			1,240,039			403,103
Total other expense		422,109			189,311			1,238,013			401,903
(LOSS) INCOME BEFORE GAIN ON SALE OF ASSETS		(1,615,211	)		45,556			(5,285,256	)		867,850
Gain on sale of assets		2,170,720			—			2,163,462			—
INCOME (LOSS) BEFORE INCOME TAXES		555,509			45,556			(3,121,794	)		867,850
Income tax provision		—			—			141,747			79,832
NET INCOME (LOSS)		555,509			45,556			(3,263,541	)		788,018
Less net income (loss) attributable to non-controlling interests		89,952			54,203			(505,886	)		316,941
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	465,557		$	(8,647	)	$	(2,757,655	)	$	471,077
EARNINGS (LOSS) PER WEIGHTED AVERAGE COMMON SHARE:
Basic and diluted	$	0.03		$	(0.00	)	$	(0.16	)	$	0.04
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic and diluted		16,921,897			10,890,847			16,914,984			10,890,847

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

3

AMERICAN FARMLAND COMPANY AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

(Unaudited)

	No. of Shares		Common Stock		Additional Paid in Capital			Accumulated Deficit			Non-Controlling Interests			Total Equity
BALANCE—January 1, 2015		10,436,902	$	104,369	$	105,445,855		$	(6,672,472	)	$	20,561,963		$	119,439,715
Issuance of stock—securities sales pre Offering		453,945		4,539		5,245,461			—			—			5,250,000
Offering costs		—		—		(441	)		—			(91	)		(532	)
Net income		—		—		—			471,077			316,941			788,018
Dividends and distributions		—		—		—			(1,361,356	)		(300,937	)		(1,662,293	)
BALANCE—September 30, 2015		10,890,847	$	108,908	$	110,690,875		$	(7,562,751	)	$	20,577,876		$	123,814,908
BALANCE—January 1, 2016		16,890,847	$	168,908	$	149,846,969		$	(17,644,793	)	$	26,396,547		$	158,767,631
Share based compensation		31,050		311		218,835			—			—			219,146
Offering cost reversal		—		—		26,138			—			—			26,138
Net loss		—		—		—			(2,757,655	)		(505,886	)		(3,263,541	)
Dividends and distributions		—		—		—			(3,172,856	)		(613,041	)		(3,785,897	)
BALANCE—September 30, 2016		16,921,897	$	169,219	$	150,091,942		$	(23,575,304	)	$	25,277,620		$	151,963,477

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

4

AMERICAN FARMLAND COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(3,263,541	)	$	788,018
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation		3,178,372			1,410,517
Gain on sale of assets		(2,163,462	)		—
Amortization of deferred financing costs		101,784			51,409
Share based compensation		219,146			—
Changes in operating assets and liabilities:
Decrease in other assets		85,317			51,467
(Increase) decrease in rent receivable		(510,418	)		1,139,287
Increase (decrease) in unearned rent		1,563,343			(628,682	)
Increase (decrease) in accrued expenses and other liabilities		1,744,143			(283,166	)
Decrease in Legacy performance fee payable to Agricultural Sub-Adviser		(1,106,307	)		—
Increase in performance fee payable to AFA		—			232,397
Increase in management fee payable to AFA		—			126,651
Net cash (used in) provided by operating activities		(151,623	)		2,887,898
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of real estate investments		(63,525,430	)		(25,080,819	)
Capital expenditures on real estate investments		(3,689,838	)		(7,286,443	)
Proceeds from sale of assets		10,777,806			—
Net cash used in investing activities		(56,437,462	)		(32,367,262	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit facility		53,750,000			31,800,000
Repayment of borrowings under credit facility		(5,950,000	)		—
Offering costs paid		(50,000	)		(4,398,803	)
Financing costs paid		(2,677	)		(366,980	)
Dividends paid to shareholders		(3,253,940	)		(1,392,311	)
Distributions paid to non-controlling interests		(613,041	)		(300,937	)
Net cash provided by financing activities		43,880,342			25,340,969
Net decrease in cash and cash equivalents		(12,708,743	)		(4,138,395	)
Cash and cash equivalents at beginning of period		14,518,788			7,466,642
Cash and cash equivalents at end of period	$	1,810,045		$	3,328,247
NONCASH INVESTING ACTIVITIES:
Deposits for real estate investments paid in 2015, which closed in 2016	$	1,500,000		$	—
Capital expenditures payable in subsequent period		607,104			—
NONCASH FINANCING ACTIVITIES:
Dividends declared in one period and paid in subsequent period	$	139,870		$	166,425
Subscriptions received in prior year		—			5,250,000
Deferred offering costs		—			3,809,333
SUPPLEMENTAL DISCLOSURE
Cash interest paid	$	1,113,426		$	347,910
Cash paid for income taxes		86,016			—

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

5

American Farmland Company

Notes to Consolidated Financial Statements

(Unaudited)

1. ORGANIZATION

        American Farmland Company (together with its subsidiaries, the "Company"), a Maryland corporation, was established on October 9, 2009, and commenced its operations on October 15, 2009, for the purpose of investing in farmland principally located in the United States. The Company conducts all of its activities through American Farmland Company L.P. (the "Operating Partnership"), a Delaware limited partnership. The Company owned 83.8% of the limited partnership interests in the Operating Partnership as of September 30, 2016 and December 31, 2015.

        The Company is the sole general partner of the Operating Partnership. Prior to its internalization on October 23, 2015 (the "Internalization Transaction"), American Farmland Advisors LLC ("AFA") was the external advisor of the Operating Partnership as well as its co-general partner.

        American Farmland TRS LLC ("AFC TRS LLC"), a Delaware limited liability company, was formed originally to hold part of the interest in AFA held by one of the owners of AFA and was acquired by the Operating Partnership as part of the Internalization Transaction. We have elected for AFC TRS LLC to be taxed as a taxable REIT subsidiary ("TRS"). Its income currently consists of its share of the income earned by AFA. Since we indirectly own 100% of the voting securities of AFC TRS LLC, the financial position and results of operations of AFC TRS LLC are consolidated within our financial statements. AFCO CA TRS LLC ("California TRS"), a Delaware limited liability company, was formed to acquire the non-real estate related assets from one of our 2015 acquisitions upon the expiration of the lease with the tenant or earlier under certain circumstances. We have elected for California TRS to be taxed as a TRS. It is currently anticipated that its income will predominately consist of fees earned from the renting of the non-real estate related assets at the end of the lease with the current tenant. Since we indirectly own 100% of the voting securities of California TRS, the financial position and results of operations of California TRS are consolidated within our financial statements.

        All subsequent references in this report to the "Company," "we," "us" and "our" refer, collectively, to American Farmland Company, the Operating Partnership, AFA and the Operating Partnership's subsidiaries, unless the context otherwise requires or where otherwise indicated.

        On October 19, 2015, the Securities and Exchange Commission declared effective the Company's Registration Statement on Form S-11, as amended (File No. 333-205260) in connection with the Company's initial public offering, pursuant to which it registered and sold 6,000,000 shares of the Company's common stock, including 419,900 shares pursuant to a directed shares program, at a public offering price of $8.00 per share, which closed on October 23, 2015 (the "Offering"). The Offering resulted in gross proceeds of approximately $48 million and net proceeds, after deducting underwriting discounts and offering expenses borne by the Company, of approximately $39.2 million.

        On September 12, 2016, the Company and the Operating Partnership entered into a definitive agreement and plan of merger with Farmland Partners Inc. ("FPI"), Farmland Partners Operating Partnership, LP ("Farmland Partners OP"), and certain of their respective subsidiaries, pursuant to which the Company will merge with and into one of FPI's wholly owned subsidiaries with such wholly owned subsidiary of FPI surviving the merger, which we refer to as the "company merger." At the effective time of the company merger, each share of the Company's common stock, issued and outstanding immediately prior to the effective time of the company merger (other than any shares of the Company's common stock owned by any wholly owned subsidiary of the Company or by FPI or

6

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

1. ORGANIZATION (Continued)

Farmland Partners OP or any wholly owned subsidiary of FPI or Farmland Partners OP), will be automatically converted into the right to receive, subject to certain adjustments, 0.7417 shares of FPI common stock, which we refer to as the "company merger consideration." In addition, in connection with the company merger, each outstanding Company restricted stock unit that has become fully earned and vested in accordance with its terms will, at the effective time of the company merger, be converted into the right to receive the company merger consideration.

        Pursuant to the merger agreement and prior to the company merger, a Farmland Partners OP subsidiary will merge with and into the Operating Partnership, with the Operating Partnership surviving as a wholly owned subsidiary of FPI, which we refer to as the "partnership merger." At the effective time of the partnership merger, each common unit of limited partnership interest in the Operating Partnership issued and outstanding immediately prior to the effective time of the partnership merger, will be automatically converted into the right to receive, subject to certain adjustments, 0.7417 Class A common units of limited partnership interest in Farmland Partners OP.

        The closing of the partnership merger and the company merger, which we refer to collectively as the "mergers," is conditioned, among other things, upon the requisite approval of the company merger by the holders of the Company's common stock and the holders of FPI's common stock and the requisite approval of the issuance of shares of FPI common stock in connection with the company merger by holders of shares of FPI's common stock. In addition to those stockholder approvals, the closing of the mergers is subject to other customary closing conditions. Accordingly, there is no assurance that the mergers will occur on the terms described herein, or at all. See "Item 1A Risk Factors" included in this Quarterly Report on Form 10-Q. The Company has expensed $2,042,386 and $2,241,738 for the three months and nine months ended September 30, 2016, respectively, in professional fees and other costs associated with its strategic alternatives review process and the negotiation of the mergers.

        Subject to the satisfaction of all of the conditions to closing, including the receipt of the separate stockholder approvals, the transactions contemplated by the merger agreement, including the mergers, are expected to close in the first quarter of 2017.

        For information regarding the mergers and related matters, please refer to the Company's other filings with the SEC that have been made in connection with the proposed mergers, including the Registration Statement on Form S-4 filed by FPI with the SEC on October 3, 2016 and the Current Report on Form 8-K filed with the SEC on September 12, 2016.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The accompanying interim consolidated financial statements are unaudited and include the accounts of the Company, the Operating Partnership and its wholly owned limited liability companies. All intercompany transactions and balances have been eliminated. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and changes in cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted. These interim consolidated financial statements should be read in conjunction with the

7

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission. We have made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the operating results for the full year.

        Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. There were no such cash equivalents at September 30, 2016 and December 31, 2015. The Company maintains cash balances in major banks which, at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation (FDIC). The Company had funds on deposit in excess of amounts insured by the FDIC; however, the Company believes the credit risk related to these deposits is minimal.

        Investments in Real Estate—Investments in real estate consist of farmland and improvements made to the farmland, consisting of buildings; wells, irrigation and drain systems; and trees and vines acquired in connection with the land purchase. Investments in real estate are recorded at cost. Improvements, replacements and costs of development for new trees and vines or the repurposing of raw land are capitalized when they extend the useful life or improve the use of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives range from seven to eighteen years for land improvements, twenty-five to thirty years for buildings, five to thirty years for trees and vines, and five to eight years for fixtures and equipment.

        In some cases we acquire farmland without a lease in place, with newly-originated leases where the seller or related party is not the tenant, or in sale-leaseback transactions with newly-originated leases. These transactions are accounted for as asset acquisitions under Accounting Standards Codification ("ASC") 360, "Property, Plant and Equipment." In the case of an asset acquisition, the transaction costs incurred are capitalized as part of the purchase price of the asset.

        Other acquisitions involve the acquisition of farmland that is already being operated as rental property and has a lease in place that is assumed at the time of acquisition, which are considered to be business combinations under ASC 805 "Business Combinations." ASC 805 requires that all transaction costs related to the acquisition be expensed as incurred, rather than capitalized.

        The Internalization Transaction included, among other things, the acquisition of AFA. The Internalization Transaction was treated as a business combination under ASC 805, and the excess of the consideration over the fair value of the net liabilities assumed from AFA together with transaction costs associated with the Internalization Transaction were expensed in the fourth quarter of 2015.

        Whether an acquisition is treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the purchase price must be allocated to the tangible assets acquired and liabilities assumed (if any) consisting of land, buildings, improvements, trees and vines, long-term debt (if any), and identifiable intangible assets and liabilities, typically the value of any in-place leases, as well as above-market and below-market leases, based in each case on their fair values.

8

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Management's estimates of fair value are made using methods similar to those used by independent appraisers, such as a sales comparison approach, a cost approach, and an income capitalization approach (utilizing a discounted cash flow analysis). Factors considered by management in its analysis include an estimate of carrying costs during hypothetical, expected lease-up periods, taking into consideration current market conditions and costs to execute similar leases and the commodity prices for the crops grown and productivity on such properties, where the lease will include a participation in the gross revenues earned by the tenant. Management also considers information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed. In estimating carrying costs, management also includes real estate taxes, insurance and other operating expenses and estimates of lost rental income at market rates during the hypothetical, expected lease-up periods, which primarily range from 3 to 12 months, depending on specific local market conditions. Management also estimates costs to execute similar leases, including legal and other related expenses, to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction. Management allocates purchase price to the fair value of the tangible assets and liabilities of an acquired property by valuing the property as if it were vacant. The "as-if-vacant" value is allocated to land, buildings, improvements and trees and vines based on management's determination of the fair values of these assets.

        Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining, non-cancelable term of the lease. The total amount of other intangible assets or liabilities acquired will be further allocated to in-place lease values based on management's evaluation of the specific characteristics of each tenant's lease. When determining the non-cancelable term of the lease, fixed-rate renewal options, if any, are evaluated to see if they should be included. The value of in-place leases is amortized over the remaining term of the lease. Should a tenant terminate its lease, the unamortized portion of any above-market and below-market lease values, in-place lease values and any associated intangibles will be immediately charged to the related income or expense. There were no above-market or below-market in-place lease intangibles as of September 30, 2016 and December 31, 2015.

        We account for the impairment of real estate, including intangible assets, in accordance with ASC 360-10-35, "Property, Plant, and Equipment," which requires us to periodically review the carrying value of each property to determine whether circumstances indicate impairment of the carrying value of the investment exists or if depreciation periods should be modified. If circumstances support the possibility of impairment, we prepare a projection of the undiscounted future cash flows, without interest charges, of the specific property and determine whether the carrying value of the investment in such property is recoverable. In performing the analysis, we consider such factors as agricultural and business conditions in the regions in which our farms are located, and the development period (if applicable), and whether there are indications that the fair value of the real estate has decreased. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

9

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        We evaluate our entire property portfolio each quarter for any impairment indicators and perform an impairment analysis. We concluded that none of our properties were impaired as of September 30, 2016 or December 31, 2015 and we will continue to monitor our portfolio for any indicators of impairment. There have been no impairments recognized on real estate assets since our inception.

        Earnings Per Share—Basic earnings per share is calculated by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding during the period, plus other potentially dilutive securities such as stock grants (if applicable) or shares that would be issued in the event that Common Units are redeemed for shares of common stock. No adjustment is made for shares that are anti-dilutive during a period.

        Shares whose issuance is contingent upon the satisfaction of certain conditions shall be considered outstanding and included in the computation of diluted EPS as follows (i) if all necessary conditions have been satisfied by the end of the period (the events have occurred), those shares shall be included as of the beginning of the period in which the conditions were satisfied (or as of the date of the grant, if later) or (ii) if all necessary conditions have not been satisfied by the end of the period, the number of contingently issuable shares included in diluted EPS shall be based on the number of shares, if any, that would be issuable if the end of the reporting period were the end of the contingency period (for example, the number of shares that would be issuable based on current period earnings or period-end market price) and if the result would be dilutive. Those contingently issuable shares shall be included in the denominator of diluted EPS as of the beginning of the period (or as of the date of the grant, if later).

        Non-Controlling Interests—Non-controlling interest is the portion of capital in the Operating Partnership not attributable to the Company. Our non-controlling interests relate to the capital accounts of affiliates of the members of AFA (the "Founders"), the interests acquired by the owners of AFA pursuant to the Internalization Transaction and until October 23, 2015, the de minimis capital account of AFA in the Operating Partnership. Non-controlling interests are reported in equity on the consolidated balance sheets but separate from the Company's stockholders' equity. On the consolidated statements of operations, the Operating Partnership is reported at the consolidated amount, including both the amount attributable to the Company and non-controlling interests.

        Rent Receivable—Rent receivable is presented at face value, net of the allowance for doubtful accounts, if any. The allowance for doubtful accounts is established through provisions charged against income and is maintained at a level believed adequate by management to absorb estimated bad debts based on historical experience and current economic conditions. The allowance for doubtful accounts was $0 as of September 30, 2016 and December 31, 2015.

        Deferred Financing Costs—Deferred financing costs consist of costs incurred to obtain financing, including legal fees, up-front commitment fees, administrative fees and in some cases, mortgage recording taxes. Costs associated with our borrowings are deferred and amortized over the terms of the respective credit facilities using the straight-line method, which approximates the effective interest method. Accumulated amortization of deferred financing costs was $218,577 and $116,793 as of September 30, 2016 and December 31, 2015, respectively. Total amortization expense related to

10

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

deferred financing costs amounting to $101,784 and $51,409 for the nine months ended September 30, 2016 and 2015, respectively, is included in interest expense and financing costs on the accompanying consolidated statements of operations. See Note 6, "Borrowings under Credit Facilities," for further discussion on these related financings.

        Other Assets—Other assets primarily comprise prepaid expenses, deposits on potential farm acquisitions ($0 as of September 30, 2016 and $1.5 million as of December 31, 2015), deposits on trees to be acquired for development purposes and other miscellaneous receivables.

        Fair Value of Financial Instruments—The fair value of the Company's assets and liabilities which qualify as financial instruments under ASC 825 "Financial Instruments" approximates the carrying amounts presented in the consolidated balance sheets.

        Operating Revenues—All leases on farms are classified as operating leases and the related base or fixed rental income from the farms is recognized on a straight-line basis commencing from the effective date of the lease or the acquisition date of the property in the case of in-place leases on properties acquired. In certain instances the Company receives base rental income from leases that commenced with the crop year which can be prior to the effective date of the lease. The rental income relating to the period prior to the effective date of the lease is recorded as unearned rent and amortized into rental income over the lease term. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to rent receivable. Participating rent is recorded when all contingencies have been resolved such that the tenant is entitled to gross revenues from a packing house, wine producer, shipper, huller processor or other marketing, processing or distributing entity, or crop insurance which enables the Company to estimate and/or measure its share of such gross revenues. As a result, depending on the circumstances described above for a particular lease, in certain instances, participating rent will be recognized by the Company in the year the crop was harvested, and in other instances, participating rent will be recognized partially in the year of the harvest and the balance in the year following the harvest.

        Recovery of expenses represents revenues from tenant leases that provide for the recovery of all or a portion of the real estate taxes of the respective property. The revenue is accrued in the same periods as the expense is incurred.

        Unearned Rent—A number of the Company's tenant leases, particularly in the commodity row crop segment, require that tenants pay the full annual rent in advance of planting, or in two semi-annual installments. For such leases, the advance rent for future periods is recorded to unearned rent as a liability, and is then recorded to income over the periods represented by the payment received. In addition, as more fully described in "Operating Revenues" above, cash received relating to the period prior to the effective date of a lease is recorded as unearned rent and is released to rental income over the life of the lease. In the first quarter of 2016, the Company received cash rents in advance of the lease commencement dates for the new leases executed for the Sun Dial properties, and these advance rents were recorded to unearned rent. The aggregate unearned rent balance on the consolidated balance sheet was $2,398,201 and $834,858 as of September 30, 2016 and December 31, 2015, respectively.

11

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Income Taxes—The Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. No provision has been made in the accompanying financial statements for federal, state or local income taxes for the Operating Partnership, as each partner is individually responsible for reporting their share of the Partnership's income or loss on their own tax returns. The Company operates in a manner intended to enable it to qualify as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"). Under these sections, a real estate investment trust, which distributes at least 90% of its real estate investment trust taxable income (determined without regard to the deduction for dividends paid and excluding capital gains) to its stockholders each year and that meets certain other conditions, will not be subject to federal income taxes on that portion of its taxable income that is distributed to its stockholders. To the extent that the Company satisfies its annual distribution requirement but distributes less than 100% of taxable income, it will be subject to an excise tax on undistributed taxable income. The Company is subject to federal income taxation in the event it generates taxable income from prohibited transactions. The consolidated statement of operations includes $0, for the three months ended September 30, 2016 and 2015, and $141,747 and $79,832, respectively, for the nine months ended September 30, 2016 and 2015, as a provision for income taxation resulting from prohibited transactions. The prohibited transactions arise from revenue received from the sale of crops grown on farms undergoing development before the trees become fully mature and the farms become leasable. The income tax provision reported represents the 100% tax attributed to the prohibited transactions of the Company. Additionally, the Company consolidates within its financial statements the results of two TRSs, AFC TRS LLC and California TRS. The income taxes arising from these two TRSs have been de minimis to date.

        The Company accounts for certain tax positions in accordance with ASC 740 "Income Taxes." ASC No. 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-65, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has greater than 50% likelihood of being realized upon ultimate settlement. ASC No. 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes and accounting in interim periods and requires increased disclosures.

        As of September 30, 2016 and December 31, 2015, the Company does not have a liability for uncertain tax positions. Potential interest and penalties associated with such uncertain tax positions would be recorded as a component of the income tax provision. As of September 30, 2016, the tax years ended December 31, 2012 through December 31, 2015 remain open for an audit by the Internal Revenue Service.

        Management does not believe the Company has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.

        New Accounting Pronouncements—In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 provides additional guidance for management to reassess revenue recognition as it relates to: (1) transfer of control, (2) variable

12

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

consideration, (3) allocation of transaction price based on relative standalone selling price, (4) licenses, (5) time value of money and (6) contract costs. Further disclosures will be required to provide a better understanding of revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. ASU 2014-09 is effective for us on January 1, 2018, with early adoption permitted as of January 1, 2017. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial statements.

        In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) ("ASU 2014-15"). ASU 2014-15 requires management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles of current U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term "substantial doubt", (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is still present and (6) require an assessment for a period of one year after the date that the financial statements are issued. ASU 2014-15 is effective for us on January 1, 2017, with early adoption permitted. We are currently evaluating the impact ASU 2014-15 will have on our consolidated financial statements.

        In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 significantly changes the consolidation analysis required under U.S. GAAP. The new standard changes the way a reporting entity evaluates whether (a) limited partnerships and similar entities should be consolidated, (b) fees paid to decision makers or service providers are variable interests in a variable interest entity ("VIE"), and (c) variable interests in a VIE held by related parties require the reporting entity to consolidate the VIE. ASU 2015-02 also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. If the Company has an interest in a VIE but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method of accounting. Similarly, for those entities which are not VIEs and over which the Company has the ability to exercise significant influence, but does not have a controlling financial interest, the Company accounts for its interests under the equity method of accounting. The Company continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its primary beneficiary. To the extent such variable interests are in entities that cannot be evaluated under the variable interest entity model, the Company evaluates its interests using the voting interest entity model. The Company holds a 83.8% interest in the Operating Partnership and is the sole general partner which gives the Company exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Partnership. Through consideration of new consolidation guidance effective for the Company as of January 1, 2016, it has been concluded that the Operating Partnership is a VIE as the limited partners in the Operating Partnership, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Accordingly, the Company consolidates its interest in the Operating Partnership. However, as the Company holds what is deemed a majority voting interest in the Operating Partnership, it qualifies for the exemption from providing certain of the disclosure requirements associated with investments in VIEs. ASU 2015-02 was effective for us on January 1, 2016. This pronouncement has had no impact on our consolidated financial statements.

13

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"), which simplifies the presentation of debt issuance costs. ASU 2015-03 was effective for us on January 1, 2016. This pronouncement has had no impact on our consolidated financial statements.

        In August 2015, the FASB issued ASU No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("ASU 2015-15"), which codifies an SEC staff announcement that entities are permitted to defer and present debt issuance costs related to line of credit arrangements as assets. ASU 2015-15 was effective for us on January 1, 2016. We have assessed the impact of ASU 2015-15 and identified no material impact on our consolidated financial statements. We currently have borrowings under credit facilities and the related costs of such credit facilities are deferred and presented as an asset.

        In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16"), which pertains to entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Any adjustments should be calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 was effective for us on January 1, 2016. This pronouncement has had no impact on our consolidated financial statements.

        In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. Lessees are required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Lessees will recognize expense based on the effective interest method for finance leases or on a straight-line basis for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance. ASU 2016-02 is effective for us on January 1, 2019. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements.

        In March 2016, the FASB issued an update ("ASU 2016-09"), Improvements to Employee Share-Based Payment Accounting to ASC Topic 718, Compensation—Stock Compensation. ASU 2016-09 amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for us on January 1, 2018. We are currently evaluating the impact of the adoption of ASU 2016-09 on our consolidated financial statements.

14

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In August 2016, the FASB issued an update ("ASU 2016-15") Classification of Certain Cash Receipts and Cash Payments to ASC Topic 230, Statement of Cash Flows. ASU 2016-15 clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to (i) debt prepayment or debt extinguishment costs, (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (iii) contingent consideration payments made after a business combination, (iv) proceeds from the settlement of insurance claims, (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (vi) distributions received from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for us on January 1, 2018, with early adoption permitted. The adoption of this update is not expected to have a significant impact on our consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

        ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishes a hierarchy for inputs used in valuation techniques to measure fair value and prioritizes those inputs that are observable (inputs based on independent market data) and those inputs that are unobservable (inputs developed internally). Cash equivalents measured at fair value are classified in one of the following fair value hierarchy levels based on the lowest level of input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. Management uses judgment in determining fair value of assets and liabilities; and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities:

        Level 1—unadjusted quoted prices in active markets for identical assets or liabilities;

        Level 2—quoted prices in markets that are not active for identical or similar assets or liabilities, quoted prices in active markets for similar assets or liabilities, and inputs other than quoted prices that are observable or can be corroborated by observable market data;

        Level 3—inputs that are unobservable and significant to the fair value measurement, including inputs that are not derived from market data or cannot be corroborated by market data.

        The Company does not have any assets or liabilities carried at fair value on a recurring basis. See Note 6 for a discussion of the estimated fair value of the Company's borrowings under its credit facilities.

15

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

4. INVESTMENTS IN REAL ESTATE

        Investments in real estate as of September 30, 2016 and December 31, 2015 are comprised of the following:

	September 30, 2016			December 31, 2015
Land	$	144,854,485		$	110,263,183
Land improvements		7,984,183			4,619,110
Buildings		1,449,484			1,191,000
Trees and vines		61,938,086			36,746,042
Development costs		14,721,574			19,892,332
Fixtures and equipment		6,113,869			3,898,916
		237,061,681			176,610,583
Less accumulated depreciation		(8,342,238	)		(5,267,852	)
Investments in real estate, net	$	228,719,443		$	171,342,731

        Depreciation expense for the three months ended September 30, 2016 and 2015 was $1,114,400 and $517,223, respectively. Depreciation expense for the nine months ended September 30, 2016 and 2015 was $3,178,372 and $1,410,517, respectively.

Real Estate Activity

Real Estate Activity for the Nine Months Ended September 30, 2016

        On January 27, 2016, the Company closed on the acquisition of a portfolio of mature permanent crop properties aggregating to approximately 2,186 gross acres and approximately 1,718 net plantable acres for a combined purchase price of $63,513,000, from Sun Dial, LLC and affiliates (the "Sun Dial" properties or acquisition). The Company incurred $1,512,430 in acquisition costs associated with this purchase. The purchase of these properties has been accounted for as an asset acquisition, and accordingly, the acquisition costs were capitalized as part of the purchase price of the assets acquired.

        The seven properties are located across multiple counties in California, each with its own on-site water well(s) and/or surface water, and are being operated as four distinct farms (Cougar Ranch, Cheetah Ranch, Puma Ranch and Lynx Ranch) based on crop type and location. Crops planted include almonds, lemons, mandarins and several other fresh citrus varieties as well as a small planting of prunes. Green Leaf LLC, an affiliate of Sun Dial, LLC, and its affiliates ("Green Leaf"), which is also our tenant on Golden Eagle Ranch, executed operating lease agreements contemporaneously with the Sun Dial acquisition to operate all four farms.

16

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

4. INVESTMENTS IN REAL ESTATE (Continued)

        We determined the allocation of the purchase price of the Sun Dial assets acquired during the first quarter of 2016 to be as follows:

Farm	Land		Land improvements		Buildings		Trees and vines		Fixtures and equipment		Development costs		Total purchase price
Cougar Ranch	$	9,841,520	$	245,743	$	—	$	7,383,550	$	163,829	$	—	$	17,634,642
Cheetah Ranch		9,992,492		1,013,862		258,484		6,973,733		675,908		—		18,914,479
Puma Ranch		10,365,397		706,295		—		6,166,743		470,863		468,337		18,177,635
Lynx Ranch		6,652,750		245,558		—		3,236,661		163,705		—		10,298,674
	$	36,852,159	$	2,211,458	$	258,484	$	23,760,687	$	1,474,305	$	468,337	$	65,025,430

        On July 27, 2016, the Company completed the sale of its Hawk Creek Ranch development property for a gross sales price of $11,250,000. The net proceeds (net of transaction costs) of $10,777,706 resulted in a gain of $2,239,619 on the sale.

Real Estate Activity for the Nine Months Ended September 30, 2015

        The Company did not close on any acquisitions in the first two quarters of 2015.

        On August 18, 2015, the Company closed on a second tranche of a property for Golden Eagle Ranch located in Merced County, California (135 gross acres—130 tillable) for the purchase price of $5,135,000. The Company incurred $72,139 in acquisition costs associated with this purchase. The property is planted with almonds. The purchase of this property was treated as an asset acquisition.

        On August 21, 2015, the Company closed on the purchase of a property for Kingfisher Ranch located in Fresno County, California (623 gross acres—511 tillable) for the purchase price of $19,637,000. The Company incurred $231,029 in acquisition costs associated with this purchase. The property is planted with pistachios. The purchase of this property was treated as an asset acquisition.

        We determined the allocation of the purchase price of the assets acquired during the period ended September 30, 2015 to be as follows:

Farm	Land		Land improvements		Trees and vines		Development costs		Fixtures and equipment		Total purchase price
Golden Eagle Ranch (second tranche)	$	3,700,722	$	76,031	$	1,433,846	$	—	$	—	$	5,210,599
Kingfisher Ranch		8,017,552		606,973		9,490,873		1,299,592		455,230		19,870,220
	$	11,718,274	$	683,004	$	10,924,719	$	1,299,592	$	455,230	$	25,080,819

17

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

5. ACCRUED EXPENSES AND OTHER LIABILITIES

        Accrued expenses and other liabilities as of September 30, 2016 and December 31, 2015 consisted of the following:

	September 30, 2016		December 31, 2015
Accrued dividends payable	$	139,870	$	220,954
Accrued accounting fees		536,510		450,000
Accrued sub-advisory fees		686,797		497,777
Accrued real estate taxes		438,209		235,272
Accrued legal fees		743,754		105,795
Accrued interest payable		8,509		26,719
Accrued offering costs		—		76,138
Accrued other		1,864,737		764,650
Total	$	4,418,386	$	2,377,305

6. BORROWINGS UNDER CREDIT FACILITY

        On December 5, 2013, the Company entered into a $25.0 million revolving credit facility, arranged by Rutledge Investment Company ("Rutledge"), to provide funds for potential acquisitions, development of existing properties and other corporate purposes. The facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate ("LIBOR") (0.8537% at September 30, 2016 and 0.6127% at December 31, 2015). The Company is required to pay any interest due quarterly in arrears beginning January 1, 2014 and any unpaid interest and drawn principal is due and payable in full on January 1, 2019 ("Maturity Date"). The minimum advance under the terms of the facility is $500,000 and may be repaid at any time prior to the Maturity Date. The credit facility is secured by a first mortgage over, and assignment of leases from, Pleasant Plains Farm, Macomb Farm, Kane County Farms, Sweetwater Farm and Tillar Farm properties. The Company pays a 0.25% per annum non usage fee. There was $25.0 million outstanding under this credit facility at September 30, 2016 and no amount outstanding under this credit facility at December 31, 2015.

        On January 14, 2015, the Company entered into a second $25.0 million revolving credit facility, arranged by Rutledge, to provide funds for potential acquisitions, development of existing properties and other corporate purposes. The facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month LIBOR (0.8537% at September 30, 2016 and 0.6127% at December 31, 2015). The Company is required to pay any interest due quarterly in arrears beginning April 1, 2015 and any unpaid interest and drawn principal is due and payable in full on January 1, 2020 ("Second Maturity Date"). The minimum advance under the terms of the facility is $500,000 and may be repaid at any time prior to the Second Maturity Date. The credit facility is secured by a first mortgage over and assignment of leases from Quail Run Vineyard, the first tranche of Golden Eagle Ranch and Blue Heron Farms properties. The Company pays a 0.25% per annum non-usage fee. The amount outstanding under this credit facility at September 30, 2016 and at December 31, 2015 was $25.0 million.

18

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

6. BORROWINGS UNDER CREDIT FACILITY (Continued)

        On August 18, 2015, the Company entered into a third $25.0 million revolving credit facility, arranged by Rutledge, to provide funds for potential acquisitions, development of existing properties and other corporate purposes. The facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month LIBOR (0.8537% at September 30, 2016 and 0.6127% at December 31, 2015). The Company is required to pay any interest due quarterly in arrears beginning October 1, 2015 and any unpaid interest and drawn principal is due and payable in full on August 1, 2020 ("Third Maturity Date"). The minimum advance under the terms of the facility is $500,000 and may be repaid at any time prior to the Third Maturity Date. The credit facility is secured by a first mortgage over and assignment of leases from the second tranche of Kimberly Vineyard, Roadrunner Ranch, Condor Ranch, Blue Cypress Farm, Grassy Island Groves and Falcon Farms properties. The Company pays a 0.25% per annum non-usage fee. There was $25.0 million outstanding under this credit facility at September 30, 2016 and $2.2 million outstanding under this credit facility at December 31, 2015.

        On December 22, 2015, the Company entered into a fourth revolving credit facility in the amount of $15.0 million, arranged by Rutledge, to provide funds for potential acquisitions, development of existing properties and other corporate purposes. The facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month LIBOR (0.8537% at September 30, 2016 and 0.6127% at December 31, 2015). The Company is required to pay any interest due quarterly in arrears beginning April 1, 2016 and any unpaid interest and drawn principal is due and payable in full on January 1, 2021 ("Fourth Maturity Date"). The minimum advance under the terms of the facility is $500,000 and may be repaid at any time prior to the Fourth Maturity Date. The credit facility is secured by a first mortgage over and assignment of leases from Kingfisher Ranch, Sandpiper Ranch and Hawk Creek Ranch properties. Hawk Creek Ranch was sold in the third quarter of 2016 and accordingly, no longer secures the fourth revolving credit facility. The Company pays a 0.25% per annum non-usage fee. There were no amounts outstanding under this credit facility at September 30, 2016 or December 31, 2015.

        The fair value of the borrowings under the credit facilities fall within Level 3 of the fair value hierarchy. We believe the fair value of the borrowings under the credit facilities as of September 30, 2016 and December 31, 2015 were approximately comparable to our carrying values at each respective date because (i) the revolving nature of the borrowings allows prepayment at the Company's option at any time, (ii) the borrowings bear interest at a variable rate, and (iii) the spread on all the borrowings did not change throughout the quarter.

        Pursuant to an amendment to the credit facilities entered into in December 2015, the Company is required to maintain loan to value ratios of (i) 50% or less measured by the aggregate amount payable to the lender by the Company pursuant to all four existing credit facilities compared to the aggregate appraised value of the properties pledged as security under the four credit facilities and (ii) 60% or less measured by the amount payable to the lender by the Company pursuant to each individual credit facility compared to the appraised value of all of the properties pledged as security under each respective credit facility. In addition, aggregate indebtedness of the Company must be less than 40% of the aggregate value of the Company's investment in real estate. The values used to determine compliance with the covenants are based on independent third-party appraisals performed at least annually.

        We believe we are in compliance with the covenants of each of these credit facilities.

19

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

7. RELATED PARTY TRANSACTIONS

        Prior to the Internalization Transaction, the limited partnership agreement of the Operating Partnership provided that the Operating Partnership pay AFA a management fee in arrears calculated at the annual rate of (i) 1% of the Company's share of the gross asset value, as defined, of the Operating Partnership as of the end of the immediately preceding calendar quarter and (ii) 0.5% of the Founders' share of the gross asset value of the Operating Partnership as of the end of the immediately preceding calendar quarter. The management fee for the three and nine months ended September 30, 2015 amounted to $457,794 and $1,276,061, respectively. Prior to the Internalization Transaction, AFA utilized the management fees it received from the Operating Partnership to pay the Agricultural Sub-Adviser their fees. After the Internalization Transaction, AFA became an indirectly and directly wholly-owned subsidiary of the Operating Partnership and continues to pay the Agricultural Sub-Adviser a sub-advisory fee (see below for detail).

        Prior to the Internalization Transaction, AFA was entitled to a performance fee equal to 15% of the Funds From Operations (as defined) allocated to the capital account of the Company in the Operating Partnership each fiscal year and 10% of the Funds From Operations allocated to each Founder's capital account in the Operating Partnership each fiscal year. The performance fee on Funds From Operations amounted to $113,677 and $522,436, respectively, for the three and nine months ended September 30, 2015.

        Prior to the Internalization Transaction, AFA was entitled to an additional performance fee equal to two-thirds of 15% of the net capital appreciation allocated to the capital account of the Company in the Operating Partnership each fiscal year and to one-third of 15% of the net realized capital appreciation allocated to the capital account of the Company in the Operating Partnership each fiscal year. AFA was also entitled to two-thirds of 10% and one-third of 10% of net capital appreciation and net realized capital appreciation, respectively, allocated to each Founder's capital account in the Operating Partnership each fiscal year. The performance fee on net capital appreciation (realized and unrealized) amounted to $143,588 and $941,359, respectively, for the three and nine months ended September 30, 2015.

        These performance fees are reflected in management and performance fees-related party on the consolidated statements of operations. The payment of performance fees to AFA ceased following the Internalization Transaction.

        Concurrent with the closing of the Offering on October 23, 2015 (the "Closing Date"), the Company internalized its management functions previously provided by AFA. The Internalization Transaction was accomplished by having the previous owners of AFA (including AFC TRS LLC) which held a 0.2% interest in AFA, contribute 100% of their interests in AFA to the Operating Partnership. On the Closing Date, any performance fees related to Funds from Operations and capital appreciation that were previously assessable against the capital accounts of the partners in the Operating Partnership, ceased. The previous owners of AFA received 986,438 Common Units in the Operating Partnership in aggregate in connection with the Offering valued at $8.00 per Common Unit or $7,891,504. The excess of the fair value of the consideration for the Internalization Transaction amounting to $7,891,504 over the net liabilities assumed of $1,043,241, amounted to $8,934,745. The excess amount together with $860,000 in transaction costs, which represent the fair value of the cost to terminate the various management contracts with AFA, associated with the Internalization Transaction totaling $9,794,745, were expensed in the fourth quarter of 2015 in the consolidated statement of

20

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

7. RELATED PARTY TRANSACTIONS (Continued)

operations and were allocated based on the percentage ownership of the Operating Partnership prior to the Offering.

        In addition, the Agricultural Sub-Adviser to AFA, Prudential Mortgage Capital Company, LLC, which includes Prudential Agricultural Investments, a unit of Prudential Mortgage Capital Company, LLC, entered into an Amended and Restated Sub-Advisory Agreement (the "Amended and Restated Sub-Advisory Agreement") effective on the Closing Date whereby the Agricultural Sub-Adviser receives a sub-advisory fee equal to the annual rate of 1.0% of the appraised value of the Operating Partnership's properties at the end of each calendar quarter. The fee for the quarter ended September 30, 2016 amounted to $686,797, and the fee for the nine months ended September 30, 2016 amounted to $2,028,910. Pursuant to the Amended and Restated Sub-Advisory Agreement, our Agricultural Sub-Adviser was also entitled to an initial public offering capital compensation fee because less money was raised in our initial public offering than contemplated at the time the Amended and Restated Sub-Advisory Agreement was signed. The initial public offering capital compensation fee required additional make-whole payments calculated, (i) for the acquisition fee based on 2% of the difference between $84.75 million and the gross proceeds raised, (ii) for the management fee based on 1% of the difference between $84.75 million and the gross proceeds raised and (iii) such compensation fee payments are to be based on capital raised between October 31, 2014 and six months after the date of the initial public offering. During the second quarter of 2016, the Company and the Agricultural Sub-Adviser settled and agreed that the initial public offering capital compensation fee due was a one-time payment of $104,020, which has been included in the sub-advisory fees for the nine months ended September 30, 2016 included in the consolidated statement of operations.

        Pursuant to the Amended Sub-Advisory Agreement, the Agricultural Sub-Adviser was entitled to performance fees as of the Closing Date as if all fees under the original Sub-Advisory Agreement were earned and payable (the "Legacy Performance Fee"). The Legacy Performance Fee is payable in equal annual amounts over four years beginning in the third quarter of 2016. Interest is payable at the simple rate of 5% on unpaid balances beginning on the Closing Date. The balance of the Legacy Performance Fee payable to the Agricultural Sub-Adviser in the amount of $1,106,307 was repaid in full on August 3, 2016 out of the proceeds from the sale of the Hawk Creek property. The Legacy Performance Fee was $1,106,307 as of December 31, 2015.

        The Operating Partnership paid Optima Fund Management LLC ("Optima"), an affiliate of the Managing Member of AFA prior to the Closing Date, $7,500 and $22,500, respectively, for the three and nine months ended September 30, 2015 as a fee for providing administrative and accounting services to the Company and the Operating Partnership. In connection with the Internalization Transaction, AFA and Optima entered into a Transitional Services Agreement dated as of the Closing Date. AFA paid Optima $43,809 and $132,663, respectively, for the three and nine months ended September 30, 2016 pursuant to the Transitional Services Agreement in respect of occupancy, data processing and accounting and other administrative services.

8. STOCKHOLDERS' EQUITY

        There were 300,000,000 shares of common stock, par value $0.01 per share, authorized with 16,921,897 issued and outstanding as of September 30, 2016 and 16,890,847 issued and outstanding as of December 31, 2015. There were 35 8% Series A Cumulative Non-Voting Preferred Stock, par value

21

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

8. STOCKHOLDERS' EQUITY (Continued)

$0.01 per share, authorized with zero issued and outstanding as of September 30, 2016 or December 31, 2015.

2015 Initial Public Offering

        On October 19, 2015, the Company priced the Offering of 6,000,000 shares of its common stock at a public offering price of $8.00 per share, which closed on October 23, 2015, resulting in gross proceeds of $48.0 million and net proceeds, after deducting underwriting discounts and offering expenses borne by the Company, of approximately $39.2 million.

Non-Controlling Interests in Operating Partnership

        The Company consolidates its Operating Partnership, a majority owned partnership. The Company owned 83.8% of the common limited partnership interests ("Common Units") in the Operating Partnership at September 30, 2016 and December 31, 2015.

        On or after 12 months after becoming a holder of Common Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash, or at our option, for shares of our common stock on a one-for-one basis.

        The Operating Partnership is required to make distributions on each Common Unit in the same amount as those paid on each share of the Company's common stock, with the distributions on the Common Units held by the Company being utilized to make distributions to the Company's common stockholders.

        There were 3,269,556 Common Units outstanding as of September 30, 2016 and December 31, 2015.

22

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

8. STOCKHOLDERS' EQUITY (Continued)

Dividends

        The Company's Board of Directors declared and paid the following dividends to common stockholders for the nine months ended September 30, 2016 and for the years ended December 31, 2013, 2014 and 2015:

Fiscal Year	Declaration Date	Record Date	Payment Date	Dividend per Common Share
2013	May 28, 2013	June 18, 2013	June 27, 2013	$	0.1000
	December 3, 2013	December 3, 2013	December 23, 2013		0.1250
				$	0.2250
2014	May 20, 2014	May 20, 2014	June 25, 2014	$	0.1250
	December 9, 2014	December 9, 2014	December 30, 2014		0.1250
				$	0.2500
2015	May 19, 2015	June 22, 2015	June 30, 2015	$	0.1250
	October 4, 2015	October 1, 2015	October 8, 2015		0.0625
	December 10, 2015	December 22, 2015	December 29, 2015		0.0625
				$	0.2500
2016	March 2, 2016	March 21, 2016	March 31, 2016	$	0.0625
	June 7, 2016	June 27, 2016	June 30, 2016		0.0625
	August 23, 2016	September 22, 2016	September 30, 2016		0.0625
				$	0.1875

        Subsequent to each year end the Company determines what amounts of the dividends paid during that year represent ordinary income to stockholders for income tax purposes versus capital gains or return of capital. The Company paid distributions of $0.25 per share in calendar year 2015, of which 53% was ordinary income and 47% was a return of capital for U.S. federal income tax purposes. The Company paid distributions of $0.25 per share in calendar year 2014, of which 74% was ordinary income and 26% was a return of capital for U.S. federal income tax purposes. The Company paid distributions of $0.225 per share in calendar year 2013, of which 42% was ordinary income and 58% was return of capital for U.S. federal income tax purposes.

Equity Incentive Plan

        The Company may issue equity-based awards to officers, employees, non-employee directors and other key persons under the Company's 2014 Equity Incentive Plan (the "Plan"), which became effective on the Closing Date. We initially reserved 806,400 shares of common stock equal to 4.0% of our total outstanding shares of common stock and Common Units immediately following the consummation of the Offering. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity based awards, including LTIP units, which are convertible on a one-for-one basis into Common Units. The terms of each grant

23

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

8. STOCKHOLDERS' EQUITY (Continued)

will be determined by the Compensation Committee of our Board of Directors. No awards were made pursuant to the Plan during the year ended December 31, 2015.

        As of September 30, 2016, as a result of the below mentioned awards granted during the first quarter of 2016, there were 595,470 shares available for future grant under the Plan.

        On March 2, 2016, the Compensation Committee of the Board of Directors approved the award of 47,444 shares to officers, employees and a non-employee director under the Company's Plan for services related to the Offering. The number of shares granted was determined by dividing 25% of each executives' annual salary by the Offering price of $8.00 per share, so that the value of the grant would reflect the change in the Company's stock price since the Offering. The shares had a fair market value of $5.95 per share as of the date of the grant. These shares were immediately vested, but were subject to lock-up agreements entered into in connection with the Offering until April 18, 2016. The Company recognized $282,292 of stock-based compensation expense associated with this award during the first quarter of 2016. Following the withholding of shares for tax withholdings, 31,050 additional shares were issued and outstanding in connection with this award.

        On March 23, 2016, the Compensation Committee of the Board of Directors approved the award of 163,486 restricted stock units ("RSUs") to officers, employees and a non-employee director under the Plan. The RSUs are subject to vesting over a four-year period based entirely upon the attainment of pre-determined levels of total shareholder returns, as will be measured as of each year end compared to the Company's common share price on December 31, 2015, and with one-quarter of the RSUs subject to vesting each year. The RSUs are not entitled to receive dividends while unvested. Upon a change in control, the grants may accelerate up to one year's worth of vesting if the change in control price per share meets the pre-determined performance metrics and additional amounts may vest if the change in control price per share exceeds the net asset value per share. The aggregate RSU award fair value as of the March 23, 2016 grant date was estimated to be $102,588 using Monte Carlo simulation techniques and will be amortized over the respective vesting periods for each of the awards. The Company recognized $16,389 and $34,399, respectively, of stock-based compensation expense associated with this award during the three and nine months ended September 30, 2016.

9. EARNINGS (LOSS) PER SHARE OF COMMON STOCK

        The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
Net income (loss) attributable to the Company	$	465,557	$	(8,647	)	$	(2,757,655	)	$	471,077
Denominator for basic & diluted weighted average shares		16,921,897		10,890,847			16,914,984			10,890,847
Basic & diluted (loss) earnings per common share	$	0.03	$	(0.00	)	$	(0.16	)	$	0.04

        The Company has no potentially dilutive securities outstanding.

24

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

10. LEASES

        The Company's mature properties, and the mature acres of Condor Ranch which is a development property, are leased to tenants under operating leases, which expire on various dates through 2020. Future minimum rents to be received from tenants under non-cancelable leases in effect at September 30, 2016, are as follows:

2016—Remainder	$	2,311,380
2017		7,472,154
2018		6,996,586
2019		4,931,891
2020		1,623,267
	$	23,335,278

        In addition to the minimum lease payments described above, Cougar Ranch, Cheetah Ranch, Puma Ranch, Lynx Ranch, Kimberly Vineyard, Golden Eagle Ranch, Condor Ranch, Quail Run Vineyard, Falcon Farms, Kingfisher Ranch and Blue Heron Farms have leases that require the tenants to pay participating rent above a threshold, based on a percentage of gross revenues, as defined in the leases, derived from the leased property. Participating rent was $1,978,045 and $545,716 for the three months ended September 30, 2016 and 2015, respectively, and $2,670,162 and $2,875,280 for the nine months ended September 30, 2016 and 2015, respectively. Depending upon each farm's crop yield and commodity prices, the participating rent can be the majority of the rental revenue received from the tenants on these properties.

11. COMMITMENTS AND CONTINGENCIES

        Under the leases in place for the farms in our portfolio, a tenant typically is obligated to indemnify us, as the property owner, from and against all liabilities, costs and expenses imposed upon or asserted against us as owner of the farms due to certain matters relating to the operation of the property by the tenant.

        We may be a party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. There can be no assurance that these matters that arise in the future, individually or in aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows in any future period.

12. SEGMENT INFORMATION

        The Company has identified four reporting segments: commodity row crops, specialty/vegetable row crops, permanent crops and properties under development. Each of these segments has different return on capital expectations, may have different forms of revenue (fixed and/or participating) or require an extended number of years before they produce revenue from trees and/or vines as a result of a development or redevelopment program.

25

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

12. SEGMENT INFORMATION (Continued)

        Below is a summary of total assets by segment as of September 30, 2016 and December 31, 2015.

	Total		Commodity Row		Specialty/ Vegetable Row		Permanent		Development		Corporate
September 30, 2016	$	233,780,064	$	32,813,277	$	24,076,169	$	149,387,118	$	25,904,870	$	1,598,630
December 31, 2015	$	190,286,101	$	32,604,314	$	12,855,152	$	85,642,987	$	43,849,168	$	15,334,480

        Below is a summary of income before income taxes by segment for the three months ended September 30, 2016 and 2015, respectively, and the nine months ended September 30, 2016 and 2015, respectively.

For the Three Months Ended September 30, 2016	Total			Commodity Row		Specialty/ Vegetable Row		Permanent		Development			Corporate
OPERATING REVENUES:
Fixed rent	$	2,227,244		$	368,856	$	274,936	$	1,540,747	$	42,705		$	—
Participating rent		1,978,045			—		—		1,947,521		30,524			—
Recovery of real estate taxes		235,255			—		24,321		204,744		6,190			—
Other income		56,411			—		46,150		10,261		—			—
Total operating revenues		4,496,955			368,856		345,407		3,703,273		79,419			—
OPERATING EXPENSES:
Depreciation		1,114,400			927		78,310		927,354		107,662			147
Property operating expenses		653,598			60,950		74,642		469,650		48,356			—
Due diligence costs on non-consummated transactions		—			—		—		—		—			—
Professional fees		2,321,976			—		810		6,957		943			2,313,266
Sub-advisory fees		686,797			—		—		—		—			686,797
General and administrative expenses		913,286			—		—		—		—			913,286
Total operating expenses		5,690,057			61,877		153,762		1,403,961		156,961			3,913,496
Operating (loss) income		(1,193,102	)		306,979		191,645		2,299,312		(77,542	)		(3,913,496	)
Total other expense		422,109			—		—		—		—			422,109
(Loss) income before gain on sale of assets		(1,615,211	)		306,979		191,645		2,299,312		(77,542	)		(4,335,605	)
Gain on sale of assets		2,170,720			—		—		—		2,170,720			—
Income (loss) before income taxes		555,509		$	306,979	$	191,645	$	2,299,312	$	2,093,178		$	(4,335,605	)
Income tax provision		—
Net income		555,509
Less net income attributable to non-controlling interests		89,952
Net income attributable to the Company	$	465,557

26

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

12. SEGMENT INFORMATION (Continued)

For the Three Months Ended September 30, 2015	Total			Commodity Row		Specialty/ Vegetable Row		Permanent		Development			Corporate
OPERATING REVENUES:
Fixed rent	$	1,273,446		$	398,707	$	192,725	$	658,414	$	23,600		$	—
Participating rent		545,716			—		—		545,716		—			—
Recovery of real estate taxes		119,545			—		23,803		92,476		3,266			—
Other income		20,935			—		3,750		—		17,185			—
Total operating revenues		1,959,642			398,707		220,278		1,296,606		44,051			—
OPERATING EXPENSES:
Depreciation		517,223			927		23,597		414,632		78,067			—
Management and performance fees-related party		715,060			—		—		—		—			715,060
Property operating expenses		312,741			63,360		41,285		188,968		19,128			—
Professional fees		139,041			—		639		7,746		787			129,869
General and administrative expenses		40,710			—		—		—		—			40,710
Total operating expenses		1,724,775			64,287		65,521		611,346		97,982			885,639
Operating income (loss)		234,867			334,420		154,757		685,260		(53,931	)		(885,639	)
Total other expense		189,311			—		—		—		—			189,311
Net income (loss) before income taxes		45,556		$	334,420	$	154,757	$	685,260	$	(53,931	)	$	(1,074,950	)
Income tax provision		—
Net income		45,556
Less net income attributable to non-controlling interests		54,203
Net loss attributable to the Company	$	(8,647	)

27

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

12. SEGMENT INFORMATION (Continued)

For the Nine Months Ended September 30, 2016	Total			Commodity Row		Specialty/ Vegetable Row		Permanent		Development			Corporate
OPERATING REVENUES:
Fixed rent	$	6,603,778		$	1,106,567	$	776,833	$	4,381,679	$	338,699		$	—
Participating rent		2,670,162			—		—		2,639,638		30,524			—
Recovery of real estate taxes		642,605			—		71,547		552,850		18,208			—
Other income		83,911			—		53,650		30,261					—
Total operating revenues		10,000,456			1,106,567		902,030		7,604,428		387,431			—
OPERATING EXPENSES:
Depreciation		3,178,372			2,780		219,619		2,610,733		344,795			445
Property operating expenses		1,825,464			175,415		181,387		1,137,705		330,957			—
Due diligence costs on non-consummated transactions		136,862			—		—		—		—			136,862
Professional fees		3,166,545					7,758		23,093		1,706			3,133,988
Sub-advisory fees		2,132,930			—		—		—		—			2,132,930
General and administrative expenses		3,607,526			—		—		—		—			3,607,526
Total operating expenses		14,047,699			178,195		408,764		3,771,531		677,458			9,011,751
Operating (loss) income		(4,047,243	)		928,372		493,266		3,832,897		(290,027	)		(9,011,751	)
Total other expense		1,238,013			—		—		—		—			1,238,013
(Loss) income before gain on sale of assets		(5,285,256	)		928,372		493,266		3,832,897		(290,027	)		(10,249,764	)
Gain on sale of assets		2,163,462			—		—		—		2,163,462			—
(Loss) income before income taxes		(3,121,794	)	$	928,372	$	493,266	$	3,832,897	$	1,873,435		$	(10,249,764	)
Income tax provision		141,747
Net loss		(3,263,541	)
Less net loss attributable to non-controlling interests		(505,886	)
Net loss attributable to the Company	$	(2,757,655	)

28

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

12. SEGMENT INFORMATION (Continued)

For the Nine Months Ended September 30, 2015	Total		Commodity Row		Specialty/ Vegetable Row		Permanent		Development			Corporate
OPERATING REVENUES:
Fixed rent	$	3,809,739	$	1,196,086	$	578,175	$	1,767,419	$	268,059		$	—
Participating rent		2,875,280		—		—		2,877,202		(1,922	)		—
Recovery of real estate taxes		350,304		—		70,021		270,679		9,604			—
Other income		62,735		300		25,250		20,000		17,185			—
Total operating revenues		7,098,058		1,196,386		673,446		4,935,300		292,926			—
OPERATING EXPENSES:
Depreciation		1,410,517		2,462		70,790		1,145,202		192,063			—
Management and performance fees-related party		2,739,856		—		—		—		—			2,739,856
Property operating expenses		1,117,155		211,252		123,100		607,892		174,911			—
Professional fees		373,352		—		1,701		9,677		2,959			359,015
General and administrative expenses		187,425		—		—		—		—			187,425
Total operating expenses		5,828,305		213,714		195,591		1,762,771		369,933			3,286,296
Operating income (loss)		1,269,753		982,672		477,855		3,172,529		(77,007	)		(3,286,296	)
Total other expense		401,903		—		—		—		—			401,903
Net income (loss) before income taxes		867,850	$	982,672	$	477,855	$	3,172,529	$	(77,007	)	$	(3,688,199	)
Income tax provision		79,832
Net income		788,018
Less net income attributable to non-controlling interests		316,941
Net income attributable to the Company	$	471,077

13. SUBSEQUENT EVENTS

        No material subsequent events have occurred since September 30, 2016 that required recognition or disclosure in the financial statements, except as disclosed below:

        Subsequent to September 30, 2016, limited partners in the Operating Partnership holding 2,687,412 Common Units requested redemption of their Units. The Company elected to satisfy the redemption request by issuing 2,687,412 shares of common stock in the Company.

        On October 26, 2016, a purported class action lawsuit was filed in the Circuit Court for Baltimore County, Maryland against the Company, seeking to represent a proposed class of all Company stockholders captioned Parshall v. American Farmland Company et. al., Case No. 24C16005745. The complaint names as defendants the Company, the members of the Company Board, the Operating Partnership, FPI, Farmland Partners OP, Farmland Partners OP GP LLC, FPI Heartland LLC, FPI Heartland Operating Partnership, LP and FPI Heartland GP LLC. The complaint alleges that the Company directors breached their duties to the Company in connection with the evaluation and approval of the mergers. In addition, the complaint alleges, among other things, that the Company, the Operating Partnership, FPI, Farmland Partners OP, Farmland Partners OP GP LLC, FPI Heartland LLC, FPI Heartland Operating Partnership, LP and FPI Heartland GP LLC aided and abetted those breaches of duties. The complaint seeks equitable relief, including a potential injunction against the mergers. The Company and FPI believe the allegations in the complaint are without merit and intend to defend against those allegations. The Company and FPI cannot assure you as to the outcome of this pending litigation, or any similar future lawsuits, including costs associated with defending these claims, any other liabilities that may be incurred in connection with the litigation or settlement of these claims or any effect on the operations of the Company or FPI or the timing in which the mergers are completed.

29

EX-99.2

Exhibit 99.2

AMERICAN FARMLAND COMPANY

Report of Independent Registered Public Accounting Firm	2
Consolidated Balance Sheets as of December 31, 2015 and 2014	3
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013	4
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2015, 2014 and 2013	5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013	6
Notes to Consolidated Financial Statements	7

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
American Farmland Company
New York, New York

        We have audited the accompanying consolidated balance sheets of American Farmland Company and subsidiaries (the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, changes in equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement Schedule listed in the Index at Item 8. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of American Farmland Company and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

New York, New York
March 30, 2016

2

American Farmland Company and Subsidiaries

Consolidated Balance Sheets

	December 31,
	2015			2014
ASSETS:
Investments in real estate—net	$	171,342,731		$	140,104,858
Cash and cash equivalents		14,518,788			7,466,642
Rent receivable		1,766,254			1,549,175
Deferred financing costs, net		558,992			146,467
Deferred offering costs		—			1,363,388
Other assets		2,099,336			466,282
Total assets	$	190,286,101		$	151,096,812
LIABITILIES AND EQUITY:
LIABILITIES:
Borrowings under credit facilities	$	27,200,000		$	20,400,000
Accrued expenses and other liabilities		2,377,305			2,856,580
Subscription received in advance		—			5,250,000
Performance fee payable to AFA		—			1,231,398
Legacy performance fee payable to Agricultural Sub-Adviser		1,106,307			—
Management fee payable to AFA		—			331,143
Unearned rent		834,858			1,587,976
Total liabilities		31,518,470			31,657,097
Commitments and contingencies
EQUITY:
Common stock, $0.01 par value—300,000,000 shares authorized; 16,890,847 shares issued and outstanding at December 31, 2015 and 10,436,902 shares issued and outstanding at December 31, 2014		168,908			104,369
Preferred stock, $0.01 par value—0 shares issued and outstanding at December 31, 2015 and 29 shares issued and outstanding at December 31, 2014		—			—
Additional paid-in-capital		149,846,969			105,445,855
Accumulated deficit		(17,644,793	)		(6,672,472	)
Company stockholders' equity		132,371,084			98,877,752
Non-controlling interests in operating partnership		26,396,547			20,561,963
Total equity		158,767,631			119,439,715
Total liabilities and equity	$	190,286,101		$	151,096,812

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

3

American Farmland Company and Subsidiaries

Consolidated Statements of Operations

	For the Years Ended December 31,
	2015			2014			2013
OPERATING REVENUES:
Fixed rent	$	5,273,436		$	3,289,130		$	3,191,581
Participating rent		4,307,950			3,608,309			2,070,989
Recovery of real estate taxes		484,983			310,643			317,561
Other income		82,667			52,981			135,803
Total operating revenues		10,149,036			7,261,063			5,715,934
OPERATING EXPENSES:
Depreciation		2,027,091			1,530,911			1,265,275
Management and performance fees—related party		2,884,756			2,528,255			2,060,741
Property operating expenses		1,594,177			1,351,655			1,083,729
Acquisition—related expenses		—			44,712			431,309
Professional fees		1,020,882			406,008			342,291
Internalization expense		9,794,745			—			—
Sub-advisory fees		413,930			—			—
General and administrative expenses		912,489			273,321			175,491
Total operating expenses		18,648,070			6,134,862			5,358,836
OPERATING (LOSS) INCOME		(8,499,034	)		1,126,201			357,098
Other (income) expense:
Interest income		(1,404	)		(1,980	)		(23,483	)
Interest expense and financing costs		594,822			119,094			10,382
Total other expense (income)		593,418			117,114			(13,101	)
(LOSS) INCOME BEFORE (LOSS) GAIN ON SALE OF ASSETS		(9,092,452	)		1,009,087			370,199
(Loss) gain on sale of assets		(29,414	)		47,701			463,478
(LOSS) INCOME BEFORE INCOME TAXES		(9,121,866	)		1,056,788			833,677
Income tax provision		165,848			—			—
NET (LOSS) INCOME		(9,287,714	)		1,056,788			833,677
Less net (loss) income attributable to non-controlling interests		(1,413,105	)		346,071			280,226
NET (LOSS) INCOME ATTRIBUTABLE TO THE COMPANY	$	(7,874,609	)	$	710,717		$	553,451
(LOSS) EARNINGS PER WEIGHTED AVERAGE COMMON SHARE:
Basic and diluted	$	(0.65	)	$	0.07		$	0.06
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic and diluted		12,041,532			10,404,087			10,039,722

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

4

American Farmland Company and Subsidiaries

Consolidated Statements of Changes in Equity

	No. of Shares			Common Stock			Preferred Stock		Additional Paid in Capital			Treasury Stock			Accumulated Deficit			Non- Controlling Interests			Total Equity
BALANCE—January 1, 2013		10,256,069		$	102,560		$	—	$	103,392,141		$	—		$	(3,073,846	)	$	20,448,075		$	120,868,930
Issuance of stock—securities sales		154,710			1,547			—		1,687,453			—			—			61,813			1,750,813
Repurchases of stock		—			—			—		—			(4,362,265	)		—			—			(4,362,265	)
Issuance of stock—reinvestment of dividends		33,805			338			—		370,000			—			—			—			370,338
Offering costs		—			—			—		(42,517	)		—			—			(9,192	)		(51,709	)
Net income		—			—			—		—			—			553,451			280,226			833,677
Dividends and distributions*		—			—			—		—			—			(2,259,525	)		(314,000	)		(2,573,525	)
BALANCE—December 31, 2013		10,444,584			104,445			—		105,407,077			(4,362,265	)		(4,779,920	)		20,466,922			116,836,259
Retirement of treasury stock		(405,200	)		(4,052	)		—		(4,358,213	)		4,362,265			—			—			—
Issuance of stock—securities sales		366,768			3,668			—		4,096,332			—			—			60,000			4,160,000
Issuance of stock—reinvestment of dividends		30,750			308			—		350,890			—			—			—			351,198
Offering costs		—			—			—		(50,231	)		—			—			(10,707	)		(60,938	)
Net income		—			—			—		—			—			710,717			346,071			1,056,788
Dividends and distributions*		—			—			—		—			—			(2,603,269	)		(300,323	)		(2,903,592	)
BALANCE—December 31, 2014		10,436,902			104,369			—		105,445,855			—			(6,672,472	)		20,561,963			119,439,715
Issuance of stock—securities sales pre Offering		453,945			4,539			—		5,245,461			—			—			—			5,250,000
Issuance of stock—securities sales from Offering		6,000,000			60,000			—		47,940,000			—			—			—			48,000,000
Issuance of common units—internalization		—			—			—		—			—			—			7,891,504			7,891,504
Redemption of preferred stock		—			—			—		(31,900	)		—			—			—			(31,900	)
Offering costs		—			—			—		(8,752,447	)		—			—			—			(8,752,447	)
Net loss		—			—			—		—			—			(7,874,609	)		(1,413,105	)		(9,287,714	)
Dividends and distributions*		—			—			—		—			—			(3,097,712	)		(643,815	)		(3,741,527	)
BALANCE—December 31, 2015		16,890,847		$	168,908		$	—	$	149,846,969		$	—		$	(17,644,793	)	$	26,396,547		$	158,767,631

*

For full detail of dividends paid refer to Note 8 (Stockholders' Equity)

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

5

American Farmland Company and Subsidiaries

Consolidated Statements of Cash Flows

	For the Years Ended December 31,
	2015			2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(9,287,714	)	$	1,056,788		$	833,677
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation		2,027,091			1,530,911			1,265,275
Loss (gain) on sale of assets		29,414			(47,701	)		(463,478	)
Amortization of deferred financing costs		80,272			—			—
Internalization expense		9,794,745			—			—
Changes in operating assets and liabilities:
Decrease (increase) in other assets		44,455			(1,205,892	)		(735,452	)
(Increase) decrease in rent receivable		(217,079	)		(1,132,731	)		59,224
(Decrease) increase in unearned rent		(753,118	)		583,518			165,040
Increase in accrued expenses and other liabilities		347,243			1,604,395			568,981
Increase in legacy performance fee payable to Agricultural Sub-Adviser		2,027			—			—
(Decrease) increase in performance fee payable to AFA		(1,231,398	)		382,047			536,697
(Decrease) increase in management fee payable to AFA		(331,143	)		21,013			9,228
Net cash provided by operating activities		504,795			2,792,348			2,239,192
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of real estate investments		(25,075,168	)		(19,820,569	)		(25,256,859	)
Capital expenditures on real estate investments		(9,182,908	)		(7,172,459	)		(4,481,159	)
Proceeds from sale of assets		4,330			257,675			1,682,598
Cash acquired in Internalization Transaction		102,050			—			—
Deposits for acquisition of real estate investments		(1,500,000	)		—			(50,000	)
Net cash used in investing activities		(35,651,696	)		(26,735,353	)		(28,105,420	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock—securities sales		48,000,000			4,160,000			1,549,813
Repurchases of stock		—			—			(4,362,265	)
Redemption of preferred stock		(31,900	)		—			—
Proceeds from borrowings under credit facility		31,800,000			20,400,000			—
Repayment of borrowings under credit facility		(25,000,000	)		—			—
Subscriptions received in advance		—			5,250,000			—
Offering costs paid		(8,358,303	)		(60,938	)		(51,709	)
Financing costs paid		(492,797	)		—			—
Dividends paid to shareholders		(3,074,138	)		(2,252,148	)		(2,043,912	)
Distributions paid to non-controlling interests		(643,815	)		(300,323	)		(314,000	)
Net cash provided by (used in) financing activities		42,199,047			27,196,591			(5,222,073	)
Net increase (decrease) in cash and cash equivalents		7,052,146			3,253,586			(31,088,301	)
Cash and cash equivalents at beginning of year		7,466,642			4,213,056			35,301,357
Cash and cash equivalents at end of year	$	14,518,788		$	7,466,642		$	4,213,056
NONCASH INVESTING ACTIVITY:
Deposits for real estate investments paid in 2013, which closed in 2014	$	—		$	50,000			201,590
Fixed asset acquired in Internalization Transaction		1,228			—			—
Capital expenditures payable in subsequent year		152,944			—			—
Other assets acquired in Internalization Transaction		177,509			—			—
Accrued expenses acquired in Internalization Transaction		219,748			—			—
Legacy performance fee payable to Agricultural Sub-Adviser acquired in Internalization Transaction		1,104,280			—			—
NONCASH FINANCING ACTIVITIES:
Reinvestment of dividends	$	—		$	351,198		$	370,338
Dividend declared in one year and paid in subsequent year		220,954			197,380			197,457
Subscriptions received in prior year		5,250,000			—			201,000
Operating Partnership Units issued pursuant to the Internalization Transaction		7,891,504			—			—
Reduction of equity related to offering costs		8,752,447			—			—
Deferred offering costs		8,248,527			—			—
SUPPLEMENTAL DISCLOSURE
Cash interest paid	$	499,533		$	76,788			—
Cash paid for income taxes		79,832			—			—

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

6

American Farmland Company

Notes to Consolidated Financial Statements

1. ORGANIZATION

        American Farmland Company (together with its subsidiaries, the "Company"), a Maryland corporation, was established on October 9, 2009, and commenced its operations on October 15, 2009, for purposes of investing in farmland principally located in the United States. The Company conducts all of its activities through American Farmland Company L.P. (the "Operating Partnership"), a Delaware limited partnership. The Company owned 83.8% and 80.8% of the limited partnership interests in the Operating Partnership at December 31, 2015 and 2014, respectively.

        The Company is the sole general partner of the Operating Partnership. Prior to its internalization on October 23, 2015 (the "Internalization Transaction"), American Farmland Advisors LLC ("AFA") was the external advisor of the Operating Partnership as well as its co-general partner (see Note 7).

        American Farmland TRS LLC ("AFC TRS LLC"), a Delaware limited liability company, was formed originally to hold part of the interest in AFA held by one of the owners of AFA and was acquired by the Operating Partnership as part of the Internalization Transaction. We have elected for AFC TRS LLC to be taxed as a taxable REIT subsidiary ("TRS"). It is currently anticipated that its income will predominately consist of its share of the income earned by AFA. Since we indirectly own 100% of the voting securities of AFC TRS LLC, the financial position and results of operations of AFC TRS LLC are consolidated within our financial statements. AFCO CA TRS LLC ("California TRS"), a Delaware limited liability company, was formed to acquire the non-real estate related assets from one of our 2015 acquisitions upon the expiration of the lease with the tenant or earlier under certain circumstances. We have elected for California TRS to be taxed as a TRS. It is currently anticipated that its income will predominately consist of fees earned from the renting of the non-real estate related assets at the end of the lease with the current tenant. Since we indirectly own 100% of the voting securities of California TRS, the financial position and results of operations of California TRS are consolidated within our financial statements.

        All subsequent references in this report to the "Company," "we," "us" and "our" refer, collectively, to American Farmland Company, the Operating Partnership, AFA and the Operating Partnership's subsidiaries, unless the context otherwise requires or where otherwise indicated.

        On October 19, 2015, the Securities and Exchange Commission declared effective the Company's Registration Statement on Form S-11, as amended (File No. 333-205260) in connection with the Company's initial public offering, pursuant to which it registered and sold 6,000,000 shares of the Company's common stock, including 419,900 shares pursuant to a directed shares program, for an aggregate offering amount of approximately $48 million (the "Offering"). The Offering was completed on October 23, 2015.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The accompanying consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Certain prior year balances have been reclassified in order to conform to current year

7

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

presentation. The comparative amount for other assets on the consolidated balance sheet has been reclassified to reflect separate amounts for deferred financing costs and deferred offering costs.

        Cash and Cash Equivalents—The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Our cash and cash equivalents at December 31, 2014 included investments in a money market fund and a commercial paper fund in the amount of $842,305, which were Level 1 assets. There are no such investments at December 31, 2015.

        The Company maintains cash balances in major banks which, at times, may exceed the limits of amounts insured by the Federal Deposit Insurance Corporation (FDIC). The Company had funds on deposit in excess of amounts insured by the FDIC; however, the Company believes the credit risk related to these deposits is minimal.

        Investments in Real Estate—Investments in real estate consist of farmland and improvements made to the farmland, consisting of buildings; wells, irrigation and drain systems; and trees and vines acquired in connection with the land purchase. Investments in real estate are recorded at cost. Improvements, replacements and costs of development for new trees and vines or the repurposing of raw land are capitalized when they extend the useful life or improve the use of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets. The estimated useful lives range from seven to eighteen years for land improvements, twenty-five to thirty years for buildings, five to thirty years for trees and vines, and five to eight years for fixtures and equipment.

        In some cases we acquire farmland without a lease in place, with newly-originated leases where the seller or related party is not the tenant, or in sale-leaseback transactions with newly-originated leases. These transactions are accounted for as asset acquisitions under Accounting Standards Codification ("ASC") 360, "Property, Plant and Equipment." In the case of an asset acquisition, the transaction costs incurred are capitalized as part of the purchase price of the asset.

        Other acquisitions involve the acquisition of farmland that is already being operated as rental property and has a lease in place that is assumed at the time of acquisition, which are considered to be business combinations under ASC 805 "Business Combinations." ASC 805 requires that all transaction costs related to the acquisition be expensed as incurred, rather than capitalized.

        The Internalization Transaction included, among other things, the acquisition of AFA. The Internalization Transaction was treated as a business combination under ASC 805, and the excess of the consideration over the fair value of the net liabilities assumed from AFA together with $860,000 of transaction costs associated with the Internalization Transaction were expensed in 2015.

        Whether an acquisition is treated as an asset acquisition under ASC 360 or a business combination under ASC 805, the purchase price must be allocated to the tangible assets acquired and liabilities assumed (if any) consisting of land, buildings, improvements, trees and vines, long-term debt (if any), and identifiable intangible assets and liabilities, typically the value of any in-place leases, as well as above-market and below-market leases, based in each case on their fair values.

        Management's estimates of fair value are made using methods similar to those used by independent appraisers, such as a sales comparison approach, a cost approach, and an income capitalization approach (utilizing a discounted cash flow analysis). Factors considered by management in its analysis include an estimate of carrying costs during hypothetical, expected lease-up periods,

8

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

taking into consideration current market conditions and costs to execute similar leases and the commodity prices for the crops grown and productivity on such properties, where the lease will include a participation in the gross revenues earned by the tenant. Management also considers information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired and liabilities assumed. In estimating carrying costs, management also includes real estate taxes, insurance and other operating expenses and estimates of lost rental income at market rates during the hypothetical, expected lease-up periods, which primarily range from 3 to 12 months, depending on specific local market conditions. Management also estimates costs to execute similar leases, including legal and other related expenses, to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction. Management allocates purchase price to the fair value of the tangible assets and liabilities of an acquired property by valuing the property as if it were vacant. The "as-if-vacant" value is allocated to land, buildings, improvements and trees and vines based on management's determination of the fair values of these assets.

        Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining, non-cancelable term of the lease. The total amount of other intangible assets or liabilities acquired will be further allocated to in-place lease values based on management's evaluation of the specific characteristics of each tenant's lease. When determining the non-cancelable term of the lease, fixed-rate renewal options, if any, are evaluated to see if they should be included. Prior to 2013, all acquired leases were determined to be at market. In connection with one of our 2013 acquisitions, we allocated $125,000 of the purchase price to a below-market lease, which terminated December 15, 2014. The fair value of this capitalized below-market lease intangible was amortized into rental income over the non-cancelable term of the lease. $106,481 was amortized in 2014 and $18,519 in 2013. The value of in-place leases is amortized over the remaining term of the lease. Should a tenant terminate its lease, the unamortized portion of any above-market and below-market lease values, in-place lease values and any associated intangibles will be immediately charged to the related income or expense.

        We account for the impairment of real estate, including intangible assets, in accordance with ASC 360-10-35, "Property, Plant, and Equipment," which requires us to periodically review the carrying value of each property to determine whether circumstances indicate impairment of the carrying value of the investment exists or if depreciation periods should be modified. If circumstances support the possibility of impairment, we prepare a projection of the undiscounted future cash flows, without interest charges, of the specific property and determine whether the carrying value of the investment in such property is recoverable. In performing the analysis, we consider such factors as agricultural and business conditions in the regions in which our farms are located, and the development period (if applicable), and whether there are indications that the fair value of the real estate has decreased. If the carrying amount is more than the aggregate undiscounted future cash flows, we would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

        We evaluate our entire property portfolio each quarter for any impairment indicators and perform an impairment analysis. We concluded that none of our properties were impaired as of December 31,

9

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2015 or 2014 and we will continue to monitor our portfolio for any indicators of impairment. There have been no impairments recognized on real estate assets since our inception.

        Earnings Per Share—Basic earnings per share is calculated by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated by dividing net income (loss) attributable to the Company by the weighted-average number of shares of common stock outstanding during the period, plus other potentially dilutive securities such as stock grants (if applicable) or shares that would be issued in the event that Common Units are redeemed for shares of common stock. No adjustment is made for shares that are anti-dilutive during a period.

        Non-Controlling Interests—Non-controlling interest is the portion of capital in the Operating Partnership not attributable to the Company. Our non-controlling interests relate to the capital accounts of affiliates of the members of AFA (the "Founders"), the interests acquired by the owners of AFA pursuant to the Internalization Transaction and until October 23, 2015, the de minimis capital account of AFA in the Operating Partnership. Non-controlling interests are reported in equity on the consolidated balance sheets but separate from the Company's stockholders' equity. On the consolidated statements of operations, the Operating Partnership is reported at the consolidated amount, including both the amount attributable to the Company and non-controlling interests.

        Rent receivable—Rent receivable is presented at face value, net of the allowance for doubtful accounts, if any. The allowance for doubtful accounts is established through provisions charged against income and is maintained at a level believed adequate by management to absorb estimated bad debts based on historical experience and current economic conditions. The allowance for doubtful accounts was $0 as of December 31, 2015 and 2014.

        Deferred financing costs—Deferred financing costs consist of costs incurred to obtain financing, including legal fees, up-front commitment fees, administrative fees and in some cases, mortgage recording taxes. Costs associated with our borrowings are deferred and amortized over the terms of the respective credit facilities using the straight-line method, which approximates the effective interest method. Accumulated amortization of deferred financing costs was $116,793 and $36,521 as of December 31, 2015 and 2014, respectively. Total amortization expense related to deferred financing costs amounting to $80,272, $33,493 and $3,028 for the years ended December 31, 2015, 2014 and 2013, respectively, is included in interest expense and financing costs on the accompanying consolidated statements of operations. See Note 6, "Borrowings under Credit Facilities," for further discussion on these related financings.

        Deferred offering costs—We account for deferred offering costs in accordance with SEC Staff Accounting Bulletin ("SAB"), Topic 5.A, which states that incremental costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross proceeds of the Offering. Accordingly, we record costs incurred related to public offerings of equity securities on our consolidated balance sheet and pro-ratably apply these amounts to the proceeds of equity as stock is issued. The deferred offering costs on our consolidated balance sheet as of December 31, 2014 were applied to the proceeds of equity in connection with the Offering in the fourth quarter of 2015.

10

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Other assets—Other assets primarily comprise prepaid expenses, deposits on potential farm acquisitions ($1.5 million as of December 31, 2015), deposits on trees to be acquired for development purposes and other miscellaneous receivables.

        Fair value of financial instruments—The fair value of the Company's assets and liabilities which qualify as financial instruments under ASC 825 "Financial Instruments" approximates the carrying amounts presented in the consolidated balance sheets.

        Operating Revenues—All leases on farms are classified as operating leases and the related base or fixed rental income from the farms is recognized on a straight-line basis commencing from the effective date of the lease or the acquisition date of the property in the case of in-place leases on properties acquired. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to rent receivable. Participating rent is recorded when all contingencies have been resolved such that the tenant is entitled to gross revenues from a packing house, wine producer, shipper, huller processor or other marketing, processing or distributing entity, or crop insurance which enables the Company to estimate and/or measure its share of such gross revenues. As a result, depending on the circumstances described above for a particular lease, in certain instances, participating rent will be recognized by the Company in the year the crop was harvested, and in other instances, participating rent will be recognized partially in the year of the harvest and the balance in the year following the harvest.

        Recovery of expenses represents revenues from tenant leases that provide for the recovery of all or a portion of the real estate taxes of the respective property. The revenue is accrued in the same periods as the expense is incurred.

        Income Taxes—The Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. No provision has been made in the accompanying financial statements for federal, state or local income taxes for the Operating Partnership, as each partner is individually responsible for reporting their share of the Partnership's income or loss on their own tax returns. The Company operates in a manner intended to enable it to qualify as a REIT under Sections 856-860 of the Code. Under these sections, a real estate investment trust, which distributes at least 90% of its real estate investment trust taxable income (determined without regard to the deduction for dividends paid and excluding capital gains) to its stockholders each year and that meets certain other conditions, will not be subject to federal income taxes on that portion of its taxable income that is distributed to its stockholders. To the extent that the Company satisfies its annual distribution requirement but distributes less than 100% of taxable income, it will be subject to an excise tax on undistributed taxable income. The Company is subject to federal income taxation in the event it generates taxable income from prohibited transactions. The consolidated statement of operations for the year ended December 31, 2015 includes $165,848 as a provision for income taxation resulting from prohibited transactions. The prohibited transactions arise from revenue received from the sale of crops grown on farms undergoing development before the trees get to their fully mature and leasable stage. Additionally, the Company consolidates within its financial statements the results of two TRSs, AFC TRS LLC and AFCO CA TRS LLC. The income taxes arising from these two TRSs have been de minimis to date.

        The income tax provision reported represents the 100% tax attributed to the prohibited transactions of the Company. As such, no rate reconciliation is applicable.

11

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company accounts for certain tax positions in accordance with ASC 740 "Income Taxes." ASC No. 740-10-65 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-65, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has greater than 50% likelihood of being realized upon ultimate settlement. ASC No. 740-10-65 also provides guidance on de-recognition, classification, interest and penalties on income taxes and accounting in interim periods and requires increased disclosures.

        As of December 31, 2015 and 2014, the Company does not have a liability for uncertain tax positions. Potential interest and penalties associated with such uncertain tax positions would be recorded as a component of the income tax provision. As of December 31, 2015, the tax years ended December 31, 2012 through December 31, 2015 remain open for an audit by the Internal Revenue Service.

        Management does not believe the Company has any tax positions for which it is reasonably possible that it will be required to record significant amounts of unrecognized tax benefits within the next twelve months.

        New Accounting Pronouncements—In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) ("ASU 2014-08"). ASU 2014-08 changes the criteria for a disposal to qualify as a discontinued operation and requires additional disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. ASU 2014-08 was effective for us on January 1, 2015. This pronouncement has had no impact on our consolidated financial statements.

        In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 provides additional guidance for management to reassess revenue recognition as it relates to: (1) transfer of control, (2) variable consideration, (3) allocation of transaction price based on relative standalone selling price, (4) licenses, (5) time value of money and (6) contract costs. Further disclosures will be required to provide a better understanding of revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. ASU 2014-09 is effective for us on January 1, 2018, with early adoption permitted as of January 1, 2017. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial statements.

        In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) ("ASU 2014-15"). ASU 2014-15 requires management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles of current U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term "substantial doubt", (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is still present and

12

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for us on January 1, 2017, with early adoption permitted. We are currently evaluating the impact ASU 2014-15 will have on our consolidated financial statements.

        In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 significantly changes the consolidation analysis required under U.S. GAAP. The new standard changes the way a reporting entity evaluates whether (a) limited partnerships and similar entities should be consolidated, (b) fees paid to decision makers or service providers are variable interests in a variable interest entity ("VIE"), and (c) variable interests in a VIE held by related parties require the reporting entity to consolidate the VIE. ASU 2015-02 also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. ASU 2015-02 is effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted. We intend to adopt this pronouncement in 2016, and do not anticipate a material impact on our consolidated financial statements.

        In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"), which simplifies the presentation of debt issuance costs. ASU 2015-03 is effective for annual and interim reporting periods beginning after December 15, 2015, with early adoption permitted. We intend to adopt this pronouncement in 2016, and do not anticipate a material impact on our consolidated financial statements. We currently have a borrowing under credit facilities and the related costs of such credit facilities will be deferred and presented as an asset.

        In August 2015, the FASB issued ASU No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("ASU 2015-15"), which codifies an SEC staff announcement that entities are permitted to defer and present debt issuance costs related to line of credit arrangements as assets. ASU 2015-15 was effective immediately. We have assessed the impact of ASU 2015-15 and identified no material impact on our consolidated financial statements.

        In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16"), which pertains to entities that have reported provisional amounts for items in a business combination for which the accounting is incomplete by the end of the reporting period in which the combination occurs and during the measurement period have an adjustment to provisional amounts recognized. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Any adjustments should be calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. We intend to adopt this pronouncement in 2016, and do not anticipate a material impact on our consolidated financial statements.

        In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct

13

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

financing leases and operating leases. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements.

3. FAIR VALUE MEASUREMENTS

        ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 establishes a hierarchy for inputs used in valuation techniques to measure fair value and prioritizes those inputs that are observable (inputs based on independent market data) and those inputs that are unobservable (inputs developed internally). Cash equivalents measured at fair value are classified in one of the following fair value hierarchy levels based on the lowest level of input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. Management uses judgment in determining fair value of assets and liabilities; and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities:

        Level 1—unadjusted quoted prices in active markets for identical assets or liabilities;

        Level 2—quoted prices in markets that are not active for identical or similar assets or liabilities, quoted prices in active markets for similar assets or liabilities, and inputs other than quoted prices that are observable or can be corroborated by observable market data;

        Level 3—inputs that are unobservable and significant to the fair value measurement, including inputs that are not derived from market data or cannot be corroborated by market data.

4. INVESTMENTS IN REAL ESTATE

        Investments in real estate as of December 31, 2015 and 2014 are comprised of the following:

	2015			2014
Land	$	110,263,183		$	98,568,755
Land improvements		4,619,110			2,518,785
Buildings		1,191,000			1,191,000
Trees and vines		36,746,042			23,967,899
Development costs		19,892,332			15,435,912
Fixtures and equipment		3,898,916			1,958,160
		176,610,583			143,640,511
Less accumulated depreciation		(5,267,852	)		(3,535,653	)
Investments in real estate, net	$	171,342,731		$	140,104,858

        Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $2,027,091, $1,530,911 and $1,265,275, respectively.

14

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

4. INVESTMENTS IN REAL ESTATE (Continued)

New Real Estate Activity

2015 Real Estate Activity

        On August 18, 2015, the Company closed on a second tranche of a property for Golden Eagle Ranch located in Merced County, California (135 gross acres—130 tillable) for the purchase price of $5,135,000. The Company incurred $72,139 in acquisition costs associated with this purchase. The property is planted with almonds. The purchase of this property was treated as an asset acquisition.

        On August 21, 2015, the Company closed on the purchase of a property for Kingfisher Ranch located in Fresno County, California (623 gross acres—511 tillable) for the purchase price of $19,637,000. The Company incurred $231,029 in acquisition costs associated with this purchase. The property is planted with pistachios. The purchase of this property was treated as an asset acquisition.

        We determined the allocation of the purchase price of the assets acquired during the year ended December 31, 2015 to be as follows:

Farm	Land		Land improvements		Trees and vines		Development costs		Fixtures and equipment		Total purchase price
Golden Eagle Ranch (second tranche)	$	3,697,262	$	76,031	$	1,433,846	$	—	$	—	$	5,207,139
Kingfisher Ranch		8,015,361		606,973		9,929,978		860,487		455,230		19,868,029
	$	11,712,623	$	683,004	$	11,363,824	$	860,487	$	455,230	$	25,075,168

2014 Real Estate Activity

        On February 25, 2014, the Company closed on a second tranche of a property for Hawk Creek Ranch located in Yolo County, California (approximately 180 gross acres—164 tillable) for the purchase price of $1,771,929. The Company incurred $41,209 in acquisition costs associated with this purchase. The property was farmed for row crops, but it has been cleared and leveled for development for pistachios together with the first tranche of the Hawk Creek property. The purchase of this property was treated as a business combination and it is now in development.

        On November 14, 2014, the Company closed on Falcon Farms, comprising two properties located in Dougherty County, Georgia and Lowndes County, Alabama (aggregating to 1,840 gross acres—1,165 tillable) for the combined purchase price of $8,000,000. The Company incurred $130,039 in acquisition costs associated with this purchase. The properties are currently farmed for pecans. The purchase of these properties was treated as an asset acquisition.

        On December 9, 2014, the Company closed on a vineyard adjacent to, and aggregated with, Kimberly Vineyard in Monterey County, California (approximately 175 gross acres—164 tillable) for the purchase price of $9,800,000. The Company incurred $135,748 in acquisition costs associated with this purchase. The vineyard is currently planted with pinot noir and chardonnay grapes. The purchase of this property was treated as an asset acquisition.

15

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

4. INVESTMENTS IN REAL ESTATE (Continued)

        We determined the allocation of the purchase price of the assets acquired during the year ended December 31, 2014 to be as follows:

Farm	Land		Land improvements		Buildings		Trees and vines		Development costs		Fixtures and equipment		Total purchase price
Hawk Creek Ranch (second tranche)	$	1,711,929	$	40,000	$	—	$	—	$	—	$	20,000	$	1,771,929
Falcon Farms		5,369,639		187,500		180,000		2,265,400		45,000		82,500		8,130,039
Kimberly Vineyard (second tranche)		7,351,748		—		—		2,584,000		—		—		9,935,748
	$	14,433,316	$	227,500	$	180,000	$	4,849,400	$	45,000	$	102,500	$	19,837,716

2013 Real Estate Activity

        In 2013, 79 of the gross 518 acres of our Macomb Farm, a commodity row crop property in Illinois, were expropriated by the Illinois Department of Transportation for purposes of building a new state road. The State of Illinois paid the Company a total of $1,723,800, of which $1,106,300 was attributable to the acreage expropriated and $617,500 was attributable to the diminished value of the remaining acreage. The Company disputed the overall consideration paid by the State of Illinois. A settlement for additional compensation was reached in February 2014 with the State of Illinois, whereby the Company received $257,675 in additional compensation, $61,700 of which related to the acreage expropriated and $183,650 of which related to the diminution in value of the remaining acreage. The Company realized gains of $47,701 and $463,478 during the years ended December 31, 2014 and 2013 related to the Macomb Farm expropriation.

        On February 22, 2013, the Company closed on Blue Cypress Farm, a defunct citrus orchard located in Brevard County, Florida (aggregating 2,694 gross acres—2,036 tillable) for the purchase price of $7,183,450. The Company incurred $148,750 in acquisition costs associated with this purchase. The property was purchased to be redeveloped for varied vegetable row crops. The purchase of this property was treated as a business combination

        On October 14, 2013, the Company closed on the first tranche of a property for Hawk Creek Ranch located in Yolo County, California (aggregating 344 gross acres—261 tillable) for the purchase price of $3,230,000. The Company incurred $51,929 in acquisition costs associated with this purchase. The property was farmed for row crops, but it has been cleared and leveled for development for pistachios and the trees have now been planted. The purchase of this property was treated as a business combination.

        On November 1, 2013, the Company closed on Blue Heron Farms located in Kings County, California (430 gross acres—380 tillable) for the purchase price of $13,875,000. The Company incurred $186,212 in acquisition costs associated with this purchase in 2013 and $220 in 2014. The property is currently farmed for walnuts. The purchase of this property was treated as a business combination.

        On November 5, 2013, the Company closed on Pintail Vineyards located in Yolo County, California (aggregating 91 gross acres—87 tillable) for the purchase price of $1,045,000. The Company incurred $42,758 in acquisition costs associated with this purchase in 2013 and $3,291 in 2014. The property was farmed for row crops, but has been cleared and leveled for development for Pinot Grigio

16

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

4. INVESTMENTS IN REAL ESTATE (Continued)

and Petite Syrah grapes and the vines have now been planted. The purchase of this property was treated as a business combination.

        We determined the allocation of the purchase price of the assets acquired net of liabilities assumed during the year ended December 31, 2013 to be as follows:

Farm	Land		Land improvements		Buildings		Trees and vines		Fixtures and equipment		Development costs		Below-market lease			Total purchase price
Blue Cypress Farm	$	6,828,050	$	234,600	$	15,000		—	$	105,800		—		—		$	7,183,450
Hawk Creek Ranch (first tranche)		3,195,000		20,000		—		—		15,000		—		—			3,230,000
Blue Heron Farms		6,285,000		850,000		426,000	$	4,396,500		7,500	$	2,035,000	$	(125,000	)		13,875,000
Pintail Vineyards		945,000		35,000		60,000		—		5,000		—		—			1,045,000
	$	17,253,050	$	1,139,600	$	501,000	$	4,396,500	$	133,300	$	2,035,000	$	(125,000	)	$	25,333,450

Pro-Forma Financials (Unaudited)

        We acquired no farms during the year ended December 31, 2015, one farm during the year ended December 31, 2014 and four farms during the year ended December 31, 2013 in transactions that qualified as business combinations. For the Hawk Creek Ranch business acquisition we did not present pro forma information for the years ended December 31, 2015 and 2014, since the total impact to the revenues and income would not be material to the financial statements. The total revenues and losses from the acquisitions completed through December 31, 2013 included in the consolidated statements of operations were $22,069 and $(44,234). If the acquisitions had occurred as of the beginning of the period, the Company's results of operations would be shown as in the following table. These unaudited

17

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

4. INVESTMENTS IN REAL ESTATE (Continued)

pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the period.

	For the Year Ended December 31, 2013
Operating Data:
Total operating revenue	$	6,538,390
Total operating expenses		5,716,574
Operating income		821,816
Other expenses (income)		(13,101	)
Income before gain on sale of land		834,917
Gain on sale of land		463,478
Net income		1,298,395
Net income attributable to non-controlling interests		425,113
Net income attributable to the Company	$	873,282
Share and Per Share Data:
Weighted Average Shares of Common Stock Outstanding—basic & diluted		10,039,722
Basic & diluted earnings per common share	$	0.09

Real Estate Holdings by Geographic Location and Crop Type

        The following table summarizes the geographic locations of our properties with leases in place as of December 31, 2015 and 2014:

	As of and For the Year Ended December 31, 2015												As of and For the Year Ended December 31, 2014
State	No. of Farms		Total Tillable Acres		% of Total Tillable Acres			Rental Revenue		% of Total Rental Revenue			No. of Farms		Total Tillable Acres		% of Total Tillable Acres			Rental Revenue		% of Total Rental Revenue
California		10		3,703		28.0	%	$	7,060,832		73.7	%		9		3,062		24.3	%	$	4,654,951		67.5	%
Illinois		3		3,198		24.1	%		1,386,278		14.5	%		3		3,198		25.4	%		1,385,238		20.1	%
Florida		3		3,937		29.7	%		643,494		6.7	%		3		3,937		31.2	%		648,750		9.4	%
Arkansas		1		1,248		9.4	%		208,500		2.2	%		1		1,248		9.9	%		208,500		3.0	%
Georgia/Alabama		1		1,165		8.8	%		282,282		2.9	%		1		1,165		9.2	%		—		—
		18		13,251		100.0	%	$	9,581,386		100.0	%		17		12,610		100.0	%	$	6,897,439		100.0	%

18

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

4. INVESTMENTS IN REAL ESTATE (Continued)

        The following table summarizes the crop types grown on our properties as of December 31, 2015 and 2014:

	As of and For the Year Ended December 31, 2015											As of and For the Year Ended December 31, 2014
Crop type	Total Tillable Acres		% of Total Tillable Acres			Rental Revenue			% of Total Rental Revenue			Total Tillable Acres		% of Total Tillable Acres			Rental Revenue		% of Total Rental Revenue
Almonds		1,186		9.0	%	$	3,971,002			41.4	%		1,056		8.4	%	$	2,562,472		37.2	%
Commodity row crops(1)		4,446		33.6	%		1,594,778			16.6	%		4,446		35.3	%		1,593,738		23.1	%
Wine grapes		468		3.5	%		1,085,912			11.3	%		468		3.7	%		685,490		9.9	%
Pistachios		511		3.9	%		973,162			10.2	%		—		—			—		—
Specialty vegetables		1,608		12.1	%		770,900			8.1	%		1,608		12.8	%		785,904		11.4	%
Walnuts		380		2.9	%		528,959			5.5	%		380		3.0	%		774,779		11.2	%
Citrus		939		7.1	%		376,313			3.9	%		939		7.4	%		394,431		5.7	%
Pecans		1,165		8.8	%		282,282			3.0	%		1,165		9.2	%		—		—
Non-income producing development		2,548		19.1	%		(1,922	)		—	%		2,548		20.2	%		100,625		1.5	%
		13,251		100.0	%	$	9,581,386			100.0	%		12,610		100.0	%	$	6,897,439		100.0	%

(1)

corn, soybeans, cotton, wheat and rice are the predominant commodity row crops.

Concentrations

Geographic risk

        10 of our 18 farms owned as of December 31, 2015, are located in California. As of December 31, 2015, our farmland in California accounted for 3,703 acres, or 28.0% of the total tillable acreage we owned. Furthermore, these farms accounted for approximately $7.1 million, or 73.7%, of the rental revenue recorded during the year ended December 31, 2015. Rental revenue from our farms in California accounted for $4.7 million or 67.5% of the total rental revenue recorded by us during the year ended December 31, 2014. In addition, our farms in Illinois accounted for approximately 14.5% of the rental revenue recorded during the year ended December 31, 2015, and approximately 20.1% of the rental revenue recorded during the year ended December 31, 2014. Our farms in Florida accounted for 3,937 acres or 29.7% of the total tillable acreage as of December 31, 2015. Though we seek to continue to further diversify geographically, should an unexpected natural disaster occur where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations. No other single state accounted for more than 10.0% of the total rental revenue recorded during the years ended December 31, 2015 or 2014.

Credit risk

        All of our farms are leased to unrelated, third-party tenants. One of our farms is leased to a tenant, Green Leaf Farms Inc. and affiliates ("Green Leaf"). As of December 31, 2015, 1,186 acres were leased to Green Leaf, representing 9.0% of the total tillable acreage we owned. At December 31, 2014, this was 1,056 tillable acres representing 8.4% of the total tillable acreage. Aggregate rental revenue attributable to Green Leaf accounted for $4.0 million or 41.4% and $2.6 million or 37.2% of the total rental revenue recorded during the years ended December 31, 2015 and 2014, respectively.

19

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

4. INVESTMENTS IN REAL ESTATE (Continued)

Two of our farms are leased to two different tenants but who have the same principal owner, Steven McIntyre ("McIntyre"). As of December 31, 2015, 468 acres were leased to McIntyre, representing 3.5% of the total tillable acreage we owned. Furthermore, aggregate rental revenue attributable to McIntyre accounted for $1.0 million or 10.4% and $0.6 million or 8.5% of the rental revenue recorded during the years ended December 31, 2015 and 2014, respectively. If either of these tenants fails to make rental payments or elects to terminate either of their leases, and the land cannot be re-leased on satisfactory terms, there would be a material adverse effect on our financial performance and ability to continue operations. One of our farms is leased to a tenant, Pleasant Valley Pistachio LLC ("Pleasant Valley") which lease was entered into contemporaneously with the purchase of our Kingfisher Ranch property. As of December 31, 2015, 511 acres were leased to Pleasant Valley, representing 3.9% of the total tillable acreage we owned. Aggregate rental revenue attributable to Pleasant Valley accounted for $1.0 million or 10.2% of the total rental revenue recorded during the year ended December 31, 2015. No other individual tenant represented greater than 10.0% of the total rental revenue recorded during the years ended December 31, 2015 or 2014.

Crop type risk

        Aggregate rental revenue attributable to almonds, commodity row crops, wine grapes and pistachios accounted for $4.0 million, $1.6 million, $ 1.1 million and $1.0 million or 41.4%, 16.6%, 11.3% and 10.2%, respectively, for the year ended December 31, 2015. Aggregate rental revenue attributable to almonds, commodity row crops, specialty vegetables and walnuts accounted for $2.6 million, $1.6 million, $0.8 million and $0.8 million or 37.2%, 23.1%, 11.4% and 11.2%, respectively, of the total rental revenue for the year ended December 31, 2014. 9.0%, 33.6%, 3.5% and 3.9% of our total tillable acreage is planted with almonds, commodity row crops, wine grapes and pistachios as of December 31, 2015, respectively. 8.4%, 35.3%, 12.8% and 3.0% of our total tillable acreage is planted with almonds, commodity row crops, specialty vegetables and walnuts as of December 31, 2014, respectively. No other individual crop type represented greater than 10.0% of the total rental revenue recorded during the years ended December 31, 2015 or 2014.

5. ACCRUED EXPENSES AND OTHER LIABILITIES

        Accrued expenses and other liabilities as of December 31, 2015 and 2014 consisted of the following:

	2015		2014
Accrued dividends payable	$	220,954	$	197,380
Accrued accounting fees		450,000		217,000
Accrued sub-advisory fees		497,777		—
Accrued real estate taxes		235,272		142,436
Accrued legal fees		105,795		4,351
Accrued interest payable		26,719		11,702
Accrued offering costs		76,138		1,045,383
Accrued other		764,650		1,238,328
Total	$	2,377,305	$	2,856,580

20

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

6. BORROWINGS UNDER CREDIT FACILITY

        The Company entered into a $25.0 million revolving credit facility on December 5, 2013 to provide funds for potential acquisitions, development of existing properties and other corporate purposes. The facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.6127% and 0.2552% at December 31, 2015 and 2014, respectively). The Company is required to pay any interest due quarterly in arrears beginning January 1, 2014 and any unpaid interest and drawn principal is due and payable in full on January 1, 2019 ("Maturity Date"). The minimum advance under the terms of the facility is $500,000 and may be repaid at any time prior to the Maturity Date. The credit facility is secured by a first mortgage over, and assignment of leases from, the Pleasant Plains Farm, Macomb Farm, Kane County Farms, Sweetwater Farm and Tillar Farm properties. The Company pays a 0.25% per annum non usage fee. There was no amount outstanding under this credit facility at December 31, 2015 and $20.4 million was outstanding under this credit facility as of December 31, 2014.

        On January 14, 2015, the Company entered into a second $25.0 million revolving credit facility to provide funds for potential acquisitions, development of existing properties and other corporate purposes. The facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.6127% at December 31, 2015). The Company is required to pay any interest due quarterly in arrears beginning April 1, 2015 and any unpaid interest and drawn principal is due and payable in full on January 1, 2020 ("Second Maturity Date"). The minimum advance under the terms of the facility is $500,000 and may be repaid at any time prior to the Second Maturity Date. The credit facility is secured by a first mortgage over and assignment of leases from the Quail Run Vineyard, first tranche of Golden Eagle Ranch and Blue Heron Farms properties. The Company pays a 0.25% per annum non-usage fee. The amount outstanding under this credit facility at December 31, 2015 was $25.0 million.

        On August 18, 2015, the Company entered into a third $25.0 million revolving credit facility to provide funds for potential acquisitions, development of existing properties and other corporate purposes. The facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.6127% at December 31, 2015). The Company is required to pay any interest due quarterly in arrears beginning October 1, 2015 and any unpaid interest and drawn principal is due and payable in full on August 1, 2020 ("Third Maturity Date"). The minimum advance under the terms of the facility is $500,000 and may be repaid at any time prior to the Third Maturity Date. The credit facility is secured by a first mortgage over and assignment of leases from the second tranche of Kimberly Vineyard, Roadrunner Ranch, Condor Ranch, Blue Cypress Farm, Grassy Island Groves and Falcon Farms properties. The Company pays a 0.25% per annum non-usage fee. The amount outstanding under this credit facility at December 31, 2015 was $2.2 million.

        On December 22, 2015, the Company entered into a fourth revolving credit facility in the amount of $15.0 million to provide funds for potential acquisitions, development of existing properties and other corporate purposes. The facility bears interest on the drawn amount at the rate of 130 basis points (1.3%) above the Three Month London Interbank Offered Rate (0.6127% at December 31, 2015). The Company is required to pay any interest due quarterly in arrears beginning April 1, 2016 and any unpaid interest and drawn principal is due and payable in full on January 1, 2021 ("Fourth Maturity Date"). The minimum advance under the terms of the facility is $500,000 and may be repaid at any time prior to the Fourth Maturity Date. The credit facility is secured by a first mortgage over and assignment of leases from the Kingfisher Ranch, Sandpiper Ranch and Hawk Creek Ranch

21

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

6. BORROWINGS UNDER CREDIT FACILITY (Continued)

properties. The Company pays a 0.25% per annum non-usage fee. There is no amount outstanding under this credit facility at December 31, 2015.

        The fair value of the borrowings under the credit facilities fall within Level 3 of the fair value hierarchy. Since the revolving nature of the borrowings allows prepayment at the Company's option at any time, since the borrowings bear interest at a variable rate, and since the spread on all the borrowings did not change throughout the year, the fair value of the borrowings under the credit facility as of December 31, 2015 and 2014 was approximately $27.2 million and $20.4 million, respectively, comparable to our carrying values of $27.2 million and $20.4 million, respectively.

        Pursuant to an amendment to the credit facilities completed in December 2015, the Company is required to maintain loan to value ratios of (i) 50% or less measured by the aggregate amount payable to the lender by the Company pursuant to all four existing credit facilities compared to the aggregate appraised value of the properties pledged as security under the four credit facilities and (ii) 60% or less measured by the amount payable to the lender by the Company pursuant to each individual credit facility compared to the appraised value of all of the properties pledged as security under each respective credit facility. In addition, aggregate indebtedness of the Company must be less than 40% of the aggregate value of the Company's investment in real estate. The values used to determine compliance with the covenants are based on independent third-party appraisals performed at least annually. We believe we are in compliance with the covenants of each of these credit facilities.

7. RELATED PARTY TRANSACTIONS

        Prior to the Internalization Transaction, the limited partnership agreement of the Operating Partnership provided that the Operating Partnership pay AFA a management fee in arrears calculated at the annual rate of (i) 1% of the Company's share of the Gross Asset Value, as defined, of the Operating Partnership as of the end of the immediately preceding calendar quarter and (ii) 0.5% of the Founders' share of the Gross Asset Value of the Operating Partnership as of the end of the immediately preceding calendar quarter. The management fee for the period ended October 22, 2015 and the years ended December 31, 2014 and 2013 amounted to $1,393,776, $1,296,857 and $1,211,390, respectively, of which $0 and $331,143 was payable on December 31, 2015 and 2014, respectively. Prior to the Internalization Transaction, AFA utilized the management fees it received from the Operating Partnership to pay the Agricultural Sub-Adviser their fees. After the Internalization Transaction, AFA became a wholly-owned subsidiary of the Operating Partnership and continues to pay the Agricultural Sub-Adviser a sub-advisory fee (see below).

        Prior to the Internalization Transaction, AFA was entitled to a performance fee equal to 15% of the Funds From Operations (as defined) allocated to the capital account of the Company in the Operating Partnership each fiscal year and 10% of the Funds From Operations allocated to each Founder's capital account in the Operating Partnership each fiscal year. The performance fee on Funds From Operations amounted to $549,620, $531,905 and $405,851 for the period ended October 22, 2015 and the years ended December 31, 2014 and 2013, respectively, of which $0 and $531,905 was payable on December 31, 2015 and 2014, respectively.

        Prior to the Internalization Transaction, AFA was entitled to an additional performance fee equal to two-thirds of 15% of the net capital appreciation allocated to the capital account of the Company in the Operating Partnership each fiscal year and to one-third of 15% of the net realized capital appreciation allocated to the capital account of the Company in the Operating Partnership each fiscal

22

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

7. RELATED PARTY TRANSACTIONS (Continued)

year. AFA was also entitled to two-thirds of 10% and one-third of 10% of net capital appreciation and net realized capital appreciation, respectively, allocated to each Founder's capital account in the Operating Partnership each fiscal year. The performance fee on net capital appreciation (realized and unrealized) amounted to $941,360, $699,493 and $443,500 for the period ended October 22, 2015 and the years ended December 31, 2014 and 2013, respectively, of which $0 and $699,493 was payable on December 31, 2015 and 2014, respectively.

        These performance fees are reflected in management and performance fees related party on the consolidated statements of operations.

        Immediately preceding the closing of the Offering on October 23, 2015 (the "Closing Date"), the Company internalized its management functions previously provided by AFA. This was accomplished by having the previous owners of AFA (including AFC TRS LLC) which held a 0.2% interest in AFA, contribute 100% of their interests in AFA to the Operating Partnership. On the Closing Date, any performance fees related to Funds from Operations and capital appreciation that were previously assessable against the capital accounts of the partners in the Operating Partnership, ceased. The previous owners of AFA received 986,438 Common Units in the Operating Partnership in aggregate in connection with the Offering valued at $8.00 per Common Unit or $7,891,504.

        The excess of the fair value of the consideration for the Internalization Transaction amounting to $7,891,504 over the net liabilities assumed of $1,043,241, amounts to $8,934,745. The excess amount together with $860,000 in transaction costs, which represent the fair value of the cost to terminate the various management contracts with AFA, associated with the Internalization Transaction totaling $9,794,745, have been expensed in the consolidated statement of operations and have been allocated based on the percentage ownership of the Operating Partnership prior to the Offering.

        We determined the fair value of the assets acquired and liabilities assumed relating to the Internalization Transaction to be as follows:

	Cash		Fixed Assets		Other assets		Legacy performance fee payable to Agr. Sub-Adviser			Other accrued expenses			Total fair value
AFA	$	102,050	$	1,228	$	176,268	$	(1,104,280	)	$	(219,748	)	$	(1,044,482	)
AFC TRS LLC		—		—		1,241		—			—			1,241
	$	102,050	$	1,228	$	177,509	$	(1,104,280	)	$	(219,748	)	$	(1,043,241	)

        In addition, the Agricultural Sub-Adviser to AFA, Prudential Mortgage Capital Company, LLC, entered into an Amended and Restated Sub-Advisory Agreement ("Amended Sub-Advisory Agreement") effective on the Closing Date whereby the Agricultural Sub-Adviser now receives a sub-advisory fee equal to the annual rate of 1.0% of the appraised value of the Operating Partnership's properties at the end of each calendar quarter. The fee for the period October 23, 2015 to December 31, 2015 amounted to $413,930. Pursuant to the Amended Sub-Advisory Agreement, the Agricultural Sub-Adviser is entitled to performance fees as of the Closing Date as if all fees under the original Sub-Advisory Agreement were earned and payable (the "Legacy Performance Fee"). The Legacy Performance Fee is payable in equal annual amounts over the next four years commencing in 2016. Interest is payable at the simple rate of 5% on unpaid balances beginning on the Closing Date.

23

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

7. RELATED PARTY TRANSACTIONS (Continued)

The balance of the Legacy Performance Fee payable to the Agricultural Sub-Adviser is shown in the Consolidated Balance Sheet and was $1,106,307 as of December 31, 2015.

        The Operating Partnership paid Optima Fund Management LLC ("Optima"), an affiliate of the Managing Member of AFA prior to the Closing Date, $24,274, $30,000 and $21,000 for the period January 1, 2015 to October 22, 2015 and the years ended December 31, 2014 and 2013, respectively, as a fee for providing administrative and accounting services to the Company and the Operating Partnership. Subsequent to the Closing Date, AFA paid Optima $12,406 for the period October 23, 2015 through December 31, 2015 pursuant to the Transitional Services Agreement in respect of occupancy, data processing and the accounting and other administrative services. In addition AFA reimbursed Optima $252,406 for salaries, benefits and other miscellaneous expenses incurred by the Company's employees for the period October 23, 2015 through December 31, 2015. Subsequent to January 1, 2016, the employees of the Company are paid directly by AFA.

8. STOCKHOLDERS' EQUITY

        There were 300,000,000 shares of common stock, par value $0.01 per share, authorized with 16,890,847 issued and outstanding as of December 31, 2015 and 10,436,902 shares issued and outstanding as of December 31, 2014. There were 35 8% Series A Cumulative Non-Voting Preferred Stock, par value $0.01 per share, authorized with zero issued and outstanding as of December 31, 2015 and 29 issued and outstanding as of December 31, 2014. 29 shares of the 8% Series A Cumulative Non-Voting Preferred Stock were redeemed at a 10% premium on October 23, 2015.

2015 Initial Public Offering

        On October 19, 2015, the Company priced the Offering of 6,000,000 shares of its common stock at a public offering price of $8.00 per share, which closed on October 23, 2015, resulting in gross proceeds of $48.0 million and net proceeds, after deducting underwriting discounts and offering expenses borne by the Company, of approximately $39.2 million. $25.0 million of these proceeds were used to pay down the existing credit facility, $31,900 was used to redeem the 8% Series A Cumulative Non-Voting Preferred Stock, $1.5 million was used to make a deposit on the Sun-Dial acquisition (see Note 14), and the remainder was used for other general corporate purposes.

Non-Controlling Interests in Operating Partnership

        The Company consolidates its Operating Partnership, a majority owned partnership. The Company owned 83.8% and 80.8% of the common limited partnership interests ("Common Units") in the Operating Partnership at December 31, 2015 and 2014, respectively. Since inception and prior to the Internalization Transaction, the Founders contributed $21,145,000 in capital to the Operating Partnership.

        On or after 12 months after becoming a holder of Common Units, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash, or at our option, for shares of our common stock on a one-for-one basis. The cash redemption per Common Unit would be based on the market price of our common stock at the time of redemption. The number of shares of our common stock issuable upon redemption of Common Units held by limited partners may be adjusted upon the occurrence of certain

24

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

8. STOCKHOLDERS' EQUITY (Continued)

events such as stock dividends, stock subdivisions or combinations. A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under the Company's charter and the transfer restrictions and other limitations thereof.

        If the Company gives the limited partners notice of its intention to make an extraordinary distribution of cash or property to its stockholders or effect a merger, a sale of all or substantially all of its assets, or any other similar extraordinary transaction, each limited partner may exercise its right to redeem its Common Units, regardless of the length of time such limited partner has held its Common Units.

        Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the Common Units for shares of common stock. When a unitholder redeems a Common Unit, non-controlling interest in the Operating Partnership is reduced and stockholders' equity is increased.

        The Operating Partnership is required to make distributions on each Common Unit in the same amount as those paid on each share of the Company's common stock, with the distributions on the Common Units held by the Company being utilized to make distributions to the Company's common stockholders.

        As of December 31, 2015 there are 3,269,556 Common Units outstanding.

Dividends

        The Company's Board of Directors declared and paid the following dividends to common stockholders for the years ended December 31, 2013, 2014 and 2015:

Fiscal Year	Declaration Date	Record Date	Payment Date	Dividend per Common Share
2013	May 28, 2013	June 18, 2013	June 27, 2013	$	0.1000
	December 3, 2013	December 3, 2013	December 23, 2013		0.1250
				$	0.2250
2014	May 20, 2014	May 20, 2014	June 25, 2014	$	0.1250
	December 9, 2014	December 9, 2014	December 30, 2014		0.1250
				$	0.2500
2015	May 19, 2015	June 22, 2015	June 30, 2015	$	0.1250
	October 4, 2015	October 1, 2015	October 8, 2015		0.0625
	December 10, 2015	December 22, 2015	December 29, 2015		0.0625
				$	0.2500

        The Company paid distributions of $0.25 per share in calendar year 2015, of which 53% was ordinary income and 47% was a return of capital for U.S. federal income tax purposes. The Company paid distributions of $0.25 per share in calendar year 2014, of which 74% was ordinary income and 26% was a return of capital for U.S. federal income tax purposes. The Company paid distributions of $0.225 per share in calendar year 2013, of which 42% was ordinary income and 58% was return of capital for U.S. federal income tax purposes.

25

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

8. STOCKHOLDERS' EQUITY (Continued)

Equity Incentive Plan

        The Company may issue equity-based awards to officers, employees, non-employee directors and other key persons under the Company's 2014 Equity Incentive Plan (the "Plan"), which became effective on the Closing Date. We have initially reserved 806,400 shares of common stock equal to 4.0% of the outstanding shares of common stock and Common Units. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity based awards, including LTIP units, which are convertible on a one-for-one basis into Common Units. The terms of each grant will be determined by the compensation committee of the Board of Directors. No awards were made pursuant to the Plan during the year ended December 31, 2015 and as of December 31, 2015, there were 806,400 of shares available for future grant under the Plan.

        From time to time, the Company may award non-vested shares under the Plan, as compensation to officers, employees, non-employee directors and other key persons. The shares vest over a period of time as determined by the Compensation Committee of the Board of Directors at the date of grant. The Company will recognize compensation expense for awards issued to officers, employees, non-employee directors and other key persons for non-vested shares, which vest based on the passage of time, on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of award issuance, adjusted for forfeitures.

9. COMMITMENTS AND CONTINGENCIES

        We are not currently a party to any legal proceeding. Under the leases in place for the farms in our portfolio, a tenant typically is obligated to indemnify us, as the property owner, from and against all liabilities, costs and expenses imposed upon or asserted against us as owner of the farms due to certain matters relating to the operation of the property by the tenant.

        We may be a party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. There can be no assurance that these matters that arise in the future, individually or in aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows in any future period.

10. LEASES

        The Company's properties are leased to tenants under operating leases, which expire on various dates through 2020. Future minimum rents to be received from tenants under non-cancelable leases in effect at December 31, 2015, are as follows:

2016	$	5,301,000
2017		4,171,000
2018		3,797,000
2019		1,848,000
2020		622,000
	$	15,739,000

26

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

10. LEASES (Continued)

        In addition to the minimum lease payments described above, the Kimberly Vineyard, Golden Eagle Ranch, Condor Ranch, Quail Run Vineyard, Falcon Farms, Kingfisher Ranch and Blue Heron Farms leases require the tenants to pay participating rent (in some cases above a threshold), based on a percentage of gross revenues, as defined, derived from the leased property. Participating rent was $4,307,950, $3,608,309 and $2,070,989 for the years ended December 31, 2015, 2014 and 2013, respectively.

11. (LOSS) EARNINGS PER SHARE OF COMMON STOCK

        The following table sets forth the computation of basic and diluted (loss) earnings per common share for the years ended December 31, 2015, 2014 and 2013, respectively:

	For the Years Ended December 31,
	2015			2014		2013
Net (loss) income attributable to the Company	$	(7,874,609	)	$	710,717	$	553,451
Denominator for basic & diluted weighted average shares		12,041,532			10,404,087		10,039,722
Basic & diluted (loss) earnings per common share	$	(0.65	)	$	0.07	$	0.06

        For the year ended December 31, 2015, the inclusion of the Common Units is antidilutive to loss per common share and has therefore been excluded in the presentation of loss per common share.

12. QUARTERLY FINANCIAL INFORMATION (Unaudited)

        The following table reflects the quarterly results of operations for the years ended December 31, 2015 and 2014:

	Quarter Ended
Year Ended December 31, 2015:	March 31, 2015			June 30, 2015			September 30, 2015			December 31, 2015
Operating revenues	$	2,327,396		$	2,811,020		$	1,959,642		$	3,050,978
Operating expenses		(1,737,563	)		(2,365,967	)		(1,724,775	)		(12,819,765	)
Other expenses		(95,314	)		(117,278	)		(189,311	)		(191,515	)
Loss on sale of assets		—			—			—			(29,414	)
Gain (loss) before income taxes		494,519			327,775			45,556			(9,989,716	)
Income tax provision		79,832			—			—			86,016
Net income (loss)		414,687			327,775			45,556			(10,075,732	)
Less net income (loss) attributable to non-controlling Interests		128,757			133,981			54,203			(1,730,046	)
Net income (loss) attributable to the Company	$	285,930		$	193,794		$	(8,647	)	$	(8,345,686	)
Earnings (loss) per weighted average common shares—basic and diluted	$	0.03		$	0.02		$	0.00		$	(0.54	)
Weighted average common shares outstanding—basic and Diluted		10,890,847			10,890,847			10,890,847			15,456,064

27

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

12. QUARTERLY FINANCIAL INFORMATION (Unaudited) (Continued)

        The $9,794,745 Internalization Transaction expense incurred during the fourth quarter of 2015 had a significant impact on the fourth quarter and full year 2015 results of operations.

	Quarter Ended
Year Ended December 31, 2014:	March 31, 2014			June 30, 2014			September 30, 2014			December 31, 2014
Operating revenues	$	1,488,255		$	2,256,195		$	1,239,122		$	2,277,491
Operating expenses		(1,393,801	)		(1,556,414	)		(1,159,684	)		(2,024,963	)
Other expenses		(16,273	)		(24,856	)		(25,365	)		(50,620	)
Gain (loss) on sale of assets		55,662			(1,045	)		(6,916	)		—
Net income		133,843			673,880			47,157			201,908
Less net income attributable to non-controlling interests		53,746			162,171			36,867			93,287
Net income attributable to the Company	$	80,097		$	511,709		$	10,290		$	108,621
Earnings per weighted average common shares—basic and diluted	$	0.01		$	0.05		$	0.00		$	0.01
Weighted average common shares outstanding—basic and Diluted		10,369,475			10,406,152			10,419,996			10,419,996

13. SEGMENT INFORMATION

        The Company has identified four reporting segments: commodity row crops, specialty/vegetable row crops, permanent crops and properties under development. Each of these segments has different return on capital expectations, may have different forms of revenue (fixed and/or participating) or require an extended number of years before they produce revenue from trees and/or vines as a result of a development or redevelopment program.

        Below is a summary of total assets by segment as of December 31, 2015 and 2014, respectively.

	Total		Commodity Row		Specialty/ Vegetable Row		Permanent		Development		Corporate
December 31, 2015	$	190,286,101	$	32,604,314	$	12,855,152	$	85,642,987	$	43,849,168	$	15,334,480
December 31, 2014	$	151,096,812	$	32,773,547	$	12,989,903	$	60,624,524	$	36,860,983	$	7,847,855

28

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

13. SEGMENT INFORMATION (Continued)

        Below is a summary of operating income by segment for the years ended December 31, 2015, 2014 and 2013, respectively.

Year Ended December 31, 2015	Total			Commodity Row		Specialty/ Vegetable Row			Permanent			Development			Corporate
OPERATING REVENUES:
Fixed rent	$	5,273,436		$	1,594,778	$	770,900		$	2,531,445		$	376,313		$	—
Participating rent		4,307,950			—		—			4,309,872			(1,922	)		—
Recovery of real estate taxes		484,983			—		93,444			378,364			13,175			—
Other income		82,667			300		45,182			20,000			17,185			—
Total operating revenues		10,149,036			1,595,078		909,526			7,239,681			404,751			—
OPERATING EXPENSES:
Depreciation		2,027,091			3,389		94,402			1,646,096			283,092			112
Management and performance fees-related party		2,884,756			—		—			—			—			2,884,756
Property operating expenses		1,594,177			275,773		170,900			899,242			248,262			—
Acquisition-related expenses		—			—		—			—			—			—
Professional fees		1,020,882			—		2,351			25,634			14,283			978,614
Internalization expense		9,794,745			—		—			—			—			9,794,745
Sub-advisory fees		413,930			—		—			—			—			413,930
General and administrative		912,489			—		—			—			—			912,489
Total operating expenses		18,648,070			279,162		267,653			2,570,972			545,637			14,984,646
Operating (loss) income		(8,499,034	)		1,315,916		641,873			4,668,709			(140,886	)		(14,984,646	)
Total other expense		593,418			—		—			—			—			593,418
Loss before loss on sale of assets		(9,092,452	)		1,315,916		641,873			4,668,709			(140,886	)		(15,578,064	)
Loss on sale of assets		(29,414	)		—		(8,497	)		(20,917	)		—			—
Loss before income taxes		(9,121,866	)	$	1,315,916	$	633,376		$	4,647,792		$	(140,886	)	$	(15,578,064	)
Income tax provision		165,848
Net loss		(9,287,714	)
Less net loss attributable to non-controlling interests		(1,413,105	)
Net loss attributable to the Company	$	(7,874,609	)

29

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

13. SEGMENT INFORMATION (Continued)

Year Ended December 31, 2014	Total		Commodity Row		Specialty/ Vegetable Row		Permanent			Development			Corporate
OPERATING REVENUES:
Fixed rent	$	3,289,130	$	1,593,738	$	785,904	$	546,638		$	362,850		$	—
Participating rent		3,608,309		—		—		3,476,103			132,206			—
Recovery of real estate taxes		310,643		—		96,394		201,469			12,780			—
Other income		52,981		13,371				10			39,600			—
Total operating revenues		7,261,063		1,607,109		882,298		4,224,220			547,436			—
OPERATING EXPENSES:
Depreciation		1,530,911		3,071		90,213		1,217,095			220,532			—
Management and performance fees-related party		2,528,255		—		—		—			—			2,528,255
Property operating expenses		1,351,655		266,559		164,877		457,886			462,333			—
Acquisition-related expenses		44,712		—		—		220			44,492			—
Professional fees		406,008		—		2,166		14,182			3,424			386,236
General and administrative		273,321		—		—		—			—			273,321
Total operating expenses		6,134,862		269,630		257,256		1,689,383			730,781			3,187,812
Operating income		1,126,201		1,337,479		625,042		2,534,837			(183,345	)		(3,187,812	)
Total other expense		117,114		—		—		—			—			117,114
Net income before gain on sale of land		1,009,087		1,337,479		625,042		2,534,837			(183,345	)		(3,304,926	)
Gain on sale of land		47,701		59,368		—		(11,667	)		—			—
Net income		1,056,788	$	1,396,847	$	625,042	$	2,523,170		$	(183,345	)	$	(3,304,926	)
Less net income attributable to non-controlling interests		346,071
Net income attributable to the Company	$	710,717

30

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

13. SEGMENT INFORMATION (Continued)

Year Ended December 31, 2013	Total			Commodity Row		Specialty/ Vegetable Row		Permanent		Development			Corporate
OPERATING REVENUES:
Fixed rent	$	3,191,581		$	1,615,224	$	681,860	$	700,499	$	193,998		$	—
Participating rent		2,070,989			—		—		2,071,158		(169	)		—
Recovery of real estate taxes		317,561			—		100,625		197,309		19,627			—
Other income		135,803			96,497		—		—		39,306			—
Total operating revenues		5,715,934			1,711,721		782,485		2,968,966		252,762			—
OPERATING EXPENSES:
Depreciation		1,265,275			3,070		77,695		1,053,829		130,681			—
Management and performance fees-related party		2,060,741			—		—		—		—			2,060,741
Property operating expenses		1,083,729			261,739		165,804		429,373		226,813			—
Acquisition-related expenses		431,309			—		—		187,872		243,437			—
Professional fees		342,291			—		3,103		3,039		1,290			334,859
General and administrative		175,491			—		—		—		—			175,491
Total operating expenses		5,358,836			264,809		246,602		1,674,113		602,221			2,571,091
Operating income		357,098			1,446,912		535,883		1,294,853		(349,459	)		(2,571,091	)
Total other expense (income)		(13,101	)		—		—		—		—			(13,101	)
Net income before gain on sale of land		370,199			1,446,912		535,883		1,294,853		(349,459	)		(2,557,990	)
Gain on sale of land		463,478			463,478		—		—		—			—
Net income		833,677		$	1,910,390	$	535,883	$	1,294,853	$	(349,459	)	$	(2,557,990	)
Less net income attributable to non-controlling interests		280,226
Net income attributable to the Company	$	553,451

14. SUBSEQUENT EVENTS

        No material subsequent events have occurred since December 31, 2015 that required recognition or disclosure in financial statements, except as disclosed below.

        The Board of Directors declared a dividend of 6.25 cents per share for the first quarter of 2016 payable on March 31, 2016 to shareholders of record as of March 21, 2016, and a distribution of 6.25 cents per Common Unit for the first quarter of 2016 payable on March 31, 2016 to unit holders of record as of March 21, 2016.

        On January 27, 2016, the Company completed the acquisition of a portfolio of mature permanent crop properties aggregating to approximately 2,186 gross acres and approximately 1,718 net plantable acres for a combined gross purchase price of $63.5 million, excluding transaction costs. The acquisition was funded from cash on hand in the amount of $9.8 million and additional borrowings of $53.7 million under the Company's existing revolving credit facilities. The seven properties are located across multiple counties in California, each with its own on-site water well(s) and/or surface water, and will be operated as four distinct farms based on crop type and location. Crops planted include almonds, lemons, mandarins and several other fresh citrus varieties as well as a small planting of prunes. The purchase of these properties will be treated as an asset acquisition. Green Leaf has executed operating lease agreements contemporaneously with this acquisition to operate all four farms.

31

American Farmland Company

Notes to Consolidated Financial Statements (Continued)

14. SUBSEQUENT EVENTS (Continued)

        On March 2, 2016, the Compensation Committee of the Board of Directors approved the award of 47,444 shares to officers, employees and a non-employee director under the Company's Plan at a price of $5.95 per share for services related to the Offering. These shares are immediately vested, but can only be disposed of after April 19, 2016. The award will be recognized as $282,292 of share-based compensation expense in the first quarter of 2016. Following the withholding of shares for tax withholdings, 31,050 additional shares were issued and outstanding, bringing the total shares of common stock outstanding to 16,921,897.

        On March 23, 2016, the Compensation Committee of the Board of Directors approved the award of 163,487 restricted stock units ("RSUs") to officers, employees and a non-employee director under the Company's 2014 Equity Incentive Plan. The RSUs are subject to vesting over a four-year period based entirely upon the attainment of pre-determined levels of total shareholder returns, as will be measured as of each year end compared to the Company's common share price on December 31, 2015, and with one-quarter of the RSUs subject to vesting each year. The RSUs are not entitled to receive dividends while unvested. The Company may recognize stock-based compensation expense associated with this award of RSUs in future periods.

******

32

Schedule III—Real estate and accumulated depreciation

December 31, 2015
(All Numbers in Thousands)

																	Gross Amount at Which Carried at Close of Period
																				Life on Which Depreciation in Latest Income Statements is Computed
	Initial Cost to Company								Cost Capitalized Subsequent to Acquisition
																	Accumulated Depreciation		Date Acquired
Farms	Encumbrances		Land		Improvements		Total		Improvements		Land		Improvements		Total
Kimberly Vineyard (Monterey, CA)		(3)	$	9,180	$	3,788	$	12,968	$	—	$	9,180	$	3,788	$	12,968	$	373	08/10/2010 & 12/9/2014	8 - 30 years
Condor Ranch (Ventura, CA)		(3)		3,333		1,520		4,853		4,920		3,333		6,440		9,773		256	11/30/2011 & 12/16/2011	15 - 30 years
Golden Eagle Ranch (Stanislaus, CA)		(2)		10,380		11,627		22,007		11		10,380		11,638		22,018		2,702	03/09/2012, 08/14/2012 & 8/18/2015	5 - 25 years
Quail Run Vineyard (Monterey, CA)		(2)		6,499		1,377		7,876		2,067		6,499		3,444		9,943		304	11/16/2012	8 - 30 years
Blue Heron Farms (Kings, CA)		(2)		6,285		7,715		14,000		32		6,285		7,747		14,032		533	11/01/2013	7 - 30 years
Falcon Farms (Dougherty, GA; Lowndes, AL)		(3)		5,370		2,760		8,130		199		5,370		2,959		8,329		130	11/14/2014	20 years
Sandpiper Ranch (Santa Cruz, CA)		(4)		7,399		406		7,805		13		7,399		419		7,818		125	12/22/2011 & 4/2620/12	5 - 25 years
Sweetwater Farm (Jackson, FL)		(1)		4,796		329		5,125		216		4,796		545		5,341		244	12/30/2010	8 - 15 years
Blue Cypress Farm (Brevard, FL)		(3)		6,828		355		7,183		4,301		6,828		4,656		11,484		84	02/22/2013	15 - 25 years
Pleasant Plains Farm (Douglas, McClean, Cass, Morgan & Sangamon, IL)		(1)		8,750				8,750				8,750		0		8,750			07/09/2010
Macomb Farm (McDonough, IL)		(1)		2,547				2,547		10		2,547		10		2,557			12/16/2010
Kane County Farms (Kane, IL)		(1)		17,139		30		17,169				17,139		30		17,169		5	06/28/2011	25 years
Tillar Farm (Drew, AR)		(1)		4,080				4,080		19		4,080		19		4,099		7	05/04/2011	10 years
Roadrunner Ranch (Tulare, CA)		(3)		2,414				2,414		5,106		2,414		5,106		7,520		144	04/07/2011 & 09/13/2011	8 years
Grassy Island Groves (Okeechobee, FL)		(3)		1,396		906		2,302		2,629		1,396		3,535		4,931		136	12/17/2012	20 years
Pintail Vineyards (Yolo, CA)				945		100		1,045		966		945		1,066		2,011		13	11/05/2013	5 - 20 years
Hawk Creek Ranch (Yolo, CA)		(4)		4,907		95		5,002		2,986		4,907		3,081		7,988		63	10/14/2013 & 02/25/2014	5 - 10 years
Kingfisher Ranch (Fresno, CA)				8,015		11,853		19,868		10		8,015		11,863		19,878		149	8/21/2015	5 - 20 years
Totals			$	110,263	$	42,861	$	153,124	$	23,485	$	110,263	$	66,346	$	176,609	$	5,268

(1)

The lender under the first revolving credit facility has a first mortgage on these properties as security for the credit facility outstanding as of December 31, 2015.

(2)

The lender under the second revolving credit facility has a first mortgage on these properties as security for the credit facility outstanding as of December 31, 2015.

(3)

The lender under the third revolving credit facility has a first mortgage on these properties as security for the credit facility outstanding as of December 31, 2015.

(4)

The lender under the fourth revolving credit facility has a first mortgage on these properties as security for the credit facility outstanding as of December 31, 2015.

33

        The net basis of the Company's assets and liabilities for U.S. federal income tax purposes is approximately $2,737,000 higher than the amount reported for financial statement purposes.

Reconciliation of "Real estate and accumulated depreciation"

	Year Ended December 31,
	2015			2014			2013
Real estate:
Balance at beginning of year	$	143,640,511		$	116,815,790		$	88,095,301
Additions during the year		25,076,396			20,832,897			25,458,450
Development costs and other expenditures		8,222,312			6,195,474			4,481,159
Payment for diminished remaining acreage of Macomb Farms		—			(183,650	)		(617,500	)
Cost associated with expropriated acreage from Macomb Farms		—			—			(601,620	)
Cost related to scrapped assets		(328,636	)		(20,000	)		—
Total	$	176,610,583		$	143,640,511		$	116,815,790
Accumulated depreciation:
Balance at beginning of year	$	3,535,653		$	2,013,075		$	747,800
Additions charged to costs and expenses		2,027,091			1,530,911			1,265,275
Reduction related to scrapped assets		(294,892	)		(8,333	)		—
Total	$	5,267,852		$	3,535,653		$	2,013,075

34

EX-99.3

Exhibit 99.3

Index to Unaudited Pro Forma Condensed Combined Financial Information

Introduction	2
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2016	5
Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2016	6
Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2015	7
Notes to Unaudited Pro Forma Condensed Combined Financial Statements	8

1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

        On September 12, 2016, Farmland Partners Inc. ("FPI"), Farmland Partners Operating Partnership, LP ("FPI OP"), Farmland Partners OP GP LLC ("FPI OP GP"), FPI Heartland LLC ("Merger Sub"), FPI Heartland Operating Partnership, LP ("Merger Partnership"), FPI Heartland GP LLC ("Merger Sub GP"), American Farmland Company ("AFCO") and American Farmland Company L.P. ("AFCO OP") entered into a definitive agreement and plan of merger (the "Merger Agreement"), pursuant to which FPI and AFCO will combine through a merger of AFCO with and into Merger Sub, with Merger Sub surviving the merger (the "Company Merger"), and Merger Partnership will merge with and into AFCO OP with AFCO OP surviving the Merger (the "Partnership Merger" and, together with the Company Merger, the "Mergers").

        Under the terms of the Merger Agreement, each AFCO stockholder will receive 0.7417 shares (the "Exchange Ratio") of FPI's common stock, $0.01 par value per share ("FPI common stock") for each share of AFCO's common stock, $0.01 par value per share ("AFCO common stock") held immediately prior to the effective time of the Company Merger, with cash paid for any fractional share that an AFCO stockholder would otherwise be entitled to receive. Upon the completion of the Company Merger, assuming no change to the number of shares of common stock of FPI or AFCO or the number of FPI OP Units (as defined below) or AFCO OP Units (as defined below) outstanding as of September 30, 2016, continuing FPI common stockholders are expected to own approximately 56.97% of the issued and outstanding shares of common stock of the combined company (the "Combined Company") and former AFCO common stockholders will own approximately 43.03% of the issued and outstanding shares of common stock of the Combined Company on a fully diluted basis. The Company Merger is subject to customary closing conditions, including, among other things, receipt of the approval of both the FPI stockholders and AFCO stockholders. The transactions contemplated by the Merger Agreement, including the Company Merger, are expected to close during the first quarter of 2017.

        The following unaudited pro forma condensed combined financial statements are based on FPI's historical consolidated financial statements and AFCO's historical consolidated financial statements, each of which are included in FPI's and AFCO's Annual Reports on Form 10-K for the year ended December 31, 2015 and Quarterly Reports on Form 10-Q for the quarter ended September 30, 2016. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2016 and the year ended December 31, 2015 give effect to the transactions contemplated by the Merger Agreement and the disposition of AFCO's Hawk Creek property as if they had occurred on January 1, 2015.

        The unaudited pro forma condensed consolidated financial statements were prepared using the acquisition method of accounting, with FPI considered the accounting acquirer of AFCO. Under the acquisition method of accounting, the purchase price is allocated to the underlying AFCO tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the excess purchase price, if any, allocated to goodwill.

        The unaudited pro forma condensed combined financial statements set forth below primarily give effect to the following:

•

the issuance of 0.7417 newly issued shares of FPI common stock in exchange for each outstanding share of AFCO common stock in connection with the Company Merger;

•

the issuance of 0.7417 newly issued Class A units of limited partnership interest in FPI OP ("FPI OP Units") in exchange for each outstanding unit of limited partnership interest in AFCO OP ("AFCO OP Units") in connection with the Partnership Merger;

2

•

the issuance of 0.7417 newly issued shares of FPI common stock in exchange for each fully vested and earned AFCO restricted stock unit ("AFCO RSUs") in connection with the other transactions contemplated by the Merger Agreement;

•

application of the acquisition method of accounting in connection with the Mergers based on the preliminary estimated purchase price; and

•

estimated transaction costs to be incurred by FPI and AFCO in connection with the Mergers and the other transactions contemplated by the Merger Agreement.

        The pro forma adjustments and the purchase price allocation as presented are based on estimates and certain information that is currently available. The assignment of fair values to AFCO's assets acquired and liabilities assumed has not been finalized, is subject to change, could vary materially from the actual amounts at the time the Mergers are completed, and FPI has not identified all adjustments necessary to conform AFCO's accounting policies to FPI's accounting policies. A final determination of the fair value of AFCO's assets and liabilities, including intangible assets with both indefinite or finite lives, will be based on the actual net tangible and intangible assets and liabilities of AFCO that exist as of the closing date of the Mergers and, therefore, cannot be made prior to the completion of the Mergers. The Exchange Ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the Mergers. As a result, the implied value of the consideration to AFCO stockholders will fluctuate between now and the completion of the Company Merger. However, the value of the consideration to be paid by FPI upon the consummation of the Company Merger will be determined based on the closing price of FPI common stock on the closing date of the Company Merger. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial statements presented below. FPI estimated the fair value of AFCO's assets and liabilities based on discussions with AFCO's management, preliminary valuation studies, due diligence and information presented in AFCO's public filings. Upon completion of the Mergers, final valuations will be performed. Any increases or decreases in the fair value of relevant balance sheet amounts upon completion of the final valuations will result in adjustments to the pro forma balance sheet and/or statements of operations. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and this difference may be material.

        The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the accompanying notes, which should be read together with the pro forma condensed combined financial statements.

        The unaudited pro forma consolidated financial statements, although helpful in illustrating the financial characteristics of the Combined Company under one set of assumptions, do not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the Mergers and do not attempt to predict or suggest future results. Specifically, the unaudited pro forma combined statements of operations exclude projected operating efficiencies and synergies expected to be achieved as a result of the Mergers. The unaudited pro forma consolidated financial statements also exclude the effects of costs associated with any restructuring or integration activities or asset dispositions resulting from the Mergers because such costs are currently not known or reasonably capable of estimation, and to the extent costs are incurred with respect to such activities, such costs are expected to be non-recurring and will not have been incurred at the closing date of the Mergers. However, such costs could affect the Combined Company following the Mergers in the period the costs are incurred or recorded. Further, the unaudited pro forma consolidated financial statements do not reflect the effect of any regulatory actions that may impact the results of the Combined Company following the Mergers.

3

        The unaudited pro forma consolidated financial statements have been developed and should be read in conjunction with:

•

the accompanying notes to the unaudited pro forma consolidated financial statements;

•

the historical consolidated financial statements of FPI as of and for the year ended December 31, 2015, included in FPI's Annual Report on Form 10-K for the year ended December 31, 2015, and the historical unaudited consolidated financial statements as of and for the nine months ended September 30, 2016, included in FPI's Form 10-Q for the quarter ended September 30, 2016;

•

the historical consolidated financial statements of AFCO as of and for the year ended December 31, 2015, included in AFCO's Annual Report on Form 10-K for the year ended December 31, 2015, and the historical unaudited consolidated financial statements as of and for the nine months ended September 30, 2016, included in AFCO's Form 10-Q for the quarter ended September 30, 2016; and

•

other filings that FPI and AFCO make with the Securities and Exchange Commission from time to time.

4

Farmland Partners Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2016
(in thousands)

	FPI Historical		AFCO Historical		Pro Forma Adjustments				Combined Company Pro Forma
ASSETS
Total real estate, net	$	588,398	$	228,719	$	26,399		(a)	$	843,516
In place leases		—		—		1,390		(b)		1,390
Deposits		196		—		—				196
Cash		17,189		1,810		—				18,999
Notes and interest receivable, net		2,870		—		—				2,870
Deferred offering costs		250		—		—				250
Deferred financing costs		—		460		(460	)	(c)		—
Accounts receivable, net		2,131		2,277		—				4,408
Inventory		378		—		—				378
Other		1,053		514		—				1,567
TOTAL ASSETS	$	612,465	$	233,780	$	27,329			$	873,574
LIABILITIES AND EQUITY
LIABILITIES
Mortgage notes and bonds payable, net	$	302,393	$	75,000	$	1,235		(d)	$	378,628
Dividends payable		2,515		—		—				2,515
Accrued interest		1,626		—		—				1,626
Accrued property taxes		962		—		—				962
Deferred revenue		5,720		2,398		(1,239	)	(e)		6,879
Accrued expenses		3,002		4,418		13,950		(f)		21,370
TOTAL LIABILITIES	$	316,218	$	81,816	$	13,946			$	411,980
Redeemable non-controlling interests in operating partnership, preferred units		119,057		—		—				119,057
Total shareholders equity		177,190		151,964		13,383		(g)		342,537
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS IN OPERATING PARTNERSHIP AND EQUITY	$	612,465	$	233,780	$	27,329			$	873,574

5

Farmland Partners Inc.

Unaudited Pro Forma Condensed Statement of Operations

For the nine months ended September 30, 2016

(in thousands except per share amounts)

	FPI Historical (9 Months)			AFCO Historical (9 Months)			Hawk Creek Transaction				Pro Forma Adjustments				Combined Company Pro Forma
OPERATING REVENUES:
Rental income	$	16,462		$	9,274		$	—			$	(292	)	(i)	$	25,444
Tenant reimbursements		276			643			—				—				919
Other revenue		931			84			—				—				1,015
Total operating revenues		17,669			10,001			—				(292	)			27,378
OPERATING EXPENSES
Depreciation and depletion		1,102			3,178			(33	)	(h)		123		(j)		4,370
Property operating expenses		1,529			1,825			—				—				3,354
Acquisition and due diligence costs		1,818			137			—				—				1,955
General and administrative expenses		4,770			3,608			—				(74	)	(l), (k)		8,304
Legal/professional and accounting		882			5,300			—				—				6,182
Other operating expenses		248			—			—				—				248
Total operating expenses		10,349			14,048			(33	)			49				24,413
OPERATING INCOME		7,320			(4,047	)		33				(341	)			2,965
OTHER (INCOME) EXPENSE:
Other income		(133	)		(2	)		—				—				(135	)
Interest expense		7,869			1,240			(58	)	(h)		—				9,051
Total other expense		7,736			1,238			(58	)			—				8,916
NET (LOSS) INCOME BEFORE LOSS ON SALE OF ASSETS		(416	)		(5,285	)		91		(h)		(341	)			(5,951	)
Gain on sale of assets		—			2,163			(2,240	)	(h)		—				(77	)
NET (LOSS) INCOME BEFORE INCOME TAXES		(416	)		(3,122	)		(2,149	)			(341	)			(6,028	)
Income tax provision		97			142			—				—				239
NET (LOSS) INCOME		(513	)		(3,264	)		(2,149	)			(341	)			(6,267	)
Net loss attributable to non-controlling interests in operating partnership		37			506			348		(h)		110		(m)		1,001
Net loss attributable to redeemable non-controlling interests in operating partnership		64			—			—				—				64
Net (loss) income attributable to the Company		(412	)		(2,758	)		(1,801	)			(231	)			(5,202	)
Nonforfeitable distributions allocated to unvested restricted shares		(72	)		—			—				—				(72	)
Distributions on redeemable non-controlling interests in operating partnership, common units		(113	)		—			—				—				(113	)
Distributions on redeemable non-controlling interests in operating partnership, preferred units		(2,057	)		—			—				—				(2,057	)
Net (loss) income available to common stockholders	$	(2,654	)	$	(2,758	)	$	(1,801	)		$	(231	)		$	(7,444	)
Basic and diluted per common share data:
Basic net (loss) income available to common stockholders	$	(0.21	)	$	(0.16	)	$	(0.11	)		$	(0.02	)		$	(0.27	)
Diluted net (loss) income available to common stockholders	$	(0.21	)	$	(0.16	)	$	(0.11	)		$	(0.02	)		$	(0.27	)
Basic weighted average common shares outstanding		12,663			16,915			16,915				14,896				27,559
Diluted weighted average common shares outstanding		12,663			16,915			16,915				14,896				27,559

6

Farmland Partners Inc.

Unaudited Pro Forma Condensed Statement of Operations

For the year ended December 31, 2015

(in thousands except per share amounts)

	FPI Historical (12 Months)			AFCO Historical (12 Months)			Hawk Creek Transaction				Pro Forma Adjustments				Combined Company Pro Forma
OPERATING REVENUES:
Rental income	$	13,548		$	9,581		$	—			$	(389	)	(o)	$	22,740
Tenant reimbursements		135			485			—				—				620
Other revenue		73			83			—				—				156
Total operating revenues		13,756			10,149			—				(389	)			23,516
OPERATING EXPENSES
Depreciation and depletion		893			2,027			(52	)	(n)		2,374		(p)		5,242
Property operating expenses		1,104			1,594			(1	)	(n)		—				2,697
Acquisition and due diligence costs		260			—			—				—				260
General and administrative expenses		4,192			13,592			—				(99	)	(q), (r)		17,685
Legal and accounting		1,090			1,435			—				—				2,525
Total operating expenses		7,539			18,648			(53	)			2,275				28,409
OPERATING INCOME		6,217			(8,499	)		53				(2,664	)			(4,893	)
OTHER (INCOME) EXPENSE:
Other income		(98	)		(1	)		—				—				(99	)
Interest expense		4,616			594			(116	)	(n)		—				5,094
Total other expense		4,518			593			(116	)			—				4,995
NET INCOME (LOSS) BEFORE LOSS ON SALE OF ASSETS		1,699			(9,092	)		169		(n)		(2,664	)			(9,888	)
Gain / (Loss) on sale of assets		—			(29	)		—				—				(29	)
NET INCOME (LOSS) BEFORE INCOME TAXES		1,699			(9,121	)		169				(2,664	)			(9,917	)
Income tax provision		10			166			—				—				176
NET INCOME (LOSS)		1,689			(9,287	)		169				(2,664	)			(10,093	)
Net (income) loss attributable to non-controlling interests in operating partnership		(360	)		1,413			(26	)	(n)		643		(s)		1,670
Net (income) loss attributable to redeemable non-controlling interests in operating partnership		(102	)		—			—				—				(102	)
Net income (loss) attributable to the Company	$	1,227		$	(7,874	)	$	143			$	(2,021	)		$	(8,525	)
Nonforfeitable distributions allocated to unvested restricted shares		(80	)		—			—				—				(80	)
Distributions on redeemable non-controlling interests in operating partnership, common units		(338	)		—			—				—				(338	)
Net income (loss) available to common stockholders	$	809		$	(7,874	)	$	143			$	(2,021	)		$	(8,943	)
Basic and diluted per common share data:
Basic net income (loss) available to common stockholders	$	0.08		$	(0.65	)	$	0.01			$	(0.14	)		$	(0.36	)
Diluted net income (loss) available to common stockholders	$	0.08		$	(0.65	)	$	0.01			$	(0.14	)		$	(0.36	)
Basic weighted average common shares outstanding		9,619			12,042			12,042				14,896				24,515
Diluted weighted average common shares outstanding		9,629			12,042			12,042				14,896				24,515

7

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1—Basis of presentation:

        The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the pro forma condensed combined statements of operations, expected to have a continuing impact on the results of the Combined Company following the Mergers and the other transactions contemplated by the Merger Agreement. In addition, the unaudited pro forma combined statement of operations for the nine months ended September 30, 2016 and the year ended December 31, 2015 reflects the disposition of the Hawk Creek property by AFCO on July 27, 2016, prior to the signing of the Merger Agreement as if the disposition occurred on January 1, 2015.

        The Mergers will be accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer for accounting purposes, FPI has estimated the fair value of AFCO's assets acquired and liabilities assumed.

        The unaudited pro forma combined financial statements do not necessarily reflect what the Combined Company's financial condition or results of operations would have been had the Mergers occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of FPI. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

        The unaudited condensed combined pro forma financial information does not reflect the realization of any expected cost savings or other synergies from the acquisition of AFCO as a result of restructuring activities and other planned cost saving initiatives following the completion of the business combination.

Note 2—Preliminary purchase price allocation

        The total preliminary estimated purchase price of approximately $165.3 million was determined based on the number of shares of AFCO common stock and AFCO OP Units as of September 30, 2016. For purposes of the pro forma financial statements, such AFCO common stock and AFCO OP Units are assumed to remain outstanding as of the closing date of the Mergers. Further, no effect has been given to any other new shares of AFCO common stock or AFCO OP Units that may be issued or granted subsequent to the date hereof and before the closing date of the Mergers. In all cases in which FPI's closing stock price is a determining factor in arriving at final consideration for the Mergers, the stock price assumed for the total preliminary purchase price is the closing price of FPI common stock on September 9, 2016 ($11.10 per share), the last day of trading prior to announcement of the Merger Agreement.

        The final purchase price will be computed using the closing price of FPI common stock on the closing date; therefore, the purchase price will fluctuate with the market price of FPI common stock until the Mergers are consummated. As a result, the final purchase price could differ significantly from the current preliminary estimate, which could materially impact the pro forma financial statements. For more information regarding the consideration exchanged in the Company Merger, see "The Merger Agreement—Merger Consideration; Effects of the Company Merger and the Partnership Merger."

8

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

Note 2—Preliminary purchase price allocation (Continued)

        The following table presents the changes to the value of stock consideration and the total preliminary purchase price based on a hypothetical 10% increase and decrease in the per share price of FPI common stock:

	Price of FPI common stock		Calculated Value of Consideration (in thousands)
As of September 9, 2016	$	11.10	$	165,347
Increase of 10%	$	12.21	$	181,883
Decrease of 10%	$	9.99	$	148,813

        The total preliminary estimated purchase price described above has been allocated to AFCO's tangible and intangible assets acquired and liabilities assumed for purposes of these pro forma financial statements, based on their estimated relative fair values assuming the Mergers were completed on the pro forma balance sheet date presented. The final allocation will be based upon valuations and other analyses for which there is currently insufficient information to make a definitive allocation. Accordingly, the purchase price allocation adjustments are preliminary and have been made solely for the purpose of providing the unaudited pro forma condensed combined financial statements. The final purchase price allocation will be determined after the Mergers are consummated and after completion of a thorough analysis to determine the fair value of AFCO's tangible assets and liabilities, including fixed assets and identifiable intangible assets and liabilities. As a result, the final acquisition accounting adjustments, including those resulting from conforming AFCO's accounting policies to those of FPI, could differ materially from the pro forma adjustments presented herein. The total preliminary purchase price was allocated based on AFCO's historical unaudited consolidated balance sheet as of September 30, 2016, as follows:

Preliminary purchase price allocation (in thousands)
Real estate assets	$	255,118
In place leases		1,390
Cash		1,810
Accounts receivable, net		2,277
Other		514
Mortgage notes and bonds payable, net		(76,235	)
Prepaid rent		(1,159	)
Accrued expenses		(4,418	)
Accrued expenses—transaction costs		(8,831	)
Employee change of control costs		(5,119	)
	$	165,347

9

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

Note 3—Pro forma adjustments

        The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

Balance Sheet Adjustments

a)

The real estate assets of AFCO have been adjusted to their estimated fair values as of September 30, 2016.



b)

Reflects an adjustment for the acquisition value of AFCO's in place leases of $1.39 million to reflect the estimated costs that would be incurred to obtain tenants were leases not in place.



c)

AFCO's deferred financing costs of $0.46 million have been eliminated.



d)

Mortgage notes and bonds payable are adjusted to recognize the estimated fair value of the debt acquired by FPI. The fair value was estimated based upon contractual future cash flows discounted using borrowing spreads and market interest rates that would have been available for debt with similar terms and maturities.



e)

In place leases will be recognized on a GAAP basis upon closing of the Mergers. Deferred revenue is adjusted by $1.2 million to reflect the reduction in straight-line rent as there will be no value assigned in purchase accounting. Leases assumed will be accounted for on a straight-line basis on the closing date of the Mergers.



f)

Adjustment represents estimated transaction costs of $13.9 million to be paid by FPI and AFCO prior to, or concurrent with, the closing of the Mergers. These costs consist primarily of fees for investment bankers, legal, accounting, tax and certain filings to be paid to third parties based on actual expenses incurred to date and each party's best estimates of its remaining fees as provided to AFCO and FPI.



g)

Adjustment represents an increase of $165.35 million for the issuance of approximately 15 million shares of FPI common stock and OP Units at an assumed value of $11.10 per share, which was FPI's closing stock price per share of common stock on September 9, 2016, offset by the elimination of AFCO's $151.97 million equity balance, as follows (in thousands):

Net equity proceeds from the issuance of 14,896,199 common shares	$	165,347
Less: Historical AFCO shareholders' equity as of September 30, 2016		(151,964	)
Pro forma adjustment to shareholders' equity	$	13,383

Statement of Operations Adjustments—Nine months ended September 30, 2016

(h)

On July 27, 2016, prior to the execution of the Merger Agreement, AFCO sold its interest in the Hawk Creek property. These adjustments remove the recurring costs associated with this property from the pro forma income statement along with the non-recurring gain on sale of the Hawk Creek property of $2.24 million.



i)

Following the effective time of the Company Merger, FPI will account for the rental revenue associated with the acquired AFCO properties using straight-line recognition for GAAP purposes. This adjustment reflects the adjustment necessary for the reset and commencement of this straight-line rent recognition.

10

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

Note 3—Pro forma adjustments (Continued)

j)

Depreciation and amortization is adjusted to remove $3.18 million of historical depreciation and amortization expense and to recognize $3.3 million of depreciation due to the fair value adjustment of the real estate assets along with the amortization of the acquired AFCO leases on a straight-line basis that are valued at fair market value on the closing date of the Mergers. The fair value and useful life calculations are preliminary and subject to change after FPI finalizes review of the specific types, nature, age, condition and location of AFCO's property, plant and equipment. The following table summarizes the changes in the estimated depreciation expense:

	Nine months ended September 30, 2016 (in thousands)
Estimated depreciation expense	$	3,301
Historical depreciation expense		(3,178	)
Pro forma adjustments to depreciation expense	$	123

The estimated depreciation expense was calculated over the following asset classes using the following useful lives:

	Estimated useful life
Permanent plantings	20 years
Irrigation improvements	30 years
Drainage improvements	50 years
Other	20 years
In place leases	10 years

k)

The effect of elimination of AFCO's deferred financing costs in (c) above is similarly adjusted within the Statement of Operations.



l)

FPI expects the Mergers to create general and administrative cost efficiencies but there can be no assurance that such costs will be achieved. As these cost savings are not currently factually supportable, no estimate of any projected cost savings is incorporated.



m)

This adjustment reflects the impact of the Mergers and the other transactions contemplated by the Merger Agreement to the holders of non-controlling interests of FPI, determined based on the non-controlling interests expected to be outstanding upon the closing of the Mergers, which is currently estimated at 22% of the outstanding equity of the Combined Company.

Statement of Operations Adjustments—Year ended December 31, 2015

n)

On July 27, 2016, prior to the execution of the Merger Agreement, AFCO sold its interest in the Hawk Creek property. These adjustments remove the recurring costs associated with this property from the pro forma income statement.



o)

Following the effective time of the Company Merger, revenue associated with the AFCO properties will be recognized on a straight-line basis for GAAP purposes. This adjustment reflects the commencement of the straight-line rent recognition.

11

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

Note 3—Pro forma adjustments (Continued)

p)

Depreciation and amortization is adjusted to remove $2.03 million of historical depreciation and amortization expense and to recognize $4.40 million of depreciation due to the fair value adjustment of the real estate assets along with the amortization of the acquired AFCO leases that are valued at fair market value following the effective time of the Company Merger. The fair value and useful life calculations are preliminary and subject to change after FPI finalizes review of the specific types, nature, age, condition and location of AFCO's property, plant and equipment. The following table summarizes the changes in the estimated depreciation expense:

	Year Ended December 31, 2015 (in thousands)
Estimated depreciation expense	$	4,401
Historical depreciation expense		(2,027	)
Pro forma adjustments to depreciation expense	$	2,374

Estimated depreciation expense was calculated over the following asset classes using the following useful lives:

	Estimated useful life
Permanent plantings	20 years
Irrigation improvements	30 years
Drainage improvements	50 years
Other	20 years
In place leases	10 years

q)

The impact of reduced deferred financing costs in (c) above is similarly adjusted within the Statement of Operations.



r)

FPI expects the Mergers to create general and administrative cost efficiencies but there can be no assurance that such costs will be achieved. As these cost savings are not currently factually supportable, no estimate of any projected cost savings is incorporated.



s)

This adjustment reflects the impact of the Mergers and the other transactions contemplated by the Merger Agreement to the holders of non-controlling interests of FPI, determined based on the non-controlling interests expected to be outstanding upon the closing of the Mergers, which is currently estimated at 22% of the outstanding equity of the Combined Company.

12