land-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 001-35795

GLADSTONE LAND CORPORATION

(Exact name of registrant as specified in its charter)


Maryland		54-1892552
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1521 Westbranch Drive,	Suite 100
McLean,	Virginia	22102
(Address of principal executive offices)		(Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

LAND

The Nasdaq Stock Market, LLC

6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share

LANDO

The Nasdaq Stock Market, LLC

5.00% Series D Cumulative Redeemable Term Preferred Stock, $0.001 par value per share

LANDM

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

Table of Contents

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s Common Stock, $0.001 par value per share, outstanding as of August 9, 2022, was 34,210,013.

Table of Contents

GLADSTONE LAND CORPORATION

FORM 10-Q FOR THE QUARTER ENDED

JUNE 30, 2022

TABLE OF CONTENTS


		PAGE
PART I	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of June 3 0 , 2022, and December 31, 2021	3

	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 3 0 , 2022 and 2021	4

	Condensed Consolidated Statements of Equity for the three and six months ended June 3 0 , 2022 and 2021	5

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021	7

	Notes to Condensed Consolidated Financial Statements	9

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	47

ITEM 4.	Controls and Procedures	47

PART II	OTHER INFORMATION

ITEM 1.	Legal Proceedings	48

ITEM 1A.	Risk Factors	48

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

ITEM 3.	Defaults Upon Senior Securities	48

ITEM 4.	Mine Safety Disclosures	48

ITEM 5.	Other Information	48

ITEM 6.	Exhibits	49

SIGNATURES		50

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)

(Unaudited)


	June 30, 2022		December 31, 2021
ASSETS
Real estate, at cost	$	1,390,646	$	1,357,800
Less: accumulated depreciation	(89,706)		(74,002)
Total real estate, net	1,300,940		1,283,798
Lease intangibles, net	5,031		4,456
Cash and cash equivalents	48,444		16,708

Other assets, net	55,906		46,588
TOTAL ASSETS	$	1,410,321	$	1,351,550

LIABILITIES AND EQUITY
LIABILITIES:
Borrowings under lines of credit	$	100	$	100
Notes and bonds payable, net	661,846		667,882
Series D mandatorily-redeemable preferred stock, $0.001 par value, $25.00 per share liquidation preference; 3,600,000 shares authorized, 2,415,000 shares issued and outstanding as of June 30, 2022, and December 31, 2021, net	58,902		58,696
Accounts payable and accrued expenses	14,575		10,874
Due to related parties, net	2,974		4,224
Other liabilities, net	19,992		20,708
Total liabilities	758,389		762,484
Commitments and contingencies (Note 7)
EQUITY:
Stockholders’ equity:
Series B cumulative redeemable preferred stock, $0.001 par value, $25.00 per share liquidation preference; 6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of June 30, 2022, and December 31, 2021	6		6
Series C cumulative redeemable preferred stock, $0.001 par value, $25.00 per share liquidation preference; 25,985,302 shares authorized, 6,529,895 shares issued and outstanding as of June 30, 2022; 25,989,942 shares authorized, 3,493,333 shares issued and outstanding as of December 31, 2021	7		3
Common stock, $0.001 par value; 63,958,633 shares authorized, 34,520,068 shares issued and outstanding as of June 30, 2022; 63,953,993 shares authorized, 34,210,013 shares issued and outstanding as of December 31, 2021	35		34
Additional paid-in capital	742,070		668,275
Distributions in excess of accumulated earnings	(96,442)		(80,467)
Accumulated other comprehensive income (loss)	6,256		(1,036)
Total stockholders’ equity	651,932		586,815
Non-controlling interests in Operating Partnership	—		2,251
Total equity	651,932		589,066
TOTAL LIABILITIES AND EQUITY	$	1,410,321	$	1,351,550

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except share and per-share data)

(Unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
OPERATING REVENUES:
Lease revenue, net	$	20,293	$	16,893	$	40,236	$	32,927

Total operating revenues	20,293		16,893		40,236		32,927
OPERATING EXPENSES:
Depreciation and amortization	8,392		6,285		16,738		12,336
Property operating expenses	695		906		1,398		1,336
Base management fee	2,043		1,376		4,079		2,746
Incentive fee	—		—		1,131		1,162

Administration fee	463		347		926		703
General and administrative expenses	567		581		1,253		1,119



Total operating expenses	12,160		9,495		25,525		19,402
OTHER INCOME (EXPENSE):
Other income	63		20		2,829		2,255
Interest expense	(6,523)		(6,141)		(12,971)		(12,334)
Dividends declared on Series A and Series D cumulative term preferred stock	(755)		(755)		(1,509)		(1,559)
Loss on dispositions of real estate assets, net	(305)		(1,042)		(1,280)		(1,840)
Property and casualty recovery, net	—		—		49		—

Loss from investments in unconsolidated entities	—		(11)		(29)		(24)
Total other expense, net	(7,520)		(7,929)		(12,911)		(13,502)
NET INCOME (LOSS)	613		(531)		1,800		23
Net loss (income) attributable to non-controlling interests	3		1		(6)		—
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	616		(530)		1,794		23
Dividends declared on Series B and Series C cumulative redeemable preferred stock	(4,486)		(2,939)		(8,398)		(5,702)
Loss on extinguishment of Series C cumulative redeemable preferred stock	(3)		—		(6)		—
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(3,873)	$	(3,469)	$	(6,610)	$	(5,679)

LOSS PER COMMON SHARE:
Basic and diluted	$	(0.11)	$	(0.12)	$	(0.19)	$	(0.20)
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic and diluted	34,520,068		29,360,515		34,403,184		28,124,440

COMPREHENSIVE INCOME (LOSS):
Net income (loss) attributable to the Company	$	616	$	(530)	$	1,794	$	23
Change in fair value related to interest rate hedging instruments	2,562		(1,211)		7,292		156
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	3,178	$	(1,741)	$	9,086	$	179

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except share data)

(Unaudited)


	Three Months Ended June 30, 2022
	Series B Preferred Stock			Series C Preferred Stock			Common Stock			Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Non- Controlling Interests		Total Equity
	Number of Shares	Par Value		Number of Shares	Par Value		Number of Shares	Par Value
Balance at March 31, 2022	5,956,065	$	6	5,045,023	$	5	34,520,068	$	35	$	713,805	$	(87,868)	$	3,694	$	629,677	$	2,248	$	631,925


Issuance of Series C Preferred Stock, net	—	—		1,487,032	2		—	—		33,739		—		—		33,741		—		33,741
Redemptions of Series C Preferred Stock	—	—		(2,160)	—		—	—		(49)		(3)		—		(52)		—		(52)

Redemptions of OP Units	—	—		—	—		—	—		(3,700)		—		—		(3,700)		(3,970)		(7,670)

Net income	—	—		—	—		—	—		—		616		—		616		(3)		613
Dividends—Series B Preferred Stock and Series C Preferred Stock	—	—		—	—		—	—		—		(4,486)		—		(4,486)		—		(4,486)
Distributions—OP Units and common stock	—	—		—	—		—	—		—		(4,701)		—		(4,701)		—		(4,701)
Comprehensive income attributable to the Company	—	—		—	—		—	—		—		—		2,562		2,562		—		2,562
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership	—	—		—	—		—	—		(1,725)		—		—		(1,725)		1,725		—
Balance at June 30, 2022	5,956,065	$	6	6,529,895	$	7	34,520,068	$	35	$	742,070	$	(96,442)	$	6,256	$	651,932	$	—	$	651,932


	Six Months Ended June 30, 2022
	Series B Preferred Stock			Series C Preferred Stock			Common Stock			Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Non- Controlling Interests		Total Equity
	Number of Shares	Par Value		Number of Shares	Par Value		Number of Shares	Par Value
Balance at December 31, 2021	5,956,065	$	6	3,493,333	$	3	34,210,013	$	34	$	668,275	$	(80,467)	$	(1,036)	$	586,815	$	2,251	$	589,066


Issuance of Series C Preferred Stock, net	—	—		3,041,202	4		—	—		69,019		—		—		69,023		—		69,023
Redemptions of Series C Preferred Stock	—	—		(4,640)	—		—	—		(105)		(6)		—		(111)		—		(111)

Redemptions of OP Units	—	—		—	—		—	—		(3,700)		—		—		(3,700)		(3,970)		(7,670)
Issuance of common stock, net	—	—		—	—		310,055	1		10,321		—		—		10,322		—		10,322
Net income	—	—		—	—		—	—		—		1,794		—		1,794		6		1,800
Dividends—Series B Preferred Stock and Series C Preferred Stock	—	—		—	—		—	—		—		(8,398)		—		(8,398)		—		(8,398)
Distributions—OP Units and common stock	—	—		—	—		—	—		—		(9,365)		—		(9,365)		(27)		(9,392)
Comprehensive income attributable to the Company	—	—		—	—		—	—		—		—		7,292		7,292		—		7,292
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership	—	—		—	—		—	—		(1,740)		—		—		(1,740)		1,740		—
Balance at June 30, 2022	5,956,065	$	6	6,529,895	$	7	34,520,068	$	35	$	742,070	$	(96,442)	$	6,256	$	651,932	$	—	$	651,932

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(In thousands, except share data)

(Unaudited)


	Three Months Ended June 30, 2021
	Series B Preferred Stock			Series C Preferred Stock			Common Stock			Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Non- Controlling Interests		Total Equity
	Number of Shares	Par Value		Number of Shares	Par Value		Number of Shares	Par Value
Balance at March 31, 2021	5,956,065	$	6	1,624,113	$	2	27,531,951	$	27	$	476,996	$	(61,066)	$	(133)	$	415,832	$	1,835	$	417,667


Issuance of Series C Preferred Stock, net	—	—		405,342	—		—	—		9,194		—		—		9,194		—		9,194



Issuance of common stock, net	—	—		—	—		2,946,113	3		63,157		—		—		63,160		—		63,160
Net loss	—	—		—	—		—	—		—		(530)		—		(530)		(1)		(531)
Dividends—Series B Preferred Stock and Series C Preferred Stock	—	—		—	—		—	—		—		(2,939)		—		(2,939)		—		(2,939)
Distributions—OP Units and common stock	—	—		—	—		—	—		—		(3,998)		—		(3,998)		(28)		(4,026)
Comprehensive loss attributable to the Company	—	—		—	—		—	—		—		—		(1,211)		(1,211)		—		(1,211)
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership	—	—		—	—		—	—		(224)		—		—		(224)		224		—
Balance at June 30, 2021	5,956,065	$	6	2,029,455	$	2	30,478,064	$	30	$	549,123	$	(68,533)	$	(1,344)	$	479,284	$	2,030	$	481,314


	Six Months Ended June 30, 2021
	Series B Preferred Stock			Series C Preferred Stock			Common Stock			Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Non- Controlling Interests		Total Equity
	Number of Shares	Par Value		Number of Shares	Par Value		Number of Shares	Par Value
Balance at December 31, 2020	5,956,065	$	6	1,088,435	$	1	26,219,019	$	26	$	440,470	$	(55,213)	$	(1,500)	$	383,790	$	—	$	383,790


Issuance of Series C Preferred Stock, net	—	—		941,020	1		—	—		21,364		—		—		21,365		—		21,365

Issuance of OP Units as consideration in real estate acquisitions, net	—	—		—	—		—	—		—		—		—		—		3,970		3,970

Issuance of common stock, net	—	—		—	—		4,259,045	4		85,386		—		—		85,390		—		85,390
Net income	—	—		—	—		—	—		—		23		—		23		—		23
Dividends—Series B Preferred Stock and Series C Preferred Stock	—	—		—	—		—	—		—		(5,702)		—		(5,702)		—		(5,702)
Distributions—OP Units and common stock	—	—		—	—		—	—		—		(7,641)		—		(7,641)		(37)		(7,678)
Comprehensive income attributable to the Company	—	—		—	—		—	—		—		—		156		156		—		156
Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership	—	—		—	—		—	—		1,903		—		—		1,903		(1,903)		—
Balance at June 30, 2021	5,956,065	$	6	2,029,455	$	2	30,478,064	$	30	$	549,123	$	(68,533)	$	(1,344)	$	479,284	$	2,030	$	481,314

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	For the Six Months Ended June 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,800	$	23
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	16,738		12,336
Amortization of debt issuance costs	548		641
Amortization of deferred rent assets and liabilities, net	(93)		(294)
Amortization of right-of-use assets from operating leases and operating lease liabilities, net	46		(11)
Loss from investments in unconsolidated entities	29		24
Bad debt expense	67		6
Loss on dispositions of real estate assets, net	1,280		1,840

Property and casualty recovery, net	(49)		—
Changes in operating assets and liabilities:

Other assets, net	(2,516)		(2,413)
Accounts payable and accrued expenses and Due to related parties, net	1,366		2,630
Other liabilities, net	139		2,183
Net cash provided by operating activities	19,355		16,965
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of new real estate assets	(24,320)		(81,752)
Capital expenditures on existing real estate assets	(10,118)		(2,423)


Deposits on prospective real estate acquisitions and investments	(709)		(775)

Net cash used in investing activities	(35,147)		(84,950)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred and common equity	85,356		109,720
Offering costs	(6,191)		(2,903)
Redemptions of cumulative redeemable preferred stock (Series B and Series C)	(111)		—
Payments for redemptions of OP Units	(7,670)		—
Proceeds from issuance of cumulative term preferred stock	—		60,375
Redemption of cumulative term preferred stock (Series A)	—		(28,750)
Borrowings from notes and bonds payable	9,932		9,903
Repayments of notes and bonds payable	(15,925)		(6,607)


Payments of financing fees	(743)		(2,221)
Dividends paid on cumulative redeemable preferred stock (Series B and Series C)	(7,728)		(6,283)
Distributions paid on non-controlling common interests in Operating Partnership	(27)		(37)
Distributions paid on common stock	(9,365)		(7,641)

Net cash provided by financing activities	47,528		125,556
NET INCREASE IN CASH AND CASH EQUIVALENTS	31,736		57,571
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	16,708		9,218
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	48,444	$	66,789

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)

(Unaudited)


	For the Six Months Ended June 30,
	2022		2021
NON-CASH INVESTING AND FINANCING INFORMATION:
Issuance of non-controlling interests in Operating Partnership in conjunction with acquisitions, net	$	—	$	3,970


Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net	4,182		997


Stock offering and OP Unit issuance costs included in Accounts payable and accrued expenses and Due to related parties, net	10		19
Financing fees included in Accounts payable and accrued expenses and Due to related parties, net	13		118


Unrealized gain related to interest rate hedging instruments	6,256		1,344
Dividends paid on Series C Preferred Stock via additional share issuances	170		46

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

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GLADSTONE LAND CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. BUSINESS AND ORGANIZATION

Business and Organization

Gladstone Land Corporation (“we,” “us,” or the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011, having been originally incorporated in California on June 14, 1997. We are primarily in the business of owning and leasing farmland, and we conduct substantially all of our operations through a subsidiary, Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership. As we currently control the sole general partner of the Operating Partnership and own, directly or indirectly, a majority of the common units of limited partnership interest in the Operating Partnership (“OP Units”), the financial position and results of operations of the Operating Partnership are consolidated within our financial statements. As of June 30, 2022, and December 31, 2021, the Company owned 100.0% and approximately 99.4%, respectively, of the outstanding OP Units (see Note 8, “Equity,” for additional discussion regarding OP Units).

Gladstone Land Advisers, Inc. (“Land Advisers”), a Delaware corporation and a subsidiary of ours, was created to collect any non-qualifying income related to our real estate portfolio and to perform certain small-scale farming business operations. We have elected for Land Advisers to be taxed as a taxable REIT subsidiary (“TRS”) of ours. Since we currently own 100% of the voting securities of Land Advisers, its financial position and results of operations are consolidated within our financial statements. For the six months ended June 30, 2022, and for the tax year ended December 31, 2021, there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

Subject to certain restrictions and limitations, and pursuant to contractual agreements, our business is managed by Gladstone Management Corporation (the “Adviser”), a Delaware corporation, and administrative services are provided to us by Gladstone Administration, LLC (the “Administrator”), a Delaware limited liability company. Our Adviser and Administrator are both affiliates of ours (see Note 6, “Related-Party Transactions,” for additional discussion regarding our Adviser and Administrator).

All further references herein to “we,” “us,” “our,” and the “Company” refer, collectively, to Gladstone Land Corporation and its consolidated subsidiaries, except where indicated otherwise.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

Our interim financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q in accordance with Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. The interim financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 22, 2022 (the “Form 10-K”). The results of operations for the three and six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making certain judgments. Actual results may materially differ from these estimates.

Recently-Issued Accounting Pronouncements

As of June 30, 2022, there were no recently-issued accounting pronouncements that had a material impact on our condensed consolidated financial statements.

NOTE 3. REAL ESTATE AND INTANGIBLE ASSETS

All of our properties are wholly-owned on a fee-simple basis, except where noted. The following table provides certain summary information about the 165 farms we owned as of June 30, 2022 (dollars in thousands, except for footnotes):


Location	No. of Farms	Total Acres	Farm Acres	Net Cost Basis(1)		Encumbrances(2)
California(3)(4)(5)	63	34,401	31,951	$	871,999	$	414,453
Florida	26	22,606	17,639	223,674		126,624
Arizona(6)	6	6,280	5,228	55,280		16,244
Colorado	12	32,773	25,577	46,872		28,907
Washington	3	1,384	1,001	36,583		24,463
Nebraska	9	7,782	7,050	30,648		12,156
Michigan	23	1,892	1,245	24,284		14,368
Oregon(7)	5	726	606	21,585		11,903
Texas	1	3,667	2,219	8,213		4,940
Maryland	6