Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ 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 001-12928
AGREE REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
38-3148187
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
70 E. Long Lake Road, Bloomfield Hills, Michigan
(Address of principal executive offices)
48304
(Zip Code)
(248) 737-4190
(Registrant’s telephone number, including area code)
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, $.0001 par value
ADC
New York Stock Exchange
Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value
ADCPrA
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ⌧
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 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, 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 ☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ⌧
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
The aggregate market value of the Registrant’s shares of common stock held by non-affiliates was $5,759,057,053 as of June 30, 2022, based on the closing price of $72.13 on the New York Stock Exchange on that date.
At February 13, 2023, there were 90,173,424 shares of common stock, $.0001 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the annual stockholder meeting to be held in 2023 are incorporated by reference into Part III of this Annual Report on Form 10-K as noted herein.
Index to Form 10-K
Page
PART I
Item 1:
Business
2
Item 1A:
Risk Factors
9
Item 1B:
Unresolved Staff Comments
23
Item 2:
Properties
Item 3:
Legal Proceedings
26
Item 4:
Mine Safety Disclosures
27
PART II
Item 5:
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6:
[Reserved]
28
Item 7:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A:
Quantitative and Qualitative Disclosures about Market Risk
39
Item 8:
Financial Statements and Supplementary Data
Item 9:
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A:
Controls and Procedures
40
Item 9B:
Other Information
Item 9C:
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
41
PART III
Item 10:
Directors, Executive Officers and Corporate Governance
42
Item 11:
Executive Compensation
Item 12:
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13:
Certain Relationships and Related Transactions, and Director Independence
Item 14:
Principal Accountant Fees and Services
PART IV
Item 15:
Exhibits and Financial Statement Schedules
43
Consolidated Financial Statements and Notes
F-1
Item 16:
Form 10-K Summary
48
SIGNATURES
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the adverse effect of macroeconomic conditions and of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which macroeconomic trends and COVID-19 impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of macroeconomic conditions and the COVID-19 pandemic. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit agreements and unsecured notes, which could limit the Company’s flexibility and adversely affect its financial condition; credit market developments that may reduce availability under the Company’s revolving credit facility; an increase in market interest rates which could raise the Company’s interest costs on existing and future debt; a decrease in interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a REIT for federal income tax purposes, which could adversely affect the Company’s operations and ability to make distributions.
Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant,” the “Company,” “Agree Realty,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including its majority owned operating partnership, Agree Limited Partnership (the “Operating Partnership”). Agree Realty has elected to treat certain subsidiaries as taxable real estate investment trust subsidiaries which are collectively referred to herein as the “TRS.”
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Item 1: Business
General
The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership of which the Company is the sole general partner and in which it held a 99.6% common interest as of December 31, 2022. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.
As of December 31, 2022, the Company’s portfolio consisted of 1,839 properties located in 48 states and totaling approximately 38.1 million square feet of Gross Leasable Area (“GLA”). The portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.8 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.
As of December 31, 2022, the Company had 76 full-time employees, covering acquisitions, development, legal, asset management, accounting, finance, administrative and executive functions.
The Company was incorporated in December 1993 under the laws of the State of Maryland. The Company believes that it has operated, and it intends to continue to operate, in such a manner to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In order to maintain qualification as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income each year and meet asset and income tests. Additionally, its charter limits ownership of the Company, directly or constructively, by any single person to 9.8% of the value or number of shares, whichever is more restrictive, of its outstanding common stock and 9.8% of the value of the aggregate of all of its outstanding stock, subject to certain exceptions. As a REIT, the Company is not subject to federal income tax with respect to that portion of its income that is distributed currently to its stockholders.
The Company’s principal executive offices are located at 70 E. Long Lake Road, Bloomfield Hills, MI 48304 and its telephone number is (248) 737-4190. The Company’s website is www.agreerealty.com. The Company’s reports are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Exchange Act and can be accessed through this site, free of charge, as soon as reasonably practicable after we electronically file or furnish such reports. These filings are also available on the SEC’s website at www.sec.gov. The Company’s website also contains copies of its corporate governance guidelines and code of business conduct and ethics, as well as the charters of its audit, compensation and nominating and governance committees. The information on the Company’s website is not part of this report.
Recent Developments
For a discussion of business developments that occurred in 2022, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” later in this report. Certain summarized highlights are contained below.
Investments and Disposition Activity
During 2022, the Company completed approximately $1.62 billion of investments in net leased retail real estate, including acquisition and closing costs. Total investment volume includes the acquisition of 434 properties for an aggregate purchase price of approximately $1.6 billion and the completed development of seven properties for an aggregate cost of approximately $22.5 million. These 441 properties are net leased to tenants operating in 27 sectors and are located in 43 states. These assets are 100% leased for a weighted average lease term of approximately 10.2 years.
During 2022, the Company sold seven assets for net proceeds of $44.9 million.
Leasing
During 2022, excluding properties that were sold, the Company executed new leases, extensions or options on approximately 850,000 square feet of GLA throughout its portfolio. The annualized base contractual rent associated with these new leases, extensions or options is approximately $8.6 million.
Dividends
The Company increased its monthly dividend per common share from $0.227 to $0.234 in April 2022 and further increased the monthly dividend per common share to $0.240 in October 2022.
The December 2022 dividend per share of $0.240 represents an annualized dividend of $2.88 per share and an annualized dividend yield of approximately 4.1% based on the last reported sales price of our common stock listed on the NYSE of $70.93 on December 30, 2022.
The Company has routinely paid cash dividends to our common shareholders. Common cash dividends were paid quarterly for 107 consecutive quarters between 1994 and 2020 prior to moving to monthly common cash dividends in 2021. We have since paid 25 consecutive monthly dividends. Although we expect to continue our policy of paying regular dividends, we cannot guarantee that we will maintain our current level of common dividends, that we will continue our recent pattern of increasing dividends per share or what our actual dividend yield will be in any future period.
In addition to its common dividends, the Company paid monthly cash dividends on its 4.25% Series A Cumulative Redeemable Preferred Stock.
Financing
Equity
During 2022, the Company completed two follow-on public offerings totaling 11,500,000 shares of common stock under its shelf registration statement, in connection with forward sale agreements. Upon settlement, these offerings are anticipated to raise total net proceeds of $767.4 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements. During 2022, the Company settled 7,350,000 shares of common stock under these forward sale agreements, realizing net proceeds of $492.9 million. In addition, the Company settled 5,750,000 shares of common stock under a forward settlement agreement related to a follow-on public offering from December 2021, realizing net proceeds of $368.7 million.
In September 2022, the Company entered into a new $750 million at-the-market (“ATM”) program (the “2022 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements.
During 2022, the Company settled 5,453,975 shares of common stock under predecessor ATM programs, generating net proceeds of $379.1 million. Additionally, the Company completed forward sale agreements under the 2022 ATM Program for 4,350,232 shares of common stock, for anticipated future net proceeds of $300.9 million. The Company has settled 245,591 shares of these forward sale agreements as of December 31, 2022 for net proceeds of approximately $18.1 million, after deducting fees and expenses. The Company is required to settle these forward agreements by various dates between November and December 2023.
After considering the 4,350,232 shares of common stock subject to forward sale agreements under the 2022 ATM Program, the Company had approximately $446.6 million of availability remaining under the 2022 ATM Program as of December 31, 2022.
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Debt
In April 2022, and in connection with a four-property acquisition, the Company assumed an interest only, mortgage note payable with a principal balance of $42.3 million, stated interest rate of 3.63%, and maturity in December 2029.
In August 2022, the Operating Partnership completed an underwritten public offering of $300 million aggregate principal amount of 4.80% Notes due 2032 (the “2032 Senior Unsecured Public Notes”). The 2032 Senior Unsecured Public Notes are fully and unconditionally guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership. Considering the effect of terminated swap agreements relating to these notes, the blended all-in rates for the $300 million principal amount is 3.96%.
In November 2022, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement which converted the interest rate on its $1.0 billion senior unsecured revolving credit facility (the "Revolving Credit Facility") from a spread over LIBOR to a spread over Secured Overnight Financing Rate (“SOFR”), plus a SOFR adjustment of 10 basis points. No other changes were made to the Revolving Credit Facility as a result of the amendment.
Business Strategies
Our primary business objectives are to capitalize on distinct market positioning in the retail net lease space, focus on 21st century industry-leading retailers through our external growth platforms, leverage our real estate acumen and relationships to identify superior risk-adjusted opportunities, maintain a conservative and flexible capital structure that enables growth, and provide consistent, high-quality earnings growth and a well-covered growing dividend. The following is a discussion of our investment, financing and asset management strategies.
Investment
We are primarily focused on the long-term, fee simple ownership of properties net leased to national or large, regional retailers operating in sectors we believe to be more e-commerce and recession resistant than other retail sectors. Our leases are typically long-term net leases that require the tenant to pay all property operating expenses, including real estate taxes, insurance and maintenance. We believe that a diversified portfolio of such properties provides for stable and predictable cash flow.
We seek to expand and enhance our portfolio by identifying the best risk-adjusted investment opportunities across our three external growth platforms: development, Partner Capital Solutions (“PCS”) and acquisitions.
Development: We have been developing retail properties since the formation of our predecessor company in 1971 and our development platform seeks to employ our capabilities to direct all aspects of the development process, including site selection, land acquisition, lease negotiation, due diligence, design and construction. Our developments are typically build-to-suit projects that result in fee simple ownership of the property upon completion.
Partner Capital Solutions: We launched our PCS program in April 2012. Our PCS program allows us to acquire properties or development opportunities by partnering with private developers or retailers on their in-process developments. We offer construction expertise and access to capital to facilitate the successful completion of their projects. We typically take fee simple ownership of PCS projects upon completion.
Acquisitions: Our acquisitions platform was launched in April 2010 in order to expand our investment capabilities by pursuing opportunities that meet both our real estate and return on investment criteria.
We believe that development and PCS projects have the potential to generate superior risk-adjusted returns on investment in properties that are substantially similar to those we acquire.
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We focus on four core principles that underlie our investment criteria:
Each platform leverages the Company’s real estate acumen to pursue investments in net lease retail real estate. Factors that we consider when evaluating an investment include but are not limited to:
We seek to maintain a capital structure that provides us with the flexibility to manage our business and pursue our growth strategies, while allowing us to service our debt requirements and generate appropriate risk-adjusted returns for our stockholders. We believe these objectives are best achieved by a capital structure that consists primarily of common equity and prudent amounts of preferred equity and debt financing. However, we may raise capital in any form and under terms that we deem acceptable and in the best interest of our stockholders.
We have previously utilized common and preferred stock equity offerings, secured mortgage borrowings, unsecured bank borrowings, private placements and public offerings of senior unsecured notes and the sale of properties to meet our capital requirements. We continually evaluate our financing policies on an on-going basis in light of current economic conditions, access to various capital markets, relative costs of equity and debt securities, the market value of our properties and other factors.
We occasionally sell common stock through forward sale agreements, enabling the Company to set the price of shares upon pricing the offering while delaying the issuance of shares and the receipt of the net proceeds by the Company.
As of December 31, 2022, the Company’s ratio of total debt to enterprise value, assuming the conversion of common limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) into shares of common stock, was approximately 23.0%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 27.9%.
As of December 31, 2022, our total debt outstanding before deferred financing costs and original issue discount was $1.96 billion, including $50.4 million of secured mortgage debt that had a weighted average fixed interest rate of 3.94% and a weighted average maturity of 6.2 years, $1.81 billion of unsecured borrowings that had a weighted average fixed interest rate of 3.31% (including the effects of previously settled, forward interest rate swap agreements) and a weighted average
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maturity of 7.8 years, and $100.0 million of floating rate borrowings under our revolving credit facility at a weighted average interest rate of approximately 5.14%.
Certain financial agreements to which the Company is a party contain covenants that limit its ability to incur debt under certain circumstances; however, our organizational documents do not limit the absolute amount or percentage of indebtedness that we may incur. As such, we may modify our borrowing policies at any time without stockholder approval.
Asset Management
We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. We intend to continue to hold our properties for long-term investment and, accordingly, place a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. Our properties are designed and built to require minimal capital improvements other than renovations or alterations, typically paid for by tenants. Personnel from our corporate headquarters conduct regular inspections of each property, maintain regular contact with major tenants and engage in consistent dialogue to understand store performance and tenant sustainability.
We have a management information system designed to provide our management with the operating data necessary to make informed business decisions on a timely basis. This system provides us rapid access to lease data, tenants’ sales history, cash flow budgets and forecasts. Such a system helps us to maximize cash flow from operations and closely monitor corporate expenses.
Competition
The U.S. commercial real estate investment market is a highly competitive industry. We actively compete with many entities engaged in the acquisition, development and operation of commercial properties. As such, we compete with other investors for a limited supply of properties and financing for these properties. Investors include traded and non-traded public REITs, private equity firms, institutional investment funds, insurance companies and private individuals, many of which have greater financial resources than we do and the ability to accept more risk than we believe we can prudently manage. There can be no assurance that we will be able to compete successfully with such entities in our acquisition, development and leasing activities in the future.
Significant Tenants
No tenant accounted for more than 10.0% of our annualized base rent as of December 31, 2022. See “Item 2 – Properties” for additional information on our top tenants and the composition of our tenant base.
Regulation
Environmental
Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property may under certain statutory schemes be held strictly liable for all costs and liabilities relating to such hazardous substances. We have obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of our properties and, in certain instances, have conducted additional investigation, including Phase II environmental assessments.
We have no knowledge of any hazardous substances existing on our properties in violation of any applicable laws; however, no assurance can be given that such substances are not currently located on any of our properties.
We believe that we are in compliance, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, we have not received notice from any governmental authority of any noncompliance, liability or other claim in connection with any of our properties.
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Americans with Disabilities Act of 1990
Our properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the “ADA”). Investigation of a property may reveal non-compliance with the ADA. Our tenants will typically have primary responsibility for complying with the ADA, but we may incur costs if the tenant does not comply. As of December 31, 2022, we have not received notice from any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations.
Human Capital
Team Members and Values
As of December 31, 2022, the Company had 76 full-time team members covering acquisitions, development, legal, asset management, accounting, finance, administrative, and executive functions as compared to 57 full-time team members as of December 31, 2021. The increased headcount is attributable to the Company’s need to support its current and future portfolio growth.
Our core values are the foundation of our Company culture and include:
We work to attract the best talent externally to meet the current and future demands of our business. We utilize social media, professional recruiters and other organizations to find motivated and talented team members and employ competency-based behavioral interviewing techniques.
Talent Management
Professional development is a cornerstone of our talent management system, and we diligently work to develop talent from within. We emphasize professional development through both technical and soft-skill development and training. To empower team members to reach their potential, the Company provides a range of on-the-job training and mentoring, knowledge sharing, continuing education and “lunch-and-learn” programs. Our talent management practices include the utilization of our core competency frameworks, professional development plans, career pathing and succession planning and carefully designed promotion and internal mobility opportunities.
Our team members goal setting and performance feedback processes include formal quarterly and annual reviews and self and team leader reviews, as well as ongoing one-on-one meetings with team leaders. Professional development plans based on critical competencies are created and monitored to ensure progress is made along established timelines.
Financial and Health Wellness
As part of our compensation philosophy, we offer and maintain market competitive total rewards programs for team members in order to attract and retain superior talent. These programs not only include wages and incentives, but also health, welfare, and retirement benefits.
Our compensation philosophies include:
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The structure of our compensation programs balance incentive earnings for both short-term and long-term performance. Specifically, the programs include a base salary, incentive compensation through annual cash bonuses and equity participation, and a retirement plan with Company match.
The “Agree Wellness Program” affords team members paid time off and holidays, fully equipped on-site fitness amenities, and leaves of absence for specified events. Insurance coverages are provided for all team members and their dependents, including medical, dental, vision, disability, and life insurance. The Company pays 100% of medical, short-term, long-term, and life insurance premiums for team members and their families.
COVID-19
During 2022, we have continued to focus on the safety of our team members in response to the COVID-19 pandemic. To do so we have:
Environmental, Social and Governance (“ESG”)
As part of the Company’s commitment to continuously improving our understanding of and performance across material ESG topics, the Company engaged a third-party consultant in 2022 to help identify opportunities for improvement across our programs, policies, and disclosures to meet the expectations of our stakeholders. This process resulted in a three-year action plan and roadmap for the Company to enhance its ESG program through oversight structures, risk management, policies, data collection, reporting, and stakeholder engagement.
Environmental Sustainability
The Company, through its team members, understands that corporate and environmental responsibility is an ongoing endeavor and embraces responsibility to being a steward of the environment, using natural resources carefully, and meeting the goals of its tenant partners. We remain committed to using our time, talents, resources and relationships to grow in a manner that makes the world and the environment better for future generations.
The Company’s focus on industry leading, national and super-regional retailers provides for long-term relationships with some of the most environmentally conscientious retailers in the world. This is particularly meaningful because the Company’s portfolio is primarily comprised of properties that are leased to tenants under long-term net leases where the tenant is generally responsible for maintaining the property and implementing environmentally responsible practices. We are proud to know that our tenants have pioneered the use of environmentally-preferable solutions in their business practices in many ways. In 2022, the Company enhanced its engagement with its retail partners on shared sustainability initiatives, introduced green lease language into its standard lease forms, and executed leases that contained green clauses with several tenants. Additionally, the Company’s award-winning headquarters utilize green technologies including programmable thermostats, Low-E window glass, LEED HVAC systems and LED occupancy-sensored lighting.
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Social Company Culture and Team Members
The Agree Wellness Program focuses on physical and financial wellness to enhance team members’ well-being. The Company believes that team members who are healthy, fit, financially secure and motivated are team members who achieve personal and professional success. Ongoing professional development is offered to help all team members advance their careers. The Company regularly sponsors local charities and has received numerous local awards recognizing its outstanding corporate culture and wellness initiatives. The Company supports healthy living through enhanced health insurance, an on-site gym, training and education, various complementary meal programs and many other benefits.
We support team members with generous cash compensation plans, equity ownership programs, retirement plans and ongoing access to financial planning resources. Team members are compensated for their performance and rewarded for their outstanding work. Alignment of individual, team, corporate and stockholder objectives provides for continuity, teamwork and increased collaboration. Our team members are paid commensurate with their qualifications, responsibilities, productivity, quality of work and adherence to our core values.
The Agree Culture Committee is composed of team members from departments throughout the organization. The Company’s Culture Committee hosts a variety of events that are focused on team building and camaraderie as well as contributing to the communities in which they live.
Governance Fiduciary Duties and Ethics
We believe that nothing is more important than a company’s reputation for integrity and serving as a responsible fiduciary for its stockholders. We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance.
Our Board has nine directors, seven of whom are independent. Five new independent directors have been added since 2018. Independent directors meet regularly, without the presence of officers or team members. A Lead Independent Director was appointed in 2019.
The Board has adopted an insider trading policy that applies to all directors, officers and team members. The Company does not have a stockholder rights plan (“poison pill”) and maintains stock ownership guidelines for directors and named executive officers requiring specified levels of stock ownership. Time-vested stock grants to officers and team members vest over a five-year period to provide long-term alignment, while performance-based stock grants to named executive officers utilize total shareholder return, with the amount of the grants intended to increase as total returns to stockholders increase, further enhancing alignment. Our board of directors has established a succession plan for the Chief Executive Officer to cover emergencies and other occurrences. Finally, the Company annually submits “say-on-pay” advisory votes to its stockholders.
Available Information
We make available free of charge through our website at www.agreerealty.com all reports we electronically file with, or furnish to, the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC. These filings are also accessible on the SEC’s website at www.sec.gov.
Item 1A: Risk Factors
The following factors and other factors discussed in this Annual Report on Form 10-K could cause the Company’s actual results to differ materially from those contained in forward-looking statements made in this report or presented elsewhere in future SEC reports. You should carefully consider each of the risks, assumptions, uncertainties and other factors described below and elsewhere in this report, as well as any reports, amendments or updates reflected in subsequent filings or furnishings with the SEC. We believe these risks, assumptions, uncertainties and other factors, individually or in the
aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity.
Risks Related to Our Business and Operations
Economic and financial conditions may have a negative effect on our business and operations.
Changes in global or national economic conditions, such as a market downturn or a disruption in the capital markets, may cause, among other things, a significant tightening in the credit markets, lower levels of liquidity, increases in the rate of default and bankruptcy and lower consumer spending and business spending, which could adversely affect our business and operations. Potential consequences of changes in economic and financial conditions include:
We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs and commitments associated with our operations, which could materially impact our results of operations and/or financial condition.
Our business is significantly dependent on single tenant properties.
We focus our development and investment activities on ownership of real properties that are primarily net leased to a single tenant. Therefore, the financial failure of, or other default in payment by, a single tenant under its lease and the potential resulting vacancy is likely to cause a significant reduction in our operating cash flows from that property and a significant reduction in the value of the property and could cause a significant impairment loss. In addition, we would be responsible for all of the operating costs of a property following a vacancy at a single tenant building. Because our properties have generally been built to suit a particular tenant’s specific needs and desires, we may also incur significant losses to make the leased premises ready for another tenant and experience difficulty or a significant delay in releasing such property.
Bankruptcy laws will limit our remedies if a tenant becomes bankrupt and rejects its leases.
If a tenant becomes bankrupt or insolvent, that could diminish the income we receive from that tenant’s leases. We may not be able to evict a tenant solely because of its bankruptcy. On the other hand, a bankruptcy court might authorize the tenant to terminate its leasehold with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured claim subject to statutory limitations, and therefore any amounts received in bankruptcy are likely to be substantially less valuable than the remaining rent we otherwise were owed under the leases. In addition, any payment on a claim we have for unpaid past rent could be substantially less than the amount owed.
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Our portfolio is concentrated in certain states, which makes us more susceptible to adverse events in these areas.
Our properties are located in 48 states throughout the United States and in particular, the state of Texas (where 124 properties out of 1,839 properties are located, or 7.3% of our annualized base rent was derived as of December 31, 2022), Ohio (122 properties, or 5.7% of our annualized base rent) Florida (116 properties, or 5.6% of our annualized base rent), Michigan (101 properties, or 5.6% of our annualized base rent), and Illinois (106 properties, or 5.5% of our annualized rent). An economic downturn or other adverse events or conditions such as natural disasters in any of these areas, or any other area where we may have significant concentration in the future, could result in a material reduction of our cash flows or material losses to our company.
Our tenants are concentrated in certain retail sectors, which makes us susceptible to adverse conditions impacting these sectors.
As of December 31, 2022, 9.1%, 8.9% and 8.9% of our annualized contractual base rent and interest were derived from tenants operating in the home improvement, grocery store, and tire and auto service sectors, respectively. Similarly, we have concentrations in other sectors such as dollar stores, convenience stores, and general merchandise. Any decrease in consumer demand for the products and services offered by our tenants operating in any industries for which we have concentrations could have an adverse effect on our tenants’ revenues, costs and results of operations, thereby adversely affecting their ability to meet their lease obligations to us. As we continue to invest in properties, our portfolio may become more or less concentrated by industry sector.
There are risks associated with our development and acquisition activities.
We intend to continue the development of new properties and to consider possible acquisitions of existing properties. We anticipate that our new developments will be financed under the revolving credit facility or other forms of financing that will result in a risk that permanent fixed rate financing on newly developed projects might not be available or would be available only on disadvantageous terms. In addition, new project development is subject to a number of risks, including risks of construction delays or cost overruns that may increase anticipated project costs. Furthermore, new project commencement risks also include receipt of zoning, occupancy, other required governmental permits and authorizations and the incurrence of development costs in connection with projects that are not pursued to completion. If permanent debt or equity financing is not available on acceptable terms to finance new development or acquisitions undertaken without permanent financing, further development activities or acquisitions might be curtailed, or cash available for distribution might be adversely affected. Acquisitions entail risks that investments will fail to perform in accordance with expectations, as well as general investment risks associated with any new real estate investment.
Loss of revenues from tenants would reduce the Company’s cash flow.
Our tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability to pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse impact on our tenant’s ongoing viability. The default, financial distress, bankruptcy or liquidation of one or more of our tenants could cause substantial vacancies in our property portfolio or impact our tenants’ ability to pay rent. Vacancies reduce our revenues, increase property expenses and could decrease the value of each vacant property. Upon the expiration of a lease, the tenant may choose not to renew the lease, renegotiate the economics of any option period(s) as a condition of exercising one or more of them, and/or we may not be able to release the vacant property at a comparable lease rate or without incurring additional expenditures in connection with such renewal or re-leasing. These risks could be exacerbated by a deterioration in the financial condition of any major tenant with leases in multiple locations.
The availability and timing of cash dividends is uncertain.
We expect to continue to pay regular dividends to our stockholders. However, we bear all expenses incurred by our operations, and our funds generated by operations, after deducting these expenses, may not be sufficient to cover desired
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levels of dividends to our stockholders. We cannot assure our stockholders that sufficient funds will be available to pay dividends.
The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions, or other limitations under our indebtedness, annual dividend requirements or the REIT provisions of the Internal Revenue Code, state law and such other factors as our board of directors deems relevant. Further, we may issue new shares of common stock as compensation to our team members or in connection with public offerings or acquisitions. Any future issuances may substantially increase the cash required to pay dividends at current or higher levels.
Any preferred shares we may offer may have a fixed dividend rate that would not increase with any increases in the dividend rate of our common stock. Conversely, payment of dividends on our common stock is subject to payment in full of the dividends on any preferred shares and payment of interest on any debt securities we may offer.
If we do not maintain or increase the dividend on our common stock, it could have an adverse effect on the market price of our shares.
We face risks relating to information technology and cybersecurity attacks, loss of confidential information and other business disruptions.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes and we rely on commercially available systems, software, tools and monitoring to provide infrastructure and security for processing, transmitting and storing information. Any failure, inadequacy or interruption could materially harm our business. Furthermore, our business is subject to risks from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents could cause operational interruption, damage to our business relationships, private data exposure (including personally identifiable information, or proprietary and confidential information, of ours and our team members, as well as third parties) and affect the efficiency of our business operations. Any such incidents could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information and reduce the benefits of our technologies. Further, while we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events.
Our environmental, social and governance commitments could result in additional costs, and our inability to achieve them could have an adverse impact on our reputation and performance.
From time to time we communicate our strategies, commitments and targets related to sustainability and other environmental, social and governance matters. These strategies, commitments and targets reflect our current plans and aspirations, and we may be unable to achieve them. We may from time to time incur additional expense to meet such targets. Any failure to meet these sustainability targets could adversely impact our business, financial condition and results of operations. In addition, standards and processes for measuring and reporting carbon emissions and other sustainability metrics may change over time, and may result in inconsistent data, or could result in significant revisions to our strategies, commitments and targets, or our ability to achieve them. Any scrutiny of our sustainability disclosures or our failure to achieve related strategies, commitments and targets could negatively impact our reputation or performance.
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General Real Estate Risk
Our performance and value are subject to general economic conditions and risks associated with our real estate assets.
There are risks associated with owning and leasing real estate. Although many of our leases contain terms that obligate the tenants to bear substantially all of the costs of operating our properties, investing in real estate involves a number of risks. Income from and the value of our properties may be adversely affected by:
Economic and financial market conditions have and may continue to exacerbate many of the foregoing risks. If a tenant fails to perform on its lease covenants, that would not excuse us from meeting any mortgage debt obligation secured by the property and could require us to fund reserves in favor of our mortgage lenders, thereby reducing funds available for payment of cash dividends on our shares of common stock.
The fact that real estate investments are relatively illiquid may reduce economic returns to investors.
We may desire to sell a property in the future because of changes in market conditions or poor tenant performance or to avail ourselves of other opportunities. We may also be required to sell a property in the future to meet secured debt obligations or to avoid a secured debt loan default. Real estate properties cannot generally be sold quickly, and we cannot assure you that we could always obtain a favorable price. We may be required to invest in the restoration or modification of a property before we can sell it, or we may need to obtain landlord consent to sell certain assets in which we have a leasehold interest in the land underlying the buildings. This lack of liquidity may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flows and our ability to pay dividends on our common stock.
Our ability to renew leases or re-lease space on favorable terms as leases expire significantly affects our business.
We are subject to the risks that, upon expiration of leases for space located in our properties, the premises may not be re-let or the terms of re-letting (including the cost of concessions to tenants) may be less favorable than current lease terms. If a tenant does not renew its lease or if a tenant defaults on its lease obligations, there is no assurance we could obtain a substitute tenant on acceptable terms. If we cannot obtain another tenant with comparable building structural space and configuration needs, we may be required to modify the property for a different use, which may involve a significant capital expenditure and a delay in re-leasing the property. Further, if we are unable to re-let promptly all or a substantial portion of our retail space or if the rental rates upon such re-letting were significantly lower than expected rates, our net income and ability to make expected distributions to stockholders would be adversely affected. There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases.
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Our leases contain certain limitations on tenants’ real estate tax, insurance and operating cost reimbursement obligations.
Our tenants under net leases generally are responsible for paying the real estate taxes, insurance costs and operating costs associated with the leased property. However, certain leases contain limitations on the tenant’s cost reimbursement obligations and, therefore, there are costs which may be incurred and which will not be reimbursed in full by tenants. This could reduce our operating cash flows from those properties and could reduce the value of those properties.
Potential liability for environmental contamination could result in substantial costs.
Under federal, state and local environmental laws, we may be required to investigate and clean up any release of hazardous or toxic substances or petroleum products at our properties, regardless of our knowledge or actual responsibility, simply because of our current or past ownership or operation of the real estate. If unidentified environmental problems arise, we may have to make substantial payments, which could adversely affect our cash flow and our ability to make distributions to our stockholders. This potential liability results from the following:
These costs could be substantial and in extreme cases could exceed the value of the contaminated property. The presence of hazardous substances or petroleum products or the failure to properly remediate contamination may adversely affect our ability to borrow against, sell or lease an affected property. In addition, some environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.
We own and may in the future acquire properties that will be operated as convenience stores with gas station facilities. The operation of convenience stores with gas station facilities at our properties will create additional environmental concerns. Similarly, we may lease properties to users or producers of other hazardous materials. We require that the tenants who operate these facilities do so in material compliance with current laws and regulations.
A majority of our leases require our tenants to comply with environmental laws and to indemnify us against environmental liability arising from the operation of the properties. However, we could be subject to strict liability under environmental laws because we own the properties. There are certain losses, including losses from environmental liabilities, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. There is also a risk that tenants may not satisfy their environmental compliance and indemnification obligations under the leases. Any of these events could substantially increase our cost of operations, require us to fund environmental indemnities in favor of our secured lenders and reduce our ability to service our secured debt and pay dividends to stockholders and any debt security interest payments. Environmental problems at any properties could also put us in default under loans secured by those properties, as well as loans secured by unaffected properties.
Uninsured losses relating to real property may adversely affect our returns.
Our leases generally require tenants to carry comprehensive liability and extended coverage insurance on our properties. However, there are certain losses, including losses from environmental liabilities, terrorist acts or catastrophic acts of nature, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. If there is an uninsured loss or a loss in excess of insurance limits, we could lose both the revenues generated by the affected property and the capital we have invested in the property. In the event of a substantial unreimbursed loss, we would remain obligated to repay any mortgage indebtedness or other obligations related to the property.
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Risks Related to Our Debt Financings
Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs and may not be able to obtain additional financing on acceptable terms.
At December 31, 2022, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Common Units into shares of common stock) was approximately 23.0%. Incurring substantial debt may adversely affect our business and operating results by:
In addition, the use of leverage presents an additional element of risk in the event that (1) the cash flow from lease payments on our properties is insufficient to meet debt obligations, (2) we are unable to refinance our debt obligations as necessary or on as favorable terms, (3) there is an increase in interest rates, (4) we default on our financial obligations or (5) debt service requirements increase. If a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the property could be foreclosed upon with a consequential loss of income and asset value to us.
We generally intend to maintain a ratio of total indebtedness (including construction or acquisition financing) to total market capitalization of 65% or less. Nevertheless, we may operate with debt levels which are in excess of 65% of total market capitalization for extended periods of time. If our debt capitalization policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our operating cash flow and our ability to make expected distributions to stockholders, and could result in an increased risk of default on our obligations.
Covenants in our credit agreements and note purchase agreements could limit our flexibility and adversely affect our financial condition.
The terms of the financing agreements and other indebtedness require us to comply with a number of customary financial and other covenants. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations. Our financing agreements contain certain cross-default provisions which could be triggered in the event that we default on our other indebtedness. These cross-default provisions may require us to repay or restructure the revolving credit facility in addition to any mortgage or other debt that is in default. If our properties were foreclosed upon, or if we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flows and our financial condition would be adversely affected.
Our unsecured revolving credit facility, certain term loan agreements and certain note purchase agreements contain various restrictive corporate covenants, including a maximum total leverage ratio, a maximum secured leverage ratio and a minimum fixed charge coverage ratio. In addition, our unsecured revolving credit facility, certain term loan agreements and certain note purchase agreements have unencumbered pool covenants, which include a maximum unencumbered leverage ratio and a minimum unencumbered interest coverage ratio. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. Furthermore, failure to meet certain of these financial covenants could cause an event of default under and/or accelerate some or all of such indebtedness which could have a material adverse effect on us.
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An increase in market interest rates could raise our interest costs on existing and future debt or adversely affect our stock price, and a decrease in interest rates may lead to additional competition for the acquisition of real estate or adversely affect our results of operations.
Our interest costs for any new debt and our current debt obligations may rise if interest rates increase. This increased cost could make the financing of any new acquisition more expensive as well as lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in interest rates could decrease the access third parties have to credit, thereby decreasing the amount they are willing to pay to lease our assets and limit our ability to reposition our portfolio promptly in response to changes in economic or other conditions. An increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which could adversely affect the market price of our common stock. Decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations may be adversely affected.
Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on your investment.
We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that a court could rule that such agreements are not legally enforceable, and that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our obligations. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the REIT income tests. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses that may reduce the overall return on your investment.
Future offerings of debt and equity may not be available to us or may adversely affect the market price of our common stock.
We expect to continue to increase our capital resources by making additional offerings of equity and debt securities in the future, which could include classes or series of preferred stock, common stock and senior or subordinated notes. Our ability to raise additional capital may be restricted at a time when we would like or need, including as a result of market conditions. Future market dislocations could cause us to seek sources of potentially less attractive capital and impact our flexibility to react to changing economic and business conditions. All debt securities and other borrowings, as well as all classes or series of preferred stock, will be senior to our common stock in a liquidation of our company. Additional equity offerings could dilute our stockholders’ equity and reduce the market price of shares of our common stock. In addition, depending on the terms and pricing of an additional offering of our common stock and the value of our properties, our stockholders may experience dilution in both the book value and fair value of their shares. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after an offering or the perception that such sales could occur, and this could materially and adversely affect our ability to raise capital through future offerings of equity or equity-related securities. In addition, we may issue preferred stock or other securities convertible into equity securities with a distribution preference or a liquidation preference that may limit our ability to make distributions on our common stock. Our ability to estimate the amount, timing or nature of additional offerings is limited as these factors will depend upon market conditions and other factors.
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Risks Related to Our Corporate Structure
Our charter, bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.
Our charter contains 9.8% ownership limits. Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and contains provisions that limit any person to actual or constructive ownership of no more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of our common stock and no more than 9.8% (in value) of the aggregate of the outstanding shares of all classes and series of our stock. Our board of directors, in its sole discretion, may exempt, subject to the satisfaction of certain conditions, any person from the ownership limits. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limits may delay or impede, and we may use the ownership limits deliberately to delay or impede, a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
We have a staggered board. Our directors are divided into three classes serving three-year staggered terms. The staggering of our board of directors may discourage offers for the Company or make an acquisition more difficult, even when an acquisition may be viewed to be in the best interest of our stockholders.
We could issue stock without stockholder approval. Our board of directors could, without stockholder approval, issue authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors could, without stockholder approval, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares. Our board of directors could establish a series of stock that could, depending on the terms of such series, delay, defer or prevent a transaction or change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders.
Provisions of Maryland law may limit the ability of a third party to acquire control of our company. Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares, including:
The business combination statute permits various exemptions from its provisions, including business combinations that are approved or exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Our board of directors has exempted from the business combination provisions of the Maryland General Corporation Law, or MGCL, any business combination with Mr. Richard Agree or any other person acting in concert or as a group with Mr. Richard Agree.
In addition, our bylaws contain a provision exempting from the control share acquisition statute Richard Agree, Edward Rosenberg, any spouses or the foregoing, any brothers or sisters of the foregoing, any ancestors of the foregoing, any other lineal descendants of any of the foregoing, any estates of any of the foregoing, any trusts established for the benefit of any
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of the foregoing and any other entity controlled by any of the foregoing, our other officers, our team members, any of the associates or affiliates of the foregoing and any other person acting in concert of as a group with any of the foregoing.
Additionally, Title 3, Subtitle 8 of the MGCL, permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement certain takeover defenses. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price.
Our charter, our bylaws, the limited partnership agreement of the Operating Partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders.
An officer and director may have interests that conflict with the interests of stockholders.
An officer and member of our board of directors owns Operating Partnership Units. This individual may have personal interests that conflict with the interests of our stockholders with respect to business decisions affecting us and the Operating Partnership, such as interests in the timing and pricing of property sales or refinancing in order to obtain favorable tax treatment.
Federal Income Tax Risks
Complying with REIT requirements may cause us to forego otherwise attractive opportunities.
To qualify as a REIT for federal income tax purposes we must continually satisfy numerous income, asset and other tests, thus having to forego investments we might otherwise make and hindering our investment performance.
Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.
We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes. Although we believe that we are organized and operate in such a manner so as to qualify as a REIT under the Internal Revenue Code, no assurance can be given that we will remain so qualified. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations. The complexity of these provisions and applicable treasury regulations is also increased in the context of a REIT that holds its assets in partnership form. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. Additionally, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders. A REIT that annually distributes at least 90% of its taxable income to its stockholders generally is not taxed at the corporate level on such distributed income. We have not requested and do not plan to request a ruling from the Internal Revenue Service (the “IRS”) that we qualify as a REIT.
If we fail to qualify as a REIT, we will face tax consequences that will substantially reduce the funds available for payment of cash dividends:
In addition, if we fail to qualify as a REIT, we will no longer be required to pay dividends (other than any mandatory dividends on any preferred shares we may offer). As a result of these factors, our failure to qualify as a REIT could adversely affect the market price for our common stock.
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U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate.
Changes to the federal income tax laws are proposed regularly. Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain such changes could have an adverse impact on our business and financial results. In particular, H.R. 1, which took effect for taxable years that began on or after January 1, 2018 (subject to certain exceptions), as amended by the Coronavirus Aid, Relief, and Economic Security Act made many significant changes to the federal income tax laws that profoundly impacted the taxation of individuals, corporations (both regular C corporations as well as corporations that have elected to be taxed as REITs), and the taxation of taxpayers with overseas assets and operations. A number of changes that affect non-corporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These changes impact us and our stockholders in various ways, some of which are adverse or potentially adverse compared to prior law. While the IRS has issued some guidance with respect to certain of the new provisions, there are numerous interpretive issues that will require further guidance, and technical corrections legislation may be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. There can be no assurance, however, that technical clarifications or further changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress. In addition, while certain elements of tax reform legislation do not impact us directly as a REIT, they could impact the geographic markets in which we operate, the tenants that populate our properties and the customers who frequent our properties in ways, both positive and negative, that are difficult to anticipate. Other legislative proposals could be enacted in the future that could affect REITs and their stockholders. Prospective investors are urged to consult their tax advisors regarding the effect of these tax law changes and any other potential tax law changes on an investment in our common stock.
Changes in tax laws may prevent us from maintaining our qualification as a REIT.
As we have previously described, we intend to maintain our qualification as a REIT for federal income tax purposes. However, this intended qualification is based on the tax laws that are currently in effect. We are unable to predict any future changes in the tax laws that would adversely affect our status as a REIT. If there is a change in the tax law that prevents us from qualifying as a REIT or that requires REITs generally to pay corporate level income taxes, we may not be able to make the same level of distributions to our stockholders.
Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.
In order to qualify as a REIT, at least 75% of the value of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than government securities, securities of TRSs and qualified real estate assets) cannot include more than 10% of the voting securities or 10% of the value of all securities, of any one issuer. In addition, in general, no more than 5% of the total value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of securities of any one issuer, and no more than 20% of the total value of our assets can be represented by one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments.
We may have to borrow funds or sell assets to meet our distribution requirements.
Subject to some adjustments that are unique to REITs, a REIT generally must distribute 90% of its taxable income. For the purpose of determining taxable income, we may be required to accrue interest, rent and other items treated as earned for tax purposes but that we have not yet received. In addition, we may be required not to accrue as expenses for tax purposes some expenses that actually have been paid, including, for example, payments of principal on our debt, or some of our deductions might be disallowed by the IRS. As a result, we could have taxable income in excess of cash available for distribution. If this occurs, we may have to borrow funds or liquidate some of our assets in order to meet the distribution requirement applicable to a REIT.
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Our ownership of and relationship with our TRSs will be limited, and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. A TRS will typically pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Our TRSs will pay federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but will not be required to be distributed to us. There can be no assurance that we will be able to comply with the 20% limitation discussed above or to avoid application of the 100% excise tax discussed above.
Liquidation of our assets may jeopardize our REIT qualification.
To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any gain if we sell assets in transactions that are considered to be “prohibited transactions,” which are explained in the risk factor below.
We may be subject to other tax liabilities even if we qualify as a REIT.
Even if we remain qualified as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to federal income tax on any of our REIT taxable income (including capital gains) that we do not distribute annually to our stockholders. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell.
In addition, any net taxable income earned directly by our TRSs, or through entities that are disregarded for federal income tax purposes as entities separate from our TRSs, will be subject to federal and possibly state corporate income tax. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our stockholders.
Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.
The maximum federal income tax rate applicable to “qualified dividend income” payable by non-REIT corporations to certain non-corporate U.S. stockholders is generally 20% and a 3.8% Medicare tax may also apply. Dividends paid by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividend income. Commencing with taxable years that began on or after January 1, 2018 and continuing through 2025, H.R. 1 temporarily reduced the effective tax rate on ordinary REIT dividends (i.e., dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us) for U.S. holders of our common stock that are individuals, estates or trusts by permitting such holders to claim a deduction in determining their taxable income equal to 20% of any such dividends they receive. Taking into account H.R. 1’s reduction in the maximum individual federal income tax rate from 39.6% to 37%, this results in a maximum effective rate of regular income tax on ordinary REIT dividends of 29.6% through 2025 (as compared to the 20% maximum federal income tax rate applicable to qualified dividend income received from a non-REIT corporation). The more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT
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corporations that pay distributions. This could materially and adversely affect the value of the stock of REITs, including our common stock.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Internal Revenue Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets that is clearly identified in the manner specified in the Internal Revenue Code does not constitute gross income, and is not counted for purposes of income tests that apply to us as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRSs will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRSs.
General Risks
Loss of our key personnel could materially impair our ability to operate successfully.
Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel. The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and our relationships with lenders, business partners, existing and prospective tenants and industry personnel, which could materially and adversely affect us.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results, which could result in a loss of investor confidence and adversely affect the market price of our common stock.
We are required to establish and maintain internal control over financial reporting and disclosure controls and procedures. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Disclosure controls and procedures are processes designed to ensure that information required to be disclosed is communicated to management and reported in a timely manner. We cannot be certain that we will be successful in continuing to maintain adequate control over our financial reporting and disclosure controls and procedures. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur could result in misstatements or restatements of our financial statements or a decline in the price of our securities. In addition, as our business continues to grow, and as we continue to make significant acquisitions, our internal controls will become more complex and may require significantly more resources to ensure that our disclosure controls and procedures remain effective. Moreover, the existence of any material weakness or significant deficiency in our internal controls and procedures may require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. If we cannot provide reliable financial reports, our reputation and operating results could be materially adversely affected, which could also cause investors to lose confidence in our reported financial information, which in turn could result in a reduction in the trading price of our common stock.
The market price and trading volume of shares of our common stock may fluctuate or decline.
The market price and trading volume of our common stock may fluctuate widely due to various factors, including:
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Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock to decline significantly, regardless of our financial condition, results of operations and prospects. It is impossible to provide any assurance that the market price of our common stock will not fall in the future, and it may be difficult for holders to resell shares of our common stock at prices they find attractive, or at all.
The COVID-19 pandemic, its variants, and the future outbreak of other highly infectious or contagious diseases, could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.
The COVID-19 pandemic, including continued spread of new variants, has had, and other pandemics in the future could have, repercussions across regional and global economies and financial markets.
The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:
The extent to which the COVID-19 pandemic, or a future pandemic, impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence.
The rapid development and fluidity of the COVID-19 pandemic, or a future pandemic, precludes any prediction as to the full adverse impacts on our business. Nevertheless, the COVID-19 pandemic, of a future pandemic, presents a material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.
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Item 1B: Unresolved Staff Comments
There are no unresolved staff comments.
Item 2: Properties
As of December 31, 2022, our portfolio consisted of 1,839 properties located in 48 states and totaling approximately 38.1 million square feet of GLA.
As of December 31, 2022, our portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.8 years. A significant majority of our properties are leased to national tenants and approximately 67.8% of our annualized base rent was derived from tenants, or parents thereof, with an investment grade credit rating. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. In addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level.
Tenant Diversification
The following table presents annualized base rents for all tenants that generated 1.5% or greater of our total annualized base rent as of December 31, 2022:
($ in thousands)
Annualized
% of Ann.
Tenant / Concept
Base Rent (1)
Base Rent
Walmart
$
31,924
6.8
%
Dollar General
23,465
5.0
Tractor Supply
20,649
4.4
Best Buy
19,515
4.1
Dollar Tree
14,240
3.0
TJX Companies
14,216
O'Reilly Auto Parts
14,137
CVS
14,117
Kroger
12,856
2.7
Lowe's
12,210
2.6
Hobby Lobby
11,904
2.5
Burlington
11,408
2.4
Sherwin-Williams
10,849
2.3
Sunbelt Rentals
10,072
2.1
Wawa
9,668
Home Depot
8,880
1.9
TBC Corporation
8,437
1.8
Gerber Collision
7,538
1.6
Goodyear
7,522
AutoZone
7,466
Other(2)
199,342
42.5
Total
470,415
100.0
Tenant Sector Diversification
The following table presents annualized base rents for all sectors as of December 31, 2022:
Tenant Sector
Home Improvement
42,754
9.1
Grocery Stores
41,884
8.9
Tire and Auto Service
41,612
Dollar Stores
36,241
7.7
Convenience Stores
35,842
7.6
General Merchandise
30,476
6.5
Off-Price Retail
28,782
6.1
Auto Parts
27,301
5.8
Farm and Rural Supply
22,187
4.7
Consumer Electronics
21,723
4.6
Pharmacy
20,823
Crafts and Novelties
14,208
Discount Stores
11,212
Equipment Rental
10,398
2.2
Warehouse Clubs
10,100
Health Services
9,496
2.0
Health and Fitness
8,082
1.7
Restaurants - Quick Service
7,931
Dealerships
6,506
1.4
Specialty Retail
6,306
1.3
Restaurants - Casual Dining
5,243
1.1
Home Furnishings
4,898
1.0
Sporting Goods
4,835
Financial Services
4,606
Theaters
3,848
0.8
Pet Supplies
3,146
0.7
Entertainment Retail
2,323
0.5
Beauty and Cosmetics
2,259
Shoes
2,005
0.4
Apparel
1,418
0.3
Miscellaneous
1,175
Office Supplies
795
0.2
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Geographic Diversification
The following table presents annualized base rents, by state, for our portfolio as of December 31, 2022:
Texas
34,202
7.3
Ohio
26,661
5.7
Florida
26,317
5.6
Michigan
26,139
Illinois
26,069
5.5
North Carolina
25,095
5.3
New Jersey
22,198
Pennsylvania
22,097
California
20,010
4.3
New York
18,992
4.0
Georgia
16,174
3.4
Virginia
14,415
3.1
Connecticut
12,618
Wisconsin
12,356
167,072
35.5
Lease Expirations
The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2022, assuming that no tenants exercise renewal options:
($ and GLA in thousands)
Annualized Base Rent (1)
Gross Leasable Area
Number of
% of
Year
Leases
Dollars
Square Feet
2023
33
6,083
714
2024
47
13,963
1,623
2025
71
17,582
3.7
1,688
2026
114
24,966
2,657
7.0
2027
131
30,453
2,881
2028
142
36,855
7.8
3,350
8.8
2029
158
43,537
9.3
4,285
11.2
2030
253
52,183
11.1
3,962
10.4
2031
164
38,612
8.2
2,821
7.4
2032
198
39,170
8.3
3,051
8.0
Thereafter
678
167,011
11,001
29.0
1,989
38,033
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Developments
During the fourth quarter, the Company commenced six development and PCS projects, with total anticipated costs of approximately $37.3 million. Construction continued during the quarter on 18 projects with anticipated costs totaling approximately $58.6 million. The Company completed two projects during the quarter, which include a Gerber Collision in Kimberly, Wisconsin and a Sunbelt Rentals in Roxana, Illinois.
During the year ended December 31, 2022, the Company had 31 development or PCS projects completed or under construction. Anticipated total costs for those projects are approximately $118.5 million and include the following completed or commenced projects:
Actual or
Lease
Anticipated Rent
Tenant
Location
Lease Structure
Term
Commencement
Status
7-Eleven
Saginaw, MI
Build-to-Suit
15 years
Q1 2022
Complete
Pooler, GA
Q2 2022
Turnersville, NJ
10 years
Q3 2022
Janesville, WI
New Port Richey, FL
Kimberly, WI
Q4 2022
Roxana, IL
Fort Wayne, IN
Q1 2023
Under Construction
Johnson City, NY
Joplin, MO
Lake Charles, LA
Lake Park, FL
McDonough, GA
Murrieta, CA
Ocala, FL
Toledo, OH
Venice, FL
Winterville, NC
Woodstock, IL
Yorkville, IL
St. Louis, MO
7 years
Huntley, IL
Q2 2023
Lawrence, PA
Springfield, MO
HomeGoods
South Elgin, IL
Old Navy
Searcy, AR
Brenham, TX
Q3 2023
Ulta Beauty
Five Below
Onalaska, WI
Sierra Trading Post
TJ Maxx
11 years
Blue Springs, MO
Muskegon, MI
Wentzille, MO
12 years
Item 3: Legal Proceedings
From time to time, we are involved in legal proceedings in the ordinary course of business. We are not presently involved in any litigation nor, to our knowledge, is any other litigation threatened against us, other than routine litigation arising in
the ordinary course of business, which is expected to be covered by our liability insurance and all of which collectively is not expected to have a material adverse effect on our liquidity, results of operations or business or financial condition.
Item 4: Mine Safety Disclosures
Not applicable.
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Dividend Policy
Our common stock is traded on the NYSE under the symbol “ADC.” At February 13, 2023, there were 90,173,424 shares of our common stock issued and outstanding which were held by approximately 139 stockholders of record. The number of stockholders of record does not reflect persons or entities that held their shares in nominee or “street” name. In addition, at February 13, 2023 there were 347,619 outstanding Operating Partnership Common Units held by a limited partner other than our Company. The Operating Partnership Common Units are exchangeable into shares of common stock on a one-for-one basis.
We intend to continue to declare regular dividends. However, our distributions are determined by our board of directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors as the board of directors deems relevant. We have historically paid cash dividends, although we may choose to pay a portion in stock dividends in the future. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income prior to net capital gains to our stockholders, as well as meet certain other requirements. We must pay these distributions in the taxable year the income is recognized; or in the following taxable year if they are declared during the last three months of the taxable year, payable to stockholders of record on a specified date during such period and paid during January of the following year. Such distributions are treated for REIT tax purposes as paid by us and received by our stockholders on December 31 of the year in which they are declared. In addition, at our election, a distribution for a taxable year may be declared in the following taxable year if it is declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment after such declaration. These distributions qualify as dividends paid for the 90% REIT distribution test for the previous year and are taxable to holders of our capital stock in the year in which paid.
Purchases of Equity Securities by the Issuer
Common stock repurchases during the three months ended December 31, 2022 were:
Total Number of
Maximum Number
Shares Purchased
of Shares that May
as Part of Publicly
Yet Be Purchased
Average Price Paid
Announced Plans
Under the Plans
Period
Per Share
or Programs
October 1, 2022 - October 31, 2022
—
November 1, 2022 - November 30, 2022
82
69.31
December 1, 2022 - December 31, 2022
172
70.20
254
69.91
During the three months ended December 31, 2022, the Company withheld 254 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date.
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities during the three months ended December 31, 2022.
Equity Compensation Plans
For information about our equity compensation plan, please see “Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K.
Item 6: [Reserved]
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements, and related notes thereto, included elsewhere in this Annual Report on Form 10-K and the “Cautionary Note Regarding Forward-Looking Statements” in “Item 1A – Risk Factors” above. Also refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2021 for additional discussion of our financial condition and results of operations, including a comparison of our results of operations for the years ended December 31, 2021 and December 31, 2020.
Overview
The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the NYSE in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which the Company held a 99.6% common interest as of December 31, 2022. Refer to Note 1-Organization in the Notes to the Consolidated Financial Statements in this Form 10-K for further information on the ownership structure. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.
As of December 31, 2022, the Company’s portfolio consisted of 1,839 properties located in 48 states and totaling approximately 38.1 million square feet of GLA. The Company’s portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.8 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.
The Company elected to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 1994. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes and we intend to continue operating in such a manner.
Results of Operations
Overall
The Company’s real estate investment portfolio grew from approximately $4.37 billion in net investment amount representing 1,404 properties with 29.1 million square feet of gross leasable space as of December 31, 2021 to
approximately $5.74 billion in net investment amount representing 1,839 properties with 38.1 million square feet of gross leasable space at December 31, 2022. The Company’s real estate investments were made throughout the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2022 on acquisitions that were made during 2021. Similarly, the full rental income impact of acquisitions made during 2022 will not be seen until 2023.
Acquisitions
During the year ended December 31, 2022, the Company acquired 434 retail net lease assets for approximately $1.6 billion, which includes acquisition and closing costs. These properties are located in 43 states and are leased to tenants operating in 27 diverse retail sectors for a weighted average lease term of approximately 10.2 years. The underwritten weighted-average capitalization rate on the acquisitions was 6.2%.1
Dispositions
During the year ended December 31, 2022, the Company sold seven assets for net proceeds of $44.9 million. The weighted-average capitalization rate on the dispositions was 6.5%.1
Development and Partner Capital Solutions
During the year ended December 31, 2022, the Company commenced 28 development or PCS projects. At December 31, 2022 the Company had 24 development or Partner Capital Solutions projects under construction.
Comparison of Year Ended December 31, 2022 to Year Ended December 31, 2021
Year Ended
Variance
December 31, 2022
December 31, 2021
(in dollars)
(percentage)
Rental Income
429,632
339,067
90,565
Real Estate Tax Expense
32,079
25,513
6,566
Property Operating Expense
18,585
13,996
4,589
Depreciation and Amortization Expense
133,570
95,729
37,841
The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisition and the ownership of an increased number of properties during the year ended December 31, 2022 compared to the year ended December 31, 2021, as further described under Results of Operations - Overall above.
General and administrative expenses increased $4.6 million, or 18%, to $30.1 million for the year ended December 31, 2022, compared to $25.5 million for the year ended December 31, 2021. The increase was primarily the result of increased employee headcount and increased compensation costs. General and administrative expenses as a percentage of total revenue decreased to 7.0% for the year ended December 31, 2022 compared to 7.5% for the year ended December 31, 2021.
Provision for impairment decreased to $1.0 million for the year ended December 31, 2022, compared to $1.9 million for the year ended December 31, 2021. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.
Interest expense increased $13.0 million, or 26%, to $63.4 million for the year ended December 31, 2022, compared to $50.4 million for the year ended December 31, 2021. The increase in interest expense was primarily a result of higher levels of borrowings in 2022 in comparison to 2021, as well as higher interest rates under the Revolving Credit Facility.
1 When used within this discussion, “weighted average capitalization rate” for acquisitions and dispositions is defined by the Company as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sale prices for occupied properties.
29
Borrowings increased in order to finance the acquisition and development of additional properties (see Liquidity and Capital Resources – Debt below).
Gain on sale of assets decreased to $5.3 million for the year ended December 31, 2022, compared to $14.9 million for the year ended December 31, 2021. Gains on sales of assets are dependent on the levels of disposition activity and the assets’ basis relative to their sales prices. As a result, such gains are not necessarily comparable period-to-period.
Income tax expense increased $0.5 million, or 19%, to $2.9 million for the year ended December 31, 2022, compared to $2.4 million for the year ended December 31, 2021. The increase in income tax expense was due to the acquisitions and the ownership of an increased number of properties during the year ended December 31, 2022 compared to 2021, partially offset by additional tax expense of approximately $0.5 million recognized during 2021 relating to the true-up of expense upon filing of the 2020 annual tax returns.
In May 2021, the Company used the net proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements. The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million.
Net income increased $30.1 million, or 25%, to $153.0 million for the year ended December 31, 2022, compared to $122.9 million for the year ended December 31, 2021. The increase was primarily driven by the growth of our portfolio during the year ended December 31, 2022, and the repayment and settlement charge in 2021 discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $24.9 million, or 21% to $145.0 million for the year ended December 31, 2022, compared to $120.1 million for the year ended December 31, 2021. The allocation of income to the preferred stockholders began upon the September 2021 issuance of the Series A Preferred Stock.
Liquidity and Capital Resources
The Company’s principal demands for funds include payment of operating expenses, payment of principal and interest on our outstanding indebtedness, dividends and distributions to its stockholders and holders of the units of the Operating Partnership (the “Operating Partnership Common Units”), and future property acquisitions and development.
The Company expects to meet its short-term liquidity requirements through cash provided from operations and borrowings under its revolving credit facility. As of December 31, 2022, available cash and cash equivalents, including cash held in escrow, was $28.9 million. As of December 31, 2022, the Company had $100.0 million outstanding on its revolving credit facility and $900.0 million was available for future borrowings, subject to its compliance with covenants. The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its revolving credit facility, the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.
We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs, is uncertain and cannot be predicted and could be affected by various risks and uncertainties, including, but not limited to, risks detailed in Part I, Item 1A, “Risk Factors.”
Capitalization
As of December 31, 2022, the Company’s total enterprise value was approximately $8.53 billion. Total enterprise value consisted of $6.42 billion of common equity (based on the December 31, 2022 closing price of Company common stock on the NYSE of $70.93 per share and assuming the conversion of Operating Partnership Common Units), $175 million of preferred equity (stated at liquidation value), and $1.96 billion of total debt including (i) $100.0 million of borrowings under its revolving credit facility; (ii) $1.81 billion of senior unsecured notes; (iii) $50.4 million of mortgage notes payable;
30
less $28.9 million cash, cash equivalents, and cash held in escrow. The Company’s ratio of total debt to total enterprise value was 23.0% at December 31, 2022.
At December 31, 2022, the non-controlling interest in the Operating Partnership consisted of a 0.4% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 90,521,043 shares of common stock outstanding at December 31, 2022.
Shelf Registration
The Company has filed with the SEC an automatic shelf registration statement on Form S-3, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
Common Stock Offerings
In May 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters’ option to purchase 750,000 shares in connection with forward sale agreements. The offering resulted in net proceeds to the Company of approximately $386.7 million, after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.
In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase 750,000 shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of approximately $380.7 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements. During 2022, the Company settled 1,600,000 shares of common stock under the forward sale agreements, realizing net proceeds of $106.2 million.
Preferred Stock Offering
As of December 31, 2022, we had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.
Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. Dividends on the Series A Preferred Shares are in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.
The Company may not redeem the Series A Preferred Shares before September 2026 except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company. Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends. This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.
31
ATM Programs
The Company enters into ATM programs through which the Company, from time to time, sells shares of common stock and enters into forward sale agreements. The results of ATM programs entered into during 2020 and 2021 are shown in the following table. These ATM programs have been terminated and no future issuances will occur under them.
Net Proceeds Received
Program Year
Size ($ million)
Shares Issued
($ million)
2020
$400.0
3,334,056
$209.5
2021
$500.0
5,453,975
$379.1
In September 2022, the Company entered into a new $750 million ATM program (the “2022 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements.
As of December 31, 2022, the Company entered into forward sale agreements to sell an aggregate of 4,350,232 shares of common stock under the 2022 ATM Program, for anticipated net proceeds of $300.9 million. The Company has settled 245,591 shares of these forward sale agreements as of December 31, 2022 for net proceeds of approximately $18.1 million after deducting fees and expenses. The Company is required to settle the remaining outstanding shares of common stock under the 2022 ATM Program by various dates between November and December 2023. After considering the 4,350,232 shares of common stock subject to forward sale agreements issued under the 2022 ATM Program, the Company had approximately $446.6 million of availability remaining under this program as of December 31, 2022.
The below table summarizes the Company’s outstanding debt as of December 31, 2022 and December 31, 2021 (presented in thousands):
All-in
Principal Amount Outstanding
Senior Unsecured Revolving Credit Facility
Interest Rate
Maturity
Revolving Credit Facility (1)
5.18
January 2026
100,000
160,000
Total Credit Facility
Senior Unsecured Notes
2025 Senior Unsecured Notes
4.16
May 2025
50,000
2027 Senior Unsecured Notes
4.26
May 2027
2028 Senior Unsecured Public Notes (2)
2.11
June 2028
350,000
2028 Senior Unsecured Notes
4.42
July 2028
60,000
2029 Senior Unsecured Notes
4.19
September 2029
2030 Senior Unsecured Notes
4.32
September 2030
125,000
2030 Senior Unsecured Public Notes (2)
3.49
October 2030
2031 Senior Unsecured Notes
October 2031
2032 Senior Unsecured Public Notes (2)
3.96
October 2032
300,000
2033 Senior Unsecured Public Notes (2)
2.13
June 2033
Total Senior Unsecured Notes
1,810,000
1,510,000
Mortgage Notes Payable
CMBS Portfolio Loan
3.60
January 2023
23,640
Single Asset Mortgage Loan
5.01
September 2023
4,622
Portfolio Credit Tenant Lease
6.27
July 2026
3,523
4,373
Four Asset Mortgage Loan
3.63
December 2029
42,250
Total Mortgage Notes Payable
50,395
32,635
Total Principal Amount Outstanding
1,960,395
1,702,635
32
The Company’s Third Amended and Restated Revolving Credit Agreement provides for a $1.0 billion Revolving Credit Facility. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.
The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio, plus a SOFR adjustment of 10 basis points. The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 87.5 basis points over SOFR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved.
The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the Revolving Credit Facility is less than $14.0 million.
The 2025 Senior Unsecured Notes, 2027 Senior Unsecured Notes, 2028 Senior Unsecured Notes, 2029 Senior Unsecured Notes, 2030 Senior Unsecured Notes, and 2031 Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
The 2030 Senior Unsecured Public Notes, 2028 Senior Unsecured Public Notes, 2033 Senior Unsecured Public Notes and 2032 Senior Unsecured Public Notes, (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The Public Notes are governed by an Indenture, dated August 17, 2020, among the Operating Partnership, the Company and trustee (as supplemented by an officer’s certificate dated at the issuance of each of the Public Notes). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
In August 2022, the Operating Partnership issued the 2032 Senior Unsecured Public Notes in an underwritten public offering of $300 million aggregate principal amount of notes with a stated interest rate of 4.80% due October 2032. The Company terminated related swap agreements of $300 million notional amount that hedged the 2032 Senior Unsecured Public Notes, receiving $28.4 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the 2032 Senior Unsecured Public Notes is 3.96%.
As of December 31, 2022, the Company had total gross mortgage indebtedness of $50.4 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $86.5 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.94% as of December 31, 2022.
The Company has entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in
the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
Loan Covenants
Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2022, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its material loan covenants and obligations as of December 31, 2022.
Cash Flows
Operating -- Most of the Company’s cash from operations is generated by rental income from its investment portfolio. Net cash provided by operating activities for the year ended December 31, 2022 increased by $115.8 million over 2021, primarily due to the increase in the size of the Company’s real estate investment portfolio, as well as an increase in cash received upon settlement of outstanding interest rate swap agreements.
Investing -- Net cash used in investing activities was $229.4 million higher during the year ended December 31, 2022, compared to 2021. Acquisitions of properties during 2022 were $177.8 million higher than 2021, due to overall increases in the level of acquisition activity. Development costs during the year ended December 31, 2022 were $40.4 million higher than 2021, due to the increased number of development projects ongoing in 2022 as compared to 2021. Proceeds from asset sales decreased by $11.1 million during the year ended December 31, 2022 compared to 2021. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold. Proceeds from asset sales are not necessarily comparable period-to-period.
Financing -- Net cash provided by financing activities was $59.9 million higher during the year ended December 31, 2022, compared to 2021.
Net proceeds from the issuance of the Series A Preferred Stock decreased $170.3 million due to the issuance of the Series A Preferred Stock during September 2021 and no such preferred stock issuance in 2022.
Net proceeds from the issuance of common stock increased by $513.0 million during the year ended December 31, 2022 compared to 2021, primarily to fund the increased level of acquisitions and ongoing developments in 2022.
Net cash used related to the Revolving Credit Facility increased $128.0 million due to net repayments under the Revolving Credit Facility of $60 million during the year ended December 31, 2022 compared to net borrowings of $68.0 million during 2021.
Cash used to repay mortgage notes payable increased $23.7 million during 2022 primarily due to the repayment of a mortgage note payable with a principal balance outstanding of $23.6 million during the year ended December 31, 2022.
Net proceeds from the issuance of senior unsecured notes and unsecured term loans decreased by $103.1 million during the year ended December 31, 2022, compared to the same period in 2021. During August 2022, the Company received proceeds of $297.5 million from the issuance of the $300 million 2032 Senior Unsecured Public Notes, issued primarily to reduce amounts outstanding under the Revolving Credit Facility and fund property acquisitions and development activity. During the year ended December 31, 2021, the company received proceeds of $640.6 million from the issuance of the $350 million 2028 Senior Unsecured Notes and the $300 million 2033 Senior Unsecured Public Notes, issued primarily to fund property acquisitions and pay off $240.0 million in unsecured term loans.
Total dividends and distributions paid to its common and preferred stockholders and non-controlling owners increased by $31.9 million during the year ended December 31, 2022, compared to the same period in 2021, due (i) to the issuance of preferred stock in September 2021; (ii) the increase in the number of common shares outstanding; and (iii) the increase in
34
the annual common dividend rate, partially offset by the change from paying a quarterly dividend to paying a monthly dividend beginning in 2021. The Company distributed $7.4 million to preferred shareholders in 2022 compared to $1.5 million during 2021 as the preferred stock was issued in September 2021. In addition, the number of common shares outstanding increased in 2022 and 2021 due to the issuance of approximately 18.8 million and 11.2 million shares of common stock during 2022 and 2021, respectively. Further, the Company’s declared dividend rate increased 7.7% to $2.805 per common share in 2022, up from $2.604 per common share in 2021. These increases in dividends paid were partially offset due to the change from paying dividends on a quarterly basis to monthly payments in 2021. Dividends paid during the year ended December 31, 2022 included the monthly dividends declared in December 2021 through November 2022 while dividends paid during the year ended December 31, 2021 included the quarterly dividend declared in December 2020 and the monthly dividends declared in January 2021 through November 2021.
Material Cash Requirements
In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land. Detail of these obligations as of December 31, 2022, including expected settlement periods, is contained below (presented in thousands):
5,527
963
1,026
629
1,710,000
Land Lease Obligations
1,532
7,449
1,197
1,195
1,042
28,809
41,224
Estimated Interest Payments on Outstanding Debt
66,897
66,686
65,407
59,547
58,079
175,892
492,508
73,956
75,098
117,630
161,371
109,121
1,956,951
2,494,127
In addition to items reflected in the table above, the Company has preferred stock with cumulative cash dividends, as described under Equity – Preferred Stock Offering above.
During the year ended December 31, 2022 the Company had 31 development or Partner Capital Solutions projects completed or under construction, for which 24 remain under construction as of December 31, 2022. Anticipated total costs for the 31 projects are approximately $118.5 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, and/or other sources of funding available to the Company.
The Company’s recurring obligations under its tenant leases for maintenance, taxes, and/or insurance will also be funded
through the sources available to the Company described earlier.
During the fourth quarter of 2022 the Company declared monthly dividends of $0.24 per common share for October, November, and December 2022. The holder of the Operating Partnership Common Units is entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for October and November were paid during the quarter. The December dividends and distributions were paid on January 13, 2023.
During the fourth quarter of 2022, the Company declared a monthly dividend on the Series A Preferred Shares for October, November, and December 2022 in the amount of $0.08854 per Depositary Share. The dividends payable for October and November were paid during the quarter. The December dividend was paid on January 3, 2023.
35
Recent Accounting Pronouncements
Refer to “Note 2 – Summary of Significant Accounting Policies” in the consolidated financial statements for a summary and anticipated impact of each accounting pronouncement on the Company’s financial statements.
Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions. Management bases estimates on the best information available at the time, its experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in different presentations of the consolidated financial statements. From time-to-time, the Company may re-evaluate its estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of the Company’s critical accounting policies is included below. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 to our consolidated financial statements.
Accounting for Acquisitions of Real Estate
The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, building, assumed debt, if any, and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located. Certain estimates, including those around market land values and market rental rates, are inherently subjective. While estimates of market land values and market rental rates are based on available market data, the application of market data to the unique nature of properties acquired may require significant judgment. The use of different assumptions in the allocation of the purchase price of the acquired properties could affect the timing of recognition of the related revenue and expenses.
Impairments
We review our real estate investments for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds. Events or circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, our ability or expectation to re-lease properties that are vacant or become vacant or a change in the anticipated holding period for a property. Identification of such events may involve certain assumptions, estimates, and significant judgment.
Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, to the carrying cost of the individual asset. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale.
The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions and/or purchase offers received from third parties. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.
The expected cash flows of a property are dependent on estimates and other factors subject to change, including (1) changes in the national, regional, and/or local economic climates and/or market conditions, (2) competition from other retail, (3)
36
increases in operating costs, (4) bankruptcy and/or other changes in a tenant’s condition and (5) expected holding period. These factors could cause our expected future cash flows from a property to change, and, as a result, an impairment could be considered to have occurred. Determination of the fair value of a property for purposes of measuring impairment may involve significant judgment.
Non-GAAP Financial Measures
Funds from Operations (“FFO” or “Nareit FFO”)
FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operation.
FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.
Core Funds from Operations (“Core FFO”)
The Company defines Core FFO as Nareit FFO with the addback of (i) noncash amortization of acquisition purchase price related to above- and below- market lease intangibles and discount on assumed mortgage debt and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acquired the substantial majority of its net-leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties.
Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.
Adjusted Funds from Operations (“AFFO”)
AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs.
37
The following table provides a reconciliation of net income to FFO, Core FFO, and AFFO for the years ended December 31, 2022, 2021, and 2020:
December 31, 2020
Reconciliation from Net Income to Funds from Operations
Net income
153,035
122,876
91,972
Less Series A preferred stock dividends
7,437
2,148
Net income attributable to Operating Partnership common unitholders
145,598
120,728
Depreciation of rental real estate assets
88,685
66,732
48,367
Amortization of lease intangibles - in-place leases and leasing costs
44,107
28,379
17,882
Provision for impairment
1,015
1,919
4,137
(Gain) loss on sale or involuntary conversion of assets, net
(5,258)
(15,111)
(8,004)
Funds from Operations - Operating Partnership common unitholders
274,147
202,647
154,354
Loss on extinguishment of debt and settlement of related hedges
14,614
Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net
33,563
24,284
15,885
Core Funds from Operations - Operating Partnership common unitholders
307,710
241,545
170,239
Straight-line accrued rent
(13,176)
(11,857)
(7,818)
Stock based compensation expense
6,464
5,467
4,995
Amortization of financing costs
3,141
826
Non-real estate depreciation
778
618
509
Adjusted Funds from Operations - Operating Partnership common unitholders
304,917
236,970
168,751
Funds from Operations per common share and partnership unit - diluted
3.45
3.00
2.93
Core Funds from Operations per common share and partnership unit - diluted
3.87
3.58
3.23
Adjusted Funds from Operations per common share and partnership unit - diluted
3.83
3.51
3.20
Weighted average shares and Operating Partnership common units outstanding
Basic
79,006,952
67,149,861
52,185,838
Diluted
79,512,005
67,486,698
52,744,353
Additional supplemental disclosure
Scheduled principal repayments
850
799
907
Capitalized interest
1,261
249
Capitalized building improvements
7,945
5,821
5,581
38
Item 7A: Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements.
The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal payments (presented in thousands) and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes. Average interest rates shown reflect the impact of the swap agreements described later in this section.
Average Interest Rate
5.22
5.14
3.25
The fair value is estimated to be $45.4 million and $1.54 billion for mortgage notes payable and senior unsecured notes, respectively, as of December 31, 2022. The fair value of the Revolving Credit Facility approximates its book value as its variable rate debt.
The table above incorporates those exposures that exist as of December 31, 2022; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.
The Company seeks to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when the Company deems such conversion advantageous. From time to time, the Company may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose the Company to the risks that the other parties to the agreements will not perform. The Company could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under GAAP guidance.
The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any derivative instruments as of December 31, 2022.
Item 8: Financial Statements and Supplementary Data
The financial statements and supplementary data are listed in the Index to the Financial Statements and Financial Statement Schedules appearing on Page F-1 of this Annual Report on Form 10-K and are included in this Annual Report on Form 10-K following page F-1.
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A: Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that its disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a15-(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, our management concluded that we maintained effective internal control over financial reporting as of December 31, 2022.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of Independent Registered Public Accounting Firm
The attestation report issued by our independent registered public accounting firm, Grant Thornton LLP, required under this item is contained on page F-2 of this Annual Report on Form 10-K.
Item 9B: Other Information
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 10: Directors, Executive Officers and Corporate Governance
The information required by this item is set forth under the following captions in our proxy statement to be filed with respect to our 2023 Annual Meeting of Stockholders (the “Proxy Statement”), all of which is incorporated by reference: “Proposal I – Election of Directors”; “Board Matters–The Board of Directors”; “Board Matters –Committees of the Board”; “Board Matters –Corporate Governance”; “Executive Officers”; and “Additional Information – Proposals for 2023 Annual Meeting.”
Item 11: Executive Compensation
The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Board Matters – Director Compensation,” “Board Matters – Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table summarizes the equity compensation plan under which our common stock may be issued as of December 31, 2022.
Number of Securities
Remaining Available for
Number of Securities to
Future Issuance Under
be Issued Upon
Weighted Average
Equity Compensation
Exercise of Outstanding
Exercise Price of
Plans (Excluding
Options, Warrants and
Outstanding Options,
Securities Reflected in
Rights
Warrant and Rights
Column (a))
Plan Category
(a)
(b)
(c)
Equity Compensation Plans Approved by Security Holders
333,048
(1)
Equity Compensation Plans Not Approved by Security Holders
Additional information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Security Ownership of Certain Beneficial Owners and Management.”
Item 13: Certain Relationships and Related Transactions, and Director Independence
The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Related Person Transactions” and “Board Matters –The Board of Directors.”
Item 14: Principal Accountant Fees and Services
The information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Audit Committee Matters.”
ITEM 15: Exhibits and Financial Statement Schedules
15(a)(1).
The following documents are filed as a part of this Annual Report on Form 10-K:
● Reports of Independent Registered Public Accounting Firm
● Consolidated Balance Sheets as of December 31, 2022 and 2021
● Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020
● Consolidated Statement of Equity for the Years Ended December 31, 2022, 2021, and 2020
● Consolidated Statements of Cash Flow for the Years Ended December 31, 2022, 2021, and 2020
● Notes to the Consolidated Financial Statements
15(a)(2).
The following is a list of the financial statement schedules required by Item 8:
Schedule III – Real Estate and Accumulated Depreciation
15(a)(3).
Exhibits
ExhibitNo.
Description
Articles of Incorporation of the Company, including all amendments and articles supplementary thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
3.2
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 9, 2013).
3.3
Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 6, 2015).
Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2016).
3.5
Articles Supplementary of the Company, dated February 26, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2019).
3.6
First Amendment to Amended and Restated Bylaws of Agree Realty Corporation, effective February 26, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2019).
Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2019).
3.8
Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 10, 2021).
3.9
Articles Supplementary of the Company, dated September 13, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2021).
Amended and Restated Registration Rights Agreement, dated July 8, 1994 by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994).
4.2
Form of certificate representing shares of common stock (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 filed on August 24, 2009).
Form of 4.32% Senior Guaranteed Note, Series 2018-A, due September 26, 2030 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
Form of 4.32% Senior Guaranteed Note, Series 2018-B, due September 26, 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
4.5
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022)
Indenture, dated as of August 17, 2020, among the Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
Indenture Officer’s Certificate, dated as of August 17, 2020, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.8
Form of Global Note for 2.900% Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.9
Form of Guarantee by and among Agree Limited Partnership, the Guarantors named therein and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).
4.10
Indenture Officer’s Certificate, dated as of May 14, 2021, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.11
Form of Global Note for 2.000% Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.12
Form of Global Note for 2.600% Notes due 2033 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.13
Form of 2028 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.14
Form of 2033 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).
4.15
Master Deposit Agreement, by and among Agree Realty Corporation, Computershare Inc. and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts described therein relating to shares of preferred stock of the Company, dated as of September 17, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on September 17, 2021).
44
Indenture Officer’s Certificate, dated as of August 22, 2022, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).
4.17
Form of Global Note for 4.800% Notes due 2032 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).
4.18
Form of 2032 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).
10.1
Note Purchase Agreement, dated as of August 3, 2017, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
10.2
Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and Annuity Associate of America (“TIAA”) and each TIAA Affiliate (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
10.3
Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and AIG Asset Management (U.S.), LLC (“AIG”) and each AIG Affiliate (as defined therein) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).
10.4+
Amended Employment Agreement, dated July 1, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.5+
Amended Employment Agreement, dated July 1, 2014, by and between the Company and Joey Agree (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.6*+
Summary of Director Compensation.
10.7+
Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014).
10.8+
Form of Restricted Stock Agreement under the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.9+
Form of Performance Share Award Agreement pursuant to the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
10.10+
Agree Realty Corporation 2017 Executive Incentive Plan, dated February 16, 2017 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).
10.11
Note Purchase Agreement dated as of May 28, 2015 by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2015).
45
10.12
Note Purchase Agreement, dated as of July 28, 2016, by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).
10.13
Form of Revolving Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 23, 2018).
10.14
First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation and Teachers Insurance and Annuity Association of America (“TIAA”) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
10.15
First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation, AIG Asset Management (U.S.), LLC and the institutional investors named therein (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
10.16
Reimbursement Agreement, dated as of November 18, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).
10.17+
Form of Performance Unit Award Notice (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).
10.18
Note Purchase Agreement, dated as of June 14, 2019, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).
10.19+
Summary of Material Terms of Compensation Arrangement with Danielle M. Spehar (effective December 7, 2019). (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
10.21+
Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2020).
10.22+
Form of Restricted Stock Agreement under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 20, 2020).
10.23+
Form of Performance Unit Agreement under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 20, 2020).
10.24+
Employment Agreement, dated October 9, 2020, by and between Agree Realty Corporation and Joel Agree (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 15, 2020).
10.25+
Employment Agreement dated June 18, 2020, between Agree Realty Corporation and Craig Erlich (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 19, 2020).
10.26+
Addendum to Employment Agreement dated August 19, 2020, between Agree Realty Corporation and Craig Erlich (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 19, 2020).
46
10.27
Second Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of September 17, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 17, 2021).
10.28
Third Amended and Restated Credit Agreement, dated as of December 15, 2021, by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association as Administrative Agent, and a syndicate of lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2021).
10.29*
First Amendment to Third Amendment and Restated Credit Agreement, dated as of December 15, 2021 by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association as Administrative Agent, and a syndicate of lenders named therein.
10.30+
Employment Agreement, dated January 5, 2022, between Agree Realty Corporation and Peter Coughenour (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
10.31+
Form of Restricted Stock Notice (Non-Employee Directors) under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
21*
Subsidiaries of Agree Realty Corporation.
22*
Subsidiary Guarantors of Agree Realty Corporation.
23.1*
Consent of Grant Thornton LLP.
24*
Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
31.1*
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer.
31.2*
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Peter Coughenour, Chief Financial Officer.
32.1*
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer.
32.2*
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Peter Coughenour, Chief Financial Officer.
101*
The following materials from Agree Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements, tagged as blocks of text.
104*
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
15(b) The Exhibits listed in Item 15(a)(3) are hereby filed with this Annual Report on Form 10-K.
15(c) The financial statement schedule listed at Item 15(a)(2) is hereby filed with this Annual Report on Form 10-K.
Item 16: Form 10-K Summary
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)
F-2
Financial Statements
Consolidated Balance Sheets
F-5
Consolidated Statements of Operations and Comprehensive Income
F-7
Consolidated Statement of Equity
F-8
Consolidated Statements of Cash Flows
F-9
Notes to Consolidated Financial Statements
F-10
Schedule III - Real Estate and Accumulated Depreciation
F-39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Agree Realty Corporation
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated February 14, 2023 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
February 14, 2023
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 14, 2023 expressed an unqualified opinion.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair value measurements used in the purchase price allocation of real estate acquisitions
As described further in Notes 2 and 4 to the consolidated financial statements, the acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to the assets acquired and liabilities assumed including land, building, assumed debt, if any, and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. During 2022, the Company purchased 434 retail net lease assets for approximately $1.6 billion. We identified the fair value measurements used in the purchase price allocation of real estate acquisitions as a critical audit matter.
The principal consideration for our determination that the fair value measurements used in the purchase price allocation of real estate acquisitions are a critical audit matter is that auditing management’s determination of fair value is
F-3
challenging due to the high degree of auditor judgment necessary in evaluating certain assumptions made by management. Those significant assumptions include market land value and market rent.
Our audit procedures related to the fair value measurements used in the purchase price allocation of real estate acquisitions included the following, among others. We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant controls to allocate the purchase price of real estate acquisitions, including controls over the selection and review of inputs and assumptions used to estimate fair value. For a selection of real estate acquisitions, our real estate valuation professionals evaluated the reasonableness of key inputs and assumptions used to determine fair value by comparing the Company’s market land and market rent values to independently developed ranges using relevant market data derived from industry transaction databases and published industry reports. For a selection of real estate acquisitions and leases, we compared the Company’s market land and market rent values to independently developed ranges for reasonableness and to consider if management bias was present. Our procedures included performing sensitivity analyses over the significant assumptions.
We have served as the Company’s auditor since 2013.
F-4
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per-share data)
December 31,
2022
ASSETS
Real Estate Investments
Land
1,941,599
1,559,434
Buildings
4,054,679
3,034,391
Less accumulated depreciation
(321,142)
(233,862)
5,675,136
4,359,963
Property under development
65,932
7,148
Net Real Estate Investments
5,741,068
4,367,111
Real Estate Held for Sale, net
5,676
Cash and Cash Equivalents
27,763
43,252
Cash Held in Escrows
1,146
1,998
Accounts Receivable - Tenants, net
65,841
53,442
Lease Intangibles, net of accumulated amortization of
$263,011 and $180,532 at December 31, 2022 and December 31, 2021, respectively
799,448
672,020
Other Assets, net
77,923
83,407
Total Assets
6,713,189
5,226,906
See accompanying notes to consolidated financial statements.
LIABILITIES
Mortgage Notes Payable, net
47,971
32,429
Senior Unsecured Notes, net
1,792,047
1,495,200
Unsecured Revolving Credit Facility
Dividends and Distributions Payable
22,345
16,881
Accounts Payable, Accrued Expenses, and Other Liabilities
83,722
70,005
$35,992 and $29,726 at December 31, 2022 and December 31, 2021, respectively
36,714
33,075
Total Liabilities
2,082,799
1,807,590
EQUITY
Preferred stock, $.0001 par value per share, 4,000,000 shares authorized, 7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at December 31, 2022 and December 31, 2021
175,000
Common stock, $.0001 par value, 180,000,000 shares authorized, 90,173,424 and 71,285,311 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively
Additional paid-in-capital
4,658,570
3,395,549
Dividends in excess of net income
(228,132)
(147,366)
Accumulated other comprehensive income (loss)
23,551
(5,503)
Total Equity - Agree Realty Corporation
4,628,998
3,417,687
Non-controlling interest
1,392
1,629
Total Equity
4,630,390
3,419,316
Total Liabilities and Equity
F-6
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Revenues
Rental income
248,309
Other
182
256
259
Total Revenues
429,814
339,323
248,568
Operating Expenses
Real estate taxes
21,428
Property operating expenses
9,023
Land lease expense
1,617
1,552
1,301
General and administrative
30,121
25,456
20,793
Depreciation and amortization
66,758
Total Operating Expenses
216,987
164,165
123,440
Gain (loss) on sale of assets, net
5,341
14,941
8,004
Gain (loss) on involuntary conversion, net
(83)
170
Income from Operations
218,085
190,269
133,132
Other (Expense) Income
Interest expense, net
(63,435)
(50,378)
(40,097)
Income tax (expense) benefit
(2,860)
(2,401)
(1,086)
Loss on early extinguishment of term loans and settlement of related interest rate swaps
(14,614)
Other (expense) income
1,245
Net Income
Less net income attributable to non-controlling interest
598
603
591
Net income attributable to Agree Realty Corporation
152,437
122,273
91,381
Net Income Attributable to Common Stockholders
145,000
120,125
Net Income Per Share Attributable to Common Stockholders
1.84
1.79
1.76
1.83
1.78
1.74
Other Comprehensive Income
Amortization of interest rate swaps
(684)
950
698
Change in fair value and settlement of interest rate swaps
29,881
29,980
(30,694)
Total comprehensive income (loss)
182,232
153,806
61,976
Less comprehensive income (loss) attributable to non-controlling interest
741
770
369
Comprehensive Income (Loss) Attributable to Agree Realty Corporation
181,491
153,036
61,607
Weighted Average Number of Common Shares Outstanding - Basic
78,659,333
66,802,242
51,838,219
Weighted Average Number of Common Shares Outstanding - Diluted
79,164,386
67,139,079
52,396,734
CONSOLIDATED STATEMENT OF EQUITY
Accumulated
Dividends in
Preferred Stock
Common Stock
Additional
excess of net
Comprehensive
Non-Controlling
Shares
Amount
Paid-In Capital
income
Income (Loss)
Interest
Balance, December 31, 2019
45,573,623
1,752,912
(57,094)
(6,492)
2,231
1,691,562
Issuance of common stock, net of issuance costs
14,418,612
896,117
896,118
Repurchase of common shares
(20,927)
(1,641)
Issuance of stock under the 2014 Omnibus Incentive Plan
48,942
Issuance of stock under the 2020 Omnibus Incentive Plan
4,541
Forfeiture of restricted stock
(3,308)
(9)
Stock-based compensation
4,711
Dividends and distributions declared for the period
(125,630)
(838)
(126,468)
Amortization, changes in fair value, and settlement of interest rate swaps
(29,774)
(222)
(29,996)
Balance, December 31, 2020
60,021,483
2,652,090
(91,343)
(36,266)
1,762
2,526,249
Issuance of Series A preferred stock, net of issuance costs
7,000
(4,692)
170,308
11,179,982
744,846
744,847
(28,051)
(1,813)
138,894
320
(26,997)
(560)
5,358
Series A preferred dividends declared for the period
(2,148)
(176,148)
(903)
(177,051)
30,763
167
30,930
Balance, December 31, 2021
71,285,311
18,799,566
1,257,821
1,257,823
(30,366)
(1,912)
129,099
648
(10,186)
(61)
6,525
(7,437)
(225,766)
(978)
(226,744)
29,054
143
29,197
Balance, December 31, 2022
90,173,424
Cash dividends declared per depositary share of Series A preferred stock:
For the three months ended March 31, 2022
0.266
For the three months ended June 30, 2022
For the three months ended September 30, 2022
For the three months ended December 31, 2022
Cash dividends declared per common share:
0.681
0.702
0.720
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash Flows from Operating Activities
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization from above (below) market lease intangibles, net
33,337
Amortization from financing costs, credit facility costs and debt discount
4,065
2,360
1,444
4,798
4,702
Settlement of interest rate swap
28,414
16,748
(22,668)
(Gain) loss on sale of assets
(5,341)
(14,941)
Write-off of unamortized financing costs upon debt extinguishment
1,250
(Increase) decrease in accounts receivable
(4,447)
(4,165)
(Increase) decrease in other assets
4,891
(3,231)
(1,503)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities
15,048
10,827
2,216
Net Cash Provided by Operating Activities
362,121
246,315
142,956
Cash Flows from Investing Activities
Acquisition of real estate investments and other assets
(1,578,511)
(1,400,685)
(1,326,696)
Development of real estate investments and other assets, net of reimbursements
(including capitalized interest of $1,261 in 2022, $249 in 2021, and $109 in 2020)
(81,875)
(41,464)
(19,617)
Payment of leasing costs
(503)
(468)
(1,227)
Net proceeds from sale of assets
44,914
56,002
47,698
Net Cash Used in Investing Activities
(1,615,975)
(1,386,615)
(1,299,842)
Cash Flows from Financing Activities
Proceeds from Series A preferred stock offering, net
Proceeds from common stock offerings, net
Unsecured revolving credit facility borrowings
1,035,000
594,000
743,000
Unsecured revolving credit facility repayments
(1,095,000)
(526,000)
(740,000)
Payments of mortgage notes payable
(24,490)
(799)
(3,683)
Payments of unsecured term loans
(240,000)
Proceeds from senior unsecured notes
297,513
640,623
349,745
Payment of Series A preferred dividends
(7,438)
(1,529)
Payment of common stock dividends
(220,304)
(194,296)
(116,112)
Distributions to non-controlling interest
(971)
(1,042)
(824)
Payments for financing costs
(2,708)
(6,704)
(3,919)
Net Cash Provided by Financing Activities
1,237,513
1,177,595
1,122,684
Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow
(16,341)
37,295
(34,202)
Cash and cash equivalents and cash held in escrow, beginning of period
45,250
7,955
42,157
Cash and cash equivalents and cash held in escrow, end of period
28,909
Supplemental Disclosure of Cash Flow Information
Cash paid for interest (net of amounts capitalized)
58,784
56,150
37,710
Cash paid for income tax
2,395
1,816
1,150
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Lease right of use assets added under new ground leases
6,302
1,064
Mortgage note payable assumed, net of $2,548 mortgage debt discount
39,702
Series A preferred dividends declared and unpaid
620
Common stock dividends and limited partners' distributions declared and unpaid
21,725
16,261
34,545
Change in accrual of development, construction and other real estate investment costs
3,199
(5,537)
10,465
Note 1 – Organization
Agree Realty Corporation (the “Company”), a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange in 1994.
The Company’s assets are held by, and all of our operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.6% common equity interest as of December 31, 2022. There is a one-for-one relationship between the limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) owned by the Company and shares of Company common stock outstanding. The Company also owns a Series A preferred equity interest in the Operating Partnership. This preferred equity interest corresponds on a one-for-one basis to the Company’s Series A Preferred Stock (see Note 6- Common and Preferred Stock), providing income and distributions to the Company equal to the dividends payable on that stock. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.
The terms “Agree Realty,” the “Company,” “Management,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including the Operating Partnership.
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting Principles of Consolidation
The consolidated financial statements of Agree Realty Corporation include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. The Company, as the sole general partner, held 99.6% and 99.5% of the Operating Partnership common equity as of December 31, 2022 and 2021, respectively, as well as the Series A preferred equity interest. All material intercompany accounts and transactions are eliminated, including the Company’s Series A preferred equity interest in the Operating Partnership.
At December 31, 2022 and 2021, the non-controlling interest in the Operating Partnership consisted of a 0.4% and 0.5% ownership interest in the Operating Partnership held by the Company’s founder and chairman, respectively. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of common stock. The Company as sole general partner of the Operating Partnership has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of its shares. Assuming the exchange of all non-controlling Operating Partnership Units, there would have been 90,521,043 shares of common stock outstanding at December 31, 2022.
The Company records the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed.
Assets Held for Sale
Assets are classified as real estate held for sale based on specific criteria as outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant & Equipment. Properties classified as real estate held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Assets are generally classified as real estate
held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year.
Acquisitions of Real Estate
The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, building, assumed debt, if any, and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. Intangible assets and liabilities represent the value of in-place leases and above- or below-market leases. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located.
In allocating the fair value of the identified tangible and intangible assets and liabilities of an acquired property, land is valued based upon comparable market data or independent appraisals. Buildings are valued on an as-if vacant basis based on a cost approach utilizing estimates of cost and the economic age of the building or an income approach utilizing various market data. In-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property. In the case of sale-leaseback transactions, it is typically assumed that the lease is not in-place prior to the close of the transaction.
Depreciation and Amortization
Land, buildings, and improvements are recorded and stated at cost. The Company’s properties are depreciated using the straight-line method over the estimated remaining useful life of the assets, which are generally 40 years for buildings and 10 to 20 years for improvements. Properties classified as held for sale and properties under development or redevelopment are not depreciated. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.
In-place lease intangible assets and the capitalized above- and below-market lease intangibles are amortized over the non-cancelable term of the lease as well any option periods included in the estimated fair value. In-place lease intangible assets are amortized to amortization expense and above- and below-market lease intangibles are amortized as a net adjustment to rental income. In the event of early lease termination, the remaining net book value of any above- or below-market lease intangible is recognized as an adjustment to rental income.
The following schedule summarizes the Company’s amortization of lease intangibles for the years ended December 31, 2022, 2021, and 2020 (presented in thousands):
For the Year Ended December 31,
Lease intangibles (in-place)
43,553
27,827
17,413
Lease intangibles (above-market)
39,603
30,596
21,523
Lease intangibles (below-market)
(6,266)
(6,312)
(5,638)
76,890
52,111
33,298
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The following schedule represents estimated future amortization of lease intangibles as of December 31, 2022 (presented in thousands):
Year Ending December 31,
51,612
48,132
45,716
42,671
38,031
182,239
408,401
38,703
34,651
32,317
30,588
28,224
226,564
391,047
(5,591)
(4,920)
(4,485)
(4,131)
(3,677)
(13,910)
(36,714)
84,724
77,863
73,548
69,128
62,578
394,893
762,734
The Company reviews real estate investments and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, our ability or expectation to re-lease properties that are vacant or become vacant or a change in the anticipated holding period for a property.
Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, to the carrying cost of the individual asset.
Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale.
The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions, and/or purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.
Cash and Cash Equivalents and Cash Held in Escrow
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of deposit, checking, and money market accounts. The account balances periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Cash held in escrows primarily relates to proposed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and funds restricted through a mortgage agreement. The Company had $27.1 million and $44.0 million in cash and cash equivalents and cash held in escrow as of December 31, 2022 and 2021, respectively, in excess of the FDIC insured limit.
Per the requirements of Accounting Standards Update (“ASU”) 2016-18 (Topic 230, Statement of Cash Flows) the following table provides a reconciliation of cash and cash equivalents and cash held in escrow, both as reported within the consolidated Balance Sheets, to the total of the cash, cash equivalents and cash held in escrow as reported within the Consolidated Statements of Cash Flows (presented in thousands):
Cash and cash equivalents
Cash held in escrow
Total of cash and cash equivalents and cash held in escrow
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Revenue Recognition and Accounts Receivable
The Company leases real estate to its tenants under long-term net leases which are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Rental increases based upon changes in the consumer price indexes, or other variable factors, are recognized only after changes in such factors have occurred and are then applied according to the lease agreements. Certain leases also provide for additional rent based on tenants’ sales volumes. These rents are recognized when determinable after the tenant exceeds a sales breakpoint.
Recognizing rent escalations on a straight-line method results in rental revenue in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the Accounts Receivable - Tenants line item in the Consolidated Balance Sheets. The balance of straight-line rent receivables at December 31, 2022 and 2021 was $53.9 million and $40.9 million, respectively. To the extent any of the tenants under these leases become unable to pay their contractual cash rents, the Company may be required to write down the straight-line rent receivable from those tenants, which would reduce rental income.
The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental revenue. The Company’s review of collectability of charges under its operating leases also includes any accrued rental revenues related to the straight-line method of reporting rental revenue.
As of December 31, 2022, the Company had seven leases across five tenants where collection is no longer considered probable. For these tenants, the Company is recording rental income on a cash basis and has written off any outstanding receivables, including straight-line rent receivables. Adjustments to rental revenue related to potentially uncollectible charges under these tenant leases resulted in a reduction to Rental Income and Net Income of $0.4 million for the year-ended December 31, 2022.
In addition to the tenant-specific collectability assessment performed, the Company may also recognize a general allowance, as a reduction to rental revenue, for its operating lease receivables which are not expected to be fully collectible based on the potential for settlement of arrears. There was no general allowance as of December 31, 2022 and $0.8 million was recognized as of December 31, 2021.
The Company’s leases provide for reimbursement from tenants for common area maintenance, insurance, real estate taxes and other operating expenses. A portion of the Company’s operating cost reimbursement revenue is estimated each period and is recognized as rental revenue in the period the recoverable costs are incurred and accrued, and the related revenue is earned. The balance of unbilled operating cost reimbursement receivable at December 31, 2022 and 2021 was $11.1 million and $9.1 million, respectively. Unbilled operating cost reimbursement receivable is reflected in Accounts Receivable - Tenants, net in the Consolidated Balance Sheets.
The Company has adopted the practical expedient in FASB ASC Topic 842, Leases (“ASC 842”) that allows lessors to combine non-lease components with the lease components when the timing and patterns of transfer for the lease and non-lease components are the same and the lease is classified as an operating lease. As a result, all rentals and reimbursements pursuant to tenant leases are reflected as one line, “Rental Income,” in the Consolidated Statement of Operations and Comprehensive Income.
Earnings per Share
Earnings per share of common stock has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted stock, which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing net income per
F-13
share of common stock. In accordance with the two-class method, earnings per share has been computed by dividing the net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock and potentially dilutive securities in accordance with the treasury stock method.
The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted net earnings per share of common stock for each of the periods presented (presented in thousands, except for share data):
Year Ended December 31,
Less: Series A preferred stock dividends
Net income attributable to common stockholders
Less: Income attributable to unvested restricted shares
(376)
(369)
(297)
Net income used in basic and diluted earnings per share
144,624
119,756
91,084
Weighted average number of common shares outstanding
78,885,063
67,004,069
52,013,137
Less: Unvested restricted stock
(225,730)
(201,827)
(174,918)
Weighted average number of common shares outstanding used in basic earnings per share
Effect of dilutive securities:
Share-based compensation
129,474
118,460
95,103
2019 ATM Forward Equity Offerings
14,289
2020 ATM Forward Equity Offerings
153,200
19,777
April 2020 Forward Equity Offerings
429,346
2021 ATM Forward Equity Offerings
50,757
December 2021 Forward Offering
89,963
14,420
2022 ATM Forward Equity Offerings
63,381
May 2022 Forward Offering
173,429
September 2022 Forward Equity Offering
48,806
Weighted average number of common shares outstanding used in diluted earnings per share
For the year ended December 31, 2022, 62 shares of common stock related to restricted shares granted in 2022 were anti-dilutive and were not included in the computation of diluted earnings per share.
For the year ended December 31, 2021, 849 shares of common stock related to the 2021 ATM forward equity offerings, 5,360 shares of common stock related to the 2020 ATM forward equity offerings, and 2,092 restricted shares were anti-dilutive and were not included in the computation of diluted earnings per share.
For the year ended December 31, 2020, 27,753 shares of common stock related to the 2020 ATM forward equity offerings, 17,114 shares of common stock related to the 2019 ATM forward equity offerings, 1,547 performance units were anti-dilutive and were not included in the computation of diluted earnings per share.
Forward Equity Sales
The Company occasionally sells shares of common stock through forward sale agreements to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company.
F-14
To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives. To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase its shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock.
The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from forward sale agreements during the period of time prior to settlement.
Equity Offering Costs
Underwriting commissions and offering costs of equity offerings have been reflected as a reduction of additional paid-in-capital in our Consolidated Balance Sheets.
Income Taxes
The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2022, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.
Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.
The Company and its taxable REIT subsidiaries (“TRS”) have made a timely TRS election pursuant to the provisions of the REIT Modernization Act. A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of the Company which occur within its TRS entity are subject to federal and state income taxes. All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to the Company’s TRS.
The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in its financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded in the consolidated financial statements.
Management’s Responsibility to Evaluate Our Ability to Continue as a Going Concern
When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its evaluation, the Company considers, among other things, any risks and/or uncertainties to its results of
F-15
operations, contractual obligations in the form of near-term debt maturities, dividend requirements, or other factors impacting the Company’s liquidity and capital resources. No conditions or events that raised substantial doubt about the ability to continue as a going concern within one year were identified as of the issuance date of the consolidated financial statements contained in this Annual Report on Form 10-K.
Reclassifications
Certain reclassifications of prior period amounts have been made in the consolidated financial statements and footnotes in order to conform to the current presentation.
Segment Reporting
The Company is primarily in the business of acquiring, developing and managing retail real estate. The Company’s chief operating decision maker, which is its Chief Executive Officer, does not distinguish or group operations on a geographic or other basis when assessing the financial performance of our portfolio of properties. Accordingly, the Company has a single reportable segment for disclosure purposes.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Values of Financial Instruments
The Company’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance, ASC Topic 820 Fair Value Measurement. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
Level 1 –
Valuation is based upon quoted prices in active markets for identical assets or liabilities.
Level 2 –
Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 –
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.
In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify
F-16
the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The Company adopted this guidance on January 1, 2022 and the adoption did not impact its financial statements.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and able to be elected over time as reference rate reform activities occur. The Company applied the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserved the presentation of derivatives consistent with past presentation. The Company terminated all LIBOR-indexed derivatives during the year ended December 31, 2022 and has no derivative outstanding as of December 31, 2022. In addition, the Company entered into an amendment to its Revolving Credit Facility which converted the interest rate from a spread over LIBOR to a spread over Secured Overnight Financing Rate (“SOFR”) subsequent to the termination of the LIBOR-indexed derivatives (see Note 5 – Debt). Going forward, the Company does not expect the guidance will have a material impact on its financial statements.
In March 2022, the FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)” (“ASU 2022-03”). ASU 2022-03 clarifies that contractual sale restrictions on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, are not considered in measuring the fair value of equity securities. In addition, the amendment requires the disclosure of: (1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, (2) the nature and remaining duration of the restrictions, and (3) any circumstances that could cause a lapse in the restrictions. The amendments in ASU 2022-03 are effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The amendment is applied prospectively and early adoption is permitted. The Company continues to evaluate the potential impact of the guidance.
Note 3 – Leases
Tenant Leases
The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants. As of December 31, 2022, the Company’s portfolio was approximately 99.7% leased and had a weighted average remaining lease term (excluding extension options) of approximately 8.8 years. A significant majority of its properties are leased to national tenants and approximately 67.8% of its annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.
Substantially all of the Company’s tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, the Company’s tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level. Certain of the Company’s properties are subject to leases under which it retains responsibility for specific costs and expenses of the property.
The Company’s leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term.
F-17
The Company attempts to maximize the amount it expects to derive from the underlying real estate property following the end of the lease, to the extent it is not extended. The Company maintains a proactive leasing program that, combined with the quality and locations of its properties, has made its properties attractive to tenants. The Company intends to continue to hold its properties for long-term investment and, accordingly, places a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics. As the classification of a lease is dependent on the fair value of its cash flows at lease commencement, the residual value of a property represents a significant assumption in its accounting for tenant leases.
The Company has elected the practical expedient in ASC 842 on not separating non-lease components from associated lease components. The lease and non-lease components combined as a result of this election largely include tenant rentals and maintenance charges, respectively. The Company applies the accounting requirements of ASC 842 to the combined component.
The following table includes information regarding contractual lease payments for the Company’s operating leases for which it is the lessor, for the years ended December 31, 2022, 2021 and 2020 (presented in thousands).
Total lease payments
450,369
352,797
257,390
Less: Operating cost reimbursements and percentage rents
47,962
36,929
28,248
Total non-variable lease payments
402,407
315,868
229,142
At December 31, 2022, future non-variable lease payments to be received from the Company’s operating leases for the next five years and thereafter are as follows (presented in thousands):
Future non-variable lease payments
468,723
463,245
452,755
433,725
409,563
2,113,349
4,341,360
Deferred Revenue
As of December 31, 2022 and 2021, there was $18.1 million and $13.5 million, respectively, in deferred revenues resulting from rents paid in advance. Deferred revenues are recognized within Accounts Payable, Accrued Expenses, and Other Liabilities on the Consolidated Balance Sheets as of these dates.
The Company is the lessee under land lease agreements for certain of its properties. ASC 842 requires a lessee to recognize right of use assets and lease obligation liabilities that arise from leases, whether qualifying as operating or finance. As of December 31, 2022 and 2021, the Company had $60.9 million and $59.7 million respectively, of right of use assets, net, recognized within Other Assets in the Consolidated Balance Sheets, while the corresponding lease obligations, net, of $23.6 million and $24.1 million, respectively, were recognized within Accounts Payable, Accrued Expenses, and Other Liabilities on the Consolidated Balance Sheets as of these dates.
The Company’s land leases do not include any variable lease payments. These leases typically provide multi-year renewal options to extend their term as lessee at the Company’s option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised. Certain of the Company’s land leases qualify
F-18
as finance leases as a result of purchase options that are reasonably certain of being exercised or automatic transfer of title to the Company at the end of the lease term.
Amortization of right of use assets for operating land leases is classified as land lease expense and was $1.6 million, $1.6 million, and $1.3 million for the years ending December 31, 2022, 2021, and 2020, respectively. There was no amortization of right of use assets for finance land leases, as the underlying leased asset (land) has an infinite life. Interest expense on finance land leases was $0.3 million and $0.2 million during the years ended December 31, 2022 and 2021, respectively, while there was no such expense incurred during the years ended December 31, 2020.
In calculating its lease obligations under ground leases, the Company uses discount rates estimated to be equal to what it would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.
The following tables include information on the Company’s land leases for which it is the lessee, for the years ending December 31, 2022, 2021, and 2020 (presented in thousands).
Operating leases:
Operating cash outflows
1,112
1,069
Weighted-average remaining lease term - operating leases (years)
33.5
33.8
38.3
Finance leases:
255
215
Financing cash outflows
81
93
Weighted-average remaining lease term - finance leases (years)
2.8
Supplemental Disclosure:
Right-of-use assets obtained in exchange for new lease liabilities, including value assigned to above market lease terms
Right-of-use assets net change
Maturity Analysis of Lease Liabilities for Operating Leases (presented in thousands)
Lease payments
34,637
Imputed interest
(711)
(690)
(669)
(647)
(627)
(13,864)
(17,208)
Total lease liabilities
486
507
528
548
415
14,945
17,429
The weighted-average discount rate used in computing operating and finance lease obligations approximated 4% at December 31, 2022 and 2021.
Maturity Analysis of Lease Liabilities for Finance Leases (presented in thousands)
336
6,251
6,587
F-19
(252)
(207)
(459)
84
6,044
6,128
Note 4 – Real Estate Investments
Real Estate Portfolio
As of December 31, 2022, the Company owned 1,839 properties, with a total gross leasable area (“GLA”) of approximately 38.1 million square feet. Net Real Estate Investments totaled $5.74 billion as of December 31, 2022. As of December 31, 2021, the Company owned 1,404 properties, with a total GLA of approximately 29.1 million square feet. Net Real Estate Investments totaled $4.37 billion as of December 31, 2021.
During 2022, the Company purchased 434 retail net lease assets for approximately $1.6 billion, which includes acquisition, closing costs and the assumption of a $42.3 million mortgage note. These properties are located in 43 states and had a weighted average lease term of approximately 10.2 years. The aggregate 2022 acquisitions were allocated approximately $387.7 million to land, $1.0 billion to buildings and improvements, $204.9 million to lease intangibles, net and $2.5 million to assumed mortgage debt discount.
During 2021, the Company purchased 290 retail net lease assets for approximately $1.39 billion, which includes acquisition and closing costs. These properties are located in 43 states and had a weighted average lease term of approximately 11.5 years. The aggregate 2021 acquisitions were allocated approximately $476.8 million to land, $654.3 million to buildings and improvements, and $250.7 million to lease intangibles.
The 2022 and 2021 acquisitions were primarily funded as cash purchases and the assumption of a mortgage note payable with a principal balance of $42.3 million. There was no material contingent consideration associated with these acquisitions.
None of the Company’s acquisitions during 2022 or 2021 caused any new or existing tenant to comprise 10% or more of the Company’s total assets or generate 10% or more of its total annualized contractual base rent at December 31, 2022 or 2021.
During 2022, the Company completed seven development or Partner Capital Solutions projects. During 2021, four such projects were completed. At December 31, 2022, the Company had 24 development or Partner Capital Solutions projects under construction.
During 2022, the Company sold real estate properties for net proceeds of $44.9 million and recorded a net gain of $5.3 million.
During 2021, the Company sold real estate properties for net proceeds of $56.0 million and recorded a net gain of $14.9 million.
During 2020, the Company sold real estate properties for net proceeds of $47.7 million and recorded a net gain of $8.0 million.
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The Company did not classify any operating properties as real estate held for sale at December 31, 2022 and classified one operating property as real estate held for sale as of December 31, 2021, the assets for which are separately presented in the Consolidated Balance Sheets.
Real estate held for sale consisted of the following as of December 31, 2022 and 2021 (presented in thousands):
4,485
Building
Lease intangibles - asset
1,213
5,698
Accumulated depreciation and amortization, net
(22)
Total Real Estate Held for Sale, net
Provisions for Impairment
As a result of the Company’s review of real estate investments it recognized real estate impairment charges of $1.0 million, $1.9 million and $4.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. The estimated fair value of the impaired real estate assets at their time of impairment during 2022, 2021, and 2020 was $1.8 million, $1.0 million and $11.9 million, respectively.
Note 5 – Debt
As of December 31, 2022, the Company had total gross indebtedness of $1.96 billion, including (i) $50.4 million of mortgage notes payable; (ii) $1.81 billion of senior unsecured notes; and (iv) $100.0 million of borrowings under the Revolving Credit Facility (defined below).
As of December 31, 2022, the Company had total gross mortgage indebtedness of $50.4 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $86.5 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.94% as of December 31, 2022 and 4.16% as of December 31, 2021.
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Mortgages notes payable consisted of the following (presented in thousands):
Note payable in monthly installments of interest only at 3.60% per annum, with a balloon payment paid in December 2022
Note payable in monthly installments of interest only at 5.01% per annum, with a balloon payment due September 2023
Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026
Note payable in monthly installments of interest only at 3.63% per annum, with a balloon payment due December 2029
Total principal
Unamortized debt issuance costs and assumed debt discount
(2,424)
(206)
In connection with a four-property acquisition during the twelve months ended December 31, 2022, the Company assumed an interest only, mortgage note payable with a principal balance of $42.3 million and stated interest rate of 3.63% maturing December 2029. In connection with the purchase price allocation completed, the mortgage debt was fair valued as of the date of acquisition resulting in a $2.5 million debt discount that will be amortized over the term of the mortgage note payable into Interest Expense in the Consolidated Statements of Operations and Comprehensive Income.
The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At December 31, 2022, there were no mortgage loans with partial recourse to the Company.
The Company has entered into mortgage loans that are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.
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The following table presents the senior unsecured notes principal balances net of unamortized debt issuance costs and original issue discounts for the Company’s private placement and public offerings as of December 31, 2022, and 2021 (presented in thousands):
2028 Senior Unsecured Public Notes
2030 Senior Unsecured Public Notes
2032 Senior Unsecured Public Notes
2033 Senior Unsecured Public Notes
Total Principal
Unamortized debt issuance costs and original issue discount, net
(17,953)
(14,800)
Senior Unsecured Notes – Private Placements
The Operating Partnership issued $125 million 2031 Senior Unsecured Notes in October 2019 with a stated interest rate of 4.47%. In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.
Senior Unsecured Notes – Public Offerings
The 2030 Senior Unsecured Public Notes, 2028 Senior Unsecured Public Notes, 2033 Senior Unsecured Public Notes and 2032 Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and trustee (as supplemented by an officer’s certificate dated at the issuance of each of the Public Notes) (the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
In August 2020, the Operating Partnership completed an underwritten public offering of $350 million aggregate principal amount of 2.900% Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The terms of the 2030 Senior Unsecured Public Notes are governed by the Indenture (as supplemented by an officer’s certificate dated August 17, 2020). The Indenture contains various restrictive covenants,
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including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
In August 2020, the Operating Partnership issued $350 million aggregate principal amount of notes at a stated rate of 2.90% due October 2030 (the “2030 Senior Unsecured Public Notes”). The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes, paying $23.4 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350 million aggregate principal amount of 2030 Senior Unsecured Public Notes is 3.49%.
In May 2021, the Operating Partnership issued $350 million aggregate principal amount of notes at a stated interest rate of 2.00% due June 2028 (“2028 Senior Unsecured Public Notes”) and $300 million in aggregate principal amount notes at a stated interest rate of 2.60% due June 2033 (the “2033 Senior Unsecured Public Notes”). The Company terminated related swap agreements of $300 million that hedged the 2033 Senior Unsecured Public Notes, receiving $16.7 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rates to the Company for the $350 million aggregate principal amount of the 2028 Senior Unsecured Public Notes and the $300 million aggregate principal amount of the 2033 Senior Unsecured Public Notes are 2.11% and 2.13%, respectively.
In August 2022, the Operating Partnership issued the 2032 Senior Unsecured Public Notes in an underwritten public offering of $300 million aggregate principal amount of notes with a stated interest rate of 4.80% due October 2032. The Company terminated related swap agreements of $300 million notional amount that hedged the 2032 Senior Unsecured Public Notes, receiving $28.4 million upon termination. Considering the effect of terminated swap agreements, the blended all-in rate to the Company for the 2032 Senior Unsecured Public Notes is 3.96%.
In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which provided for a $1.0 billion senior unsecured revolving credit facility (the "Revolving Credit Facility") that bore interest based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company’s credit ratings and leverage ratio. Based on the Company’s credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 77.5 basis points over LIBOR. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.
In November 2022, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement which converted the interest rate on its $1.0 billion Revolving Credit Facility from a spread over LIBOR to a spread over SOFR plus a SOFR adjustment of 10 basis points.
The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing plus the SOFR adjustment of 10 basis points, pricing on the Revolving Credit Facility was 87.5 basis points over SOFR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved.
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Debt Maturities
The following table presents scheduled principal payments related to the Company’s debt as of December 31, 2022 (presented in thousands):
Scheduled
Balloon
Principal
Payment
905
51,026
2026 (1)
100,629
1,752,250
Total scheduled principal payments
1,956,872
Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2022, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of December 31, 2022.
Note 6 – Common and Preferred Stock
On May 27, 2020, the Company filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
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Follow-on Common Stock Offerings
In January 2021, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 450,000 shares of common stock. The offering resulted in net proceeds to the Company of approximately $221.4 million, after deducting fees and offering expenses payable by the Company.
In June 2021, the Company completed a follow-on public offering of 4,600,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 600,000 shares of common stock. The offering resulted in net proceeds to the Company of approximately $327.0 million, after deducting fees and offering expenses payable by the Company.
In December 2021, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase 750,000 shares, in connection with forward sale agreements. The offering resulted in net proceeds to the Company of approximately $368.7 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.
In May 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase 750,000 shares, in connection with forward sale agreements. The offering resulted in net proceeds to the Company of approximately $386.7 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.
In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase 750,000 shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of approximately $380.7 million after deducting fees and making certain other adjustments as provided in the equity distribution agreements. As of December 31, 2022, the Company settled 1,600,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $106.2 million. The Company is required to settle the outstanding shares of common stock by September 2023.
In September 2021, the Company completed an underwritten public offering of depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of Series A Preferred Stock, which resulted in net proceeds to the Company of approximately $170.3 million, after deducting the underwriting discounts and commissions and costs payable by the Company. At the closing, the Company issued 7,000 shares of Series A Preferred Stock (the “Series A Preferred Shares”) to the depositary, resulting in the issuance of 7,000,000 Depositary Shares. The Company contributed the net proceeds from the sale of the Depositary Shares to the Operating Partnership in exchange for 7,000 Series A Preferred Units corresponding to the number of shares of Series A Preferred Stock underlying the Depositary Shares.
Dividends on the Series A Preferred Shares will be payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. The first pro-rated dividend on the Series A Preferred Shares was paid on October 1, 2021 and was in an amount equivalent to $0.04132 per Depositary Share. Subsequent dividends on the Series A Preferred Shares have been and will be in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.
The Company may not redeem the Series A Preferred Shares before September 2026, except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company. Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of
F-26
the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends. This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.
In September 2022, the Company entered into a new $750 million ATM program (the “2022 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements. As of December 31, 2022, the Company entered into forward sale agreements to sell an aggregate of 4,350,232 shares of common stock under the 2022 ATM Program, for anticipated net proceeds of $300.9 million. The Company has settled 245,591 shares of these forward sale agreements as of December 31, 2022 for net proceeds of approximately $18.1 million, after deducting fees and expense. The Company is required to settle the remaining outstanding shares of common stock under the 2022 ATM Program by various dates between November and December 2023. After considering the 4,350,232 shares of common stock subject to forward sale agreements issued under the 2022 ATM Program, the Company had approximately $446.6 million of availability remaining under this program as of December 31, 2022.
Note 7 – Dividends and Distributions Payable
The Company declared dividends per common share of $2.805, $2.604 and $2.405 per share during the years ended December 31, 2022, 2021, and 2020; the dividends have been reflected for federal income tax purposes as follows:
Ordinary Income
2.518
2.398
1.928
Return of Capital
0.287
0.206
0.477
2.805
2.604
2.405
On December 13, 2022, the Company declared a dividend per common share of $0.24 per share for the month ended December 31, 2022. The holders of Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Unit held. The monthly common dividend for December 2022 has been reflected as a reduction of stockholders’ equity and the distribution has been reflected as a reduction of the limited partners’ non-controlling interest. This dividend was paid on January 13, 2023.
The Company declared dividends of $1.0625 per Depositary Share during the year ended December 31, 2022 and $0.30695 per Depositary Share during the year ended December 31, 2021, covering the periods subsequent to the September 2021 preferred stock issuance date (see Note 6- Common and Preferred Stock). These dividends were reflected entirely as ordinary income for federal income tax purposes.
On December 13, 2022, the Company declared a dividend of $0.08854 per Depositary Share for the month ended December 31, 2022. This monthly preferred dividend has been reflected as a reduction of stockholders’ equity and was paid on January 3, 2023.
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Note 8 – Income Taxes
Uncertain Tax Positions
The Company is subject to the provisions of Financial Accounting Standards Board ASC Topic 740-10 (“ASC 740-10”) and has analyzed its various federal and state filing positions. The Company believes that its income tax filing positions and deductions are documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. The Company’s federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2018. The Company has elected to record related interest and penalties, if any, as income tax expense on the Consolidated Statements of Operations and Comprehensive Income. We have no material interest or penalties relating to income taxes recognized for years ended December 31, 2022, 2021, and 2020.
Income Tax Expense
During the years ended December 31, 2022, 2021, and 2020, the Company recognized net federal and state income tax expense of approximately $2.9 million, $2.4 million and $1.1 million, respectively. The income tax expense recorded in 2021 includes additional tax expense of approximately $0.5 million relating to the true-up of 2020 expense, recognized upon filing of the annual tax returns.
Note 9 – Derivative Instruments and Hedging Activity
Background
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments. For additional information regarding the leveling of the Company’s derivatives, refer to Note 10 – Fair Value Measurements.
The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.
2021 Settlements - Hedging 2021 Debt Issuances
In August 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $8.0 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.
In December 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $5.6 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.
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In February 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $3.1 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.
2022 Settlements - Hedging 2022 Debt Issuances
In May and July 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $300 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending December 2022. In August 2022, the Company terminated the swap agreements upon the debt issuance, receiving $28.4 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.
2021 Settlements – Extinguishment of Term Loans
Prior to May 2021, the Company had entered interest rate swap agreements to hedge against future cash flows on variable-rate borrowings. These interest rate swap agreements were settled in May 2021. The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million. Details of the interest rate swaps and related terminations is as follows:
In July 2014, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and paid to the counterparty a fixed rate of 2.09%. These swaps effectively converted $65 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $0.3 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.
In June 2016, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $40 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company received from the counterparty interest on the notional amount based on one month LIBOR and paid to the counterparty a fixed rate of 1.40%. This swap effectively converted $40 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.0 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.
In December 2018, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and paid to the counterparty a fixed rate of 2.66%. These swaps effectively converted $100 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $9.2 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.
In October 2019, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and paid to the counterparty a fixed rate of 1.4275%. This swap effectively converted $65 million of variable-rate
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borrowings to fixed-rate borrowings from July 12, 2021 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.8 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.
Also, in October 2019, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.4265%. This swap effectively converted $35 million of variable-rate borrowings to fixed-rate borrowings from September 29, 2020 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.1 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.
Recognition
The Company recognizes all derivative instruments as either assets or liabilities at fair value on the balance sheet. The Company recognizes its derivatives within Other Assets, net and Accounts Payable, Accrued Expenses and Other Liabilities on the Consolidated Balance Sheets.
The Company recognizes all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of Other Comprehensive Income (OCI).
Accumulated OCI relates to (i) the change in fair value of forward-starting interest rate derivatives and (ii) realized gains or losses on settled derivative instruments. The realized gains or losses on settled derivative instruments are recognized as an adjustment to interest expense over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $2.5 million will be reclassified as an increase to interest expense.
During 2021, the Company accelerated the reclassification of amounts in accumulated OCI into expense given that the hedged forecasted transactions were no longer likely to occur. During 2021, the Company accelerated a loss of $13.4 million out of OCI into earnings due to missed forecasted transactions associated with terminated swap agreements in connection with the early payoff of the hedged term loans (see 2021 Settlements – Extinguishment of Term Loans above).
The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (presented in thousands, except number of instruments):
Number of Instruments 1
Notional 1
Interest Rate Derivatives
Interest rate swap
(1) Number of Instruments and total Notional disclosed includes all interest rate swap agreements outstanding at the balance sheet date, including forward-starting swaps prior to their effective date.
The table below presents the estimated fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Balance Sheets (presented in thousands).
Asset Derivatives
Fair Value
Derivatives designated as cash flow hedges:
1,868
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Liability Derivatives
3,335
The table below presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2022, 2021, and 2020 (presented in thousands).
Location of Income/(Loss)
Amount of Income/(Loss)
Amount of Income/(Loss) Recognized
Reclassified from Accumulated
in OCI on Derivative
OCI into Income
OCI into Expense
Interest rate swaps
14,958
(34,558)
Interest expense
15,973
4,562
13,363
The Company does not use derivative instruments for trading or other speculative purposes and did not have any other derivative instruments or hedging activities as of December 31, 2022.
Credit Risk-Related Contingent Features
The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.
As of December 31, 2022, the Company had no derivatives outstanding.
Although the derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both the Company and its counterparties under certain situations, the Company does not net its derivative fair values or any existing rights or obligations to cash collateral on the Consolidated Balance Sheets.
The table below presents a gross presentation of the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2022 and December 31, 2021. The gross amounts of derivative assets or liabilities can be reconciled to the Tabular Disclosure of Fair Values of Derivative Instruments above, which also provides the location that derivative assets and liabilities are presented on the Consolidated Balance Sheets (presented in thousands):
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Offsetting of Derivative Assets
As of December 31, 2022
Gross Amounts
Net Amounts of
Offset in the
Assets presented
Gross Amounts Not Offset in the
Statement of
in the Statement
Statement of Financial Position
of Recognized
Financial
of Financial
Cash Collateral
Assets
Position
Instruments
Received
Net Amount
Derivatives
Offsetting of Derivative Liabilities
Liabilities
presented in the
Posted
As of December 31, 2021
(1,679)
189
1,656
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Note 10 – Fair Value Measurements
Assets and Liabilities Measured at Fair Value
The Company accounts for fair values in accordance with ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.
ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls, is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Derivative Financial Instruments
The Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.
To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.
F-33
The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 (presented in thousands):
Total Fair Value
Level 2
Derivative assets - interest rate swaps
Derivative liabilities - interest rate swaps
Other Financial Instruments
The carrying values of cash and cash equivalents, cash held in escrow, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.
The Company estimated the fair value of its debt based on its incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.
The Company determined that the valuation of its Senior Unsecured Notes and Revolving Credit Facility are classified as Level 2 of the fair value hierarchy and its fixed rate mortgages are classified as Level 3 of the fair value hierarchy. The Senior Unsecured Notes had carrying values of $1.79 billion and $1.50 billion as of December 31, 2022 and 2021, respectively, and had fair values of approximately $1.54 billion and $1.57 billion, respectively. The Revolving Credit Facility’s fair value is estimated to be equal to the carrying value of $100.0 million and $160.0 million as of December 31, 2022 and 2021, respectively. The Mortgage Notes Payable had carrying values of $48.0 million and $32.4 million as of December 31, 2022 and 2021, respectively, and had fair values of $45.4 million and $33.9 million as of those dates.
Note 11 – Equity Incentive Plan
In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”), which replaced the Agree Realty Corporation 2014 Omnibus Equity Incentive Plan (the “2014 Plan”). The 2020 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 700,000 shares of the Company’s common stock. All subsequent awards of equity or equity rights will be granted under the 2020 Plan, and no further awards will be made under the 2014 Plan. As of December 31, 2022, 333,048 shares of common stock were available for issuance under the 2020 Plan.
Restricted Stock - Employees
Restricted shares have been granted to certain employees.
The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The restricted shares vest over a five-year period based on continued service to the Company.
The Company estimates the fair value of restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis or amount vested, if greater, over the appropriate vesting period. During 2022, 2021, and
F-34
2020 the Company recognized $3.9 million, $3.5 million and $3.2 million, respectively, of expense relating to restricted share grants.
As of December 31, 2022, there was $9.2 million of unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 3.3 years. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The intrinsic value of restricted shares redeemed was $1.9 million, $1.8 million and $1.6 million for the years ended December 31, 2022, 2021, and 2020, respectively.
Restricted share activity is summarized as follows:
Outstanding
Grant Date
(in thousands)
Unvested restricted stock at December 31, 2019
194
50.71
Restricted stock granted
52
78.43
Restricted stock vested
(68)
45.78
Restricted stock forfeited
(3)
63.80
Unvested restricted stock at December 31, 2020
175
60.53
87
65.23
(64)
53.82
(23)
63.88
Unvested restricted stock at December 31, 2021
64.90
63.10
(63)
60.84
(10)
65.12
Unvested restricted stock at December 31, 2022
183
65.46
Performance Units and Shares
Performance units were granted to certain executive officers during the years ended December 31, 2022, 2021, and 2020, while performance shares were granted prior to those years. Performance units or shares are subject to a three-year performance period, at the conclusion of which shares awarded are to be determined by the Company’s total shareholder return (“TSR”) compared to the constituents of the MSCI US REIT Index and a defined peer group. 50% of the award is based upon the TSR percentile rank versus the constituents in the MSCI US REIT Index for the three-year performance period; and 50% of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period. Vesting of the performance units and shares following their issuance will occur ratably over a three-year period, with the initial vesting occurring immediately following the conclusion of the performance period such that all units and shares vest within five years of the original award date.
The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation expense is amortized on an attribution method over a five-year period. Compensation expense related to performance units or shares is determined at the grant date and is not adjusted throughout the measurement or vesting periods.
F-35
The Monte Carlo simulation pricing model for issued grants utilizes the following assumptions: (i) expected term (equal to the remaining performance measurement period at the grant date); (ii) volatility (based on historical volatility); and (iii) risk-free rate (interpolated based on 2-and 3- year rates). The Company used 0% for the forfeiture rate for determining the fair value of performance units and shares.
The following assumptions were used when determining the grant date fair value:
Expected term (years)
2.9
Volatility
33.9
18.4
Risk-free rate
The Company recognized expense related to performance units and shares for which the three-year performance period has not been completed of $1.5 million, $1.2 million and $1.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, there was $3.3 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has not yet been completed, which is expected to be recognized over a weighted average period of 3.1 years.
The Company recognized expense related to performance units and shares for which the three-year performance period was completed of $0.4 million and $0.2 million for the years ending December 31, 2022 and 2021, respectively. As of December 31, 2022, there was $0.2 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has been completed, which is expected to be recognized over a weighted average period of 0.9 years.
F-36
Performance unit and share activity is summarized as follows:
Target Number
of Awards
Performance units and shares at December 31, 2019 - three-year performance period to be completed
61
61.04
Performance units granted
90.17
Performance units and shares at December 31, 2020 - three-year performance period to be completed
69.61
63.42
Performance units and shares at December 31, 2021 - three-year performance period completed
(31)
55.29
Performance units and shares forfeited
(21)
68.79
Performance units and shares at December 31, 2021 - three-year performance period to be completed
78
72.13
68.59
Performance units and shares at December 31, 2022- three-year performance period completed
(27)
66.96
Performance units and shares at December 31, 2022 - three-year performance period to be completed
85
72.27
Performance shares - three-year performance period completed but not yet vested at December 31, 2020
Shares earned at completion of three-year performance period (1)
Shares vested
(16)
Shares forfeited
(4)
Performance shares - three-year performance period completed but not yet vested December 31, 2021
Shares earned at completion of three-year performance period (2)
59.91
Performance shares - three-year performance period completed but not yet vested December 31, 2022
61.91
(1)Performance shares granted in 2018 for which the three-year performance period was completed in 2021 paid out at the 150% performance level
(2)Performance shares granted in 2019 for which the three-year performance period was completed in 2022 paid out at the 106% performance level
F-37
Restricted Stock - Directors
During the year ended December 31, 2022, 10,636 restricted shares were granted to independent members of the Company’s board of directors at a weighted average grant date fair value of $62.62 per share.
The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The restricted shares granted to independent members of the board vested over the 2022 calendar year commensurate with the board members’ annual services to the Company.
The Company estimates the fair value of board members’ restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis over the one-year vesting period. The Company recognized expense relating to restricted share grants to the board members of $0.7 million for the year ended December 31, 2022.
The Company used 0% for the forfeiture rate for determining the fair value of this restricted stock.
Note 12 – Commitments and Contingencies
In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.
Note 13 – Subsequent Events
In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to December 31, 2022 through the date on which these financial statements were issued to determine whether any of these events required adjustment to or disclosure in the financial statements.
There were no reportable subsequent events or transactions.
F-38
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
COLUMN F
COLUMN G
COLUMN H
Life on
Which
Depreciation in
Latest
Costs
Gross Amount at Which Carried at
Income
Initial Cost
Capitalized
Close of Period
Statement is
Building and
Subsequent to
Date of
Computed
Encumbrance
Improvements
Acquisition
Depreciation
(in years)
Real Estate Held for Investment
Borman Center, MI
550,000
562,404
1,087,596
1,650,000
2,200,000
1977
40 Years
Capital Plaza, KY
7,379
2,240,607
8,812,549
11,053,156
11,060,535
1,965,182
1978
Grayling Plaza, MI
200,000
1,778,657
143,997
1,922,654
2,122,654
1,676,490
1984
Omaha Store, NE
150,000
1995
Wichita Store, KS
1,039,195
1,690,644
451,090
1,139,677
2,041,252
3,180,929
1,078,952
Monroeville, PA
6,332,158
2,249,724
(2,067,098)
3,153,890
3,360,894
6,514,784
1,553,995
1996
Boynton Beach, FL
1,534,942
2,043,122
3,717,733
5,760,855
7,295,797
2,466,616
Chesterfield Township, MI
1,350,590
1,757,830
(46,164)
1,711,666
3,062,256
1,048,977
1998
Pontiac, MI
1,144,190
1,808,955
(90,189)
1,718,766
2,862,956
1,034,771
Mt Pleasant Shopping Ctr, MI
907,600
8,081,968
11,251,877
1,874,745
18,366,700
20,241,445
5,590,558
Rochester, MI
2,438,740
2,188,050
23,358
2,211,408
4,650,148
1,287,020
1999
Ypsilanti, MI
2,050,000
2,222,097
(3,494,709)
777,388
Petoskey, MI
2,332,473
2,020,905
2,015,626
2,337,752
4,353,378
1,322,416
2000
Flint, MI
1,477,680
2,241,293
99,920
2,341,213
3,818,893
1,230,805
2001
New Baltimore, MI
1,250,000
2,285,781
9,231
2,295,012
3,545,012
1,213,178
1,435,925
1,729,851
1,798,091
660
1,798,751
3,528,602
931,190
2002
Indianapolis, IN
180,000
1,117,617
108,551
1,226,168
1,406,168
620,946
471,272
(201,809)
269,463
233,486
2003
Canton Twp, MI
1,550,000
2,132,096
23,021
2,155,117
3,705,117
1,028,118
1,664,211
1,537,400
1,961,674
3,499,074
923,702
2004
Albion, NY
1,900,000
3,037,864
4,937,864
1,376,537
1,272,314
1,029,000
2,165,463
(6,666)
2,158,797
3,187,797
978,161
1,569,000
2,363,524
3,943,404
6,306,928
7,875,928
1,647,399
Roseville, MI
1,771,000
2,327,052
395
2,327,447
4,098,447
996,348
2005
Mt Pleasant, MI
1,075,000
1,432,390
4,787
1,437,177
2,512,177
613,779
N Cape May, NJ
1,430,092
495
1,430,587
2,505,587
610,975
Summit Twp, MI
998,460
1,336,357
12,686
1,349,043
2,347,503
549,549
2006
Barnesville, GA
932,500
2,091,514
5,490
2,097,004
3,029,504
797,268
2007
East Lansing, MI
240,000
54,531
(54,531)
Macomb Township, MI
424,222
2008
Brighton, MI
1,365,000
2,802,036
5,615
2,807,651
4,172,651
970,901
2009
Southfield, MI
1,483,000
1,200,000
125,616
2,063
127,679
1,327,679
42,153
Atchison, KS
943,750
3,021,672
823,170
3,142,252
3,965,422
980,445
2010
Johnstown, OH
485,000
2,799,502
3,284,502
874,846
Lake in the Hills, IL
2,135,000
3,328,560
1,690,000
3,773,560
5,463,560
1,173,677
Concord, NC
7,676,305
Antioch, IL
1,087,884
Mansfield, CT
700,000
1,902,191
508
1,902,699
2,602,699
576,754
Spring Grove, IL
2,313,000
1,191,199
968
1,192,167
Tallahassee, FL
1,628,000
1,482,462
446,280
Wilmington, NC
2,186,000
1,500,000
1,348,591
2,848,591
398,959
2011
Marietta, GA
900,000
575,000
696,297
6,359
702,656
1,277,656
201,937
Baltimore, MD
2,534,000
2,610,430
(3,447)
2,606,983
Dallas, TX
1,844,000
701,320
778,905
1,042,730
1,821,635
2,522,955
509,062
Chandler, AZ
332,868
793,898
360
794,258
1,127,126
223,422
New Lenox, IL
1,422,488
Roseville, CA
4,752,000
2,800,000
3,695,455
(96,364)
2,695,636
3,703,455
6,399,091
1,049,249
Fort Walton Beach, FL
1,768,000
542,200
1,958,790
88,778
2,047,568
2,589,768
561,074
Leawood, KS
989,622
3,003,541
16,197
3,019,738
4,009,360
830,425
Salt Lake City, UT
6,810,104
(44,416)
6,765,688
1,896,036
1,793,000
1,605,134
2012
Madison, AL
1,552,000
675,000
1,317,927
1,992,927
362,429
Walker, MI
887,000
219,200
1,024,738
1,243,938
275,398
Portland, OR
7,969,403
161
7,969,564
Cochran, GA
365,714
2,053,726
2,419,440
539,104
Baton Rouge, LA
1,188,322
314,410
1,178,215
Clifton Heights, PA
2,543,941
3,038,561
(3,105)
3,035,456
5,579,397
793,648
Newark, DE
2,117,547
4,777,516
(4,881)
4,772,635
6,890,182
1,247,908
Vineland, NJ
4,102,710
1,501,854
43,976
4,125,289
1,523,251
5,648,540
395,015
Fort Mill, SC
750,000
1,187,380
1,937,380
309,213
Spartanburg, SC
250,000
765,714
4,387
770,101
1,020,101
201,022
Springfield, IL
302,520
653,654
49,741
703,395
1,005,915
179,667
Jacksonville, NC
676,930
1,482,748
2,159,678
373,667
Morrow, GA
525,000
1,383,489
(99,849)
1,283,640
1,808,640
329,558
Charlotte, NC
1,822,900
3,531,275
(570,844)
2,960,431
4,783,331
754,844
Lyons, GA
121,627
2,155,635
(103,392)
2,052,243
2,173,870
534,657
Fuquay-Varina, NC
2,042,225
1,763,768
(255,778)
1,507,990
3,550,215
380,672
Minneapolis, MN
1,088,015
345,958
71,142
826,635
678,480
1,505,115
33,924
Lake Zurich, IL
780,974
7,909,277
46,509
7,955,786
8,736,760
1,996,574
Harlingen, TX
430,000
1,614,378
12,854
1,627,232
2,057,232
406,806
Pensacola, FL
650,000
1,165,415
23,957
1,189,372
1,839,372
295,468
1,300,196
4,892
1,305,088
St. Joseph, MO
377,620
7,639,521
8,017,141
1,893,964
2013
Statham, GA
191,919
3,851,073
4,042,992
954,743
North Las Vegas, NV
214,552
717,435
28,999
746,434
960,986
183,399
Memphis, TN
322,520
748,890
1,071,410
184,106
Rancho Cordova, CA
1,339,612
(265,000)
1,074,612
Kissimmee, FL
1,453,500
971,683
196
1,453,696
2,425,379
236,849
Pinellas Park, FL
2,625,000
874,542
4,163
878,705
3,503,705
210,452
Manchester, CT
397,800
325,705
723,505
78,713
Rapid City, SD
1,017,800
2,348,032
1,379
2,349,411
3,367,211
565,293
Chicago, IL
272,222
649,063
61,309
710,372
982,594
161,953
Brooklyn, OH
3,643,700
15,079,714
953,195
16,032,909
19,676,609
3,739,801
Madisonville, TX
96,680
1,087,642
18,200
1,105,842
1,202,522
262,749
Forest, MS
1,298,176
99,848
1,398,024
322,502
Sun Valley, NV
308,495
1,373,336
(51,008)
253,495
1,377,328
1,630,823
321,306
Rochester, NY
2,500,000
7,398,639
2,017
7,400,656
9,900,656
1,719,003
Allentown, PA
2,525,051
7,896,613
672,368
8,568,981
11,094,032
1,967,811
Casselberry, FL
1,804,000
793,101
(2,906)
790,195
2,594,195
186,455
Berwyn, IL
186,791
933,959
62,585
996,544
1,183,335
219,952
Grand Forks, ND
1,502,609
2,301,337
1,801,028
4,102,365
5,604,974
932,621
Ann Arbor, MI
3,000,000
4,595,757
277,040
4,872,797
7,872,797
1,105,907
1,208,225
1,160,843
2,369,068
266,025
Red Bay, AL
38,981
2,528,437
3,856
2,532,293
2,571,274
516,996
2014
Birmingham, AL
230,106
231,313
231,016
461,122
46,685
245,234
251,339
(324)
251,015
496,249
50,727
98,271
179,824
278,095
36,340
235,641
127,477
(313)
127,164
362,805
25,699
Montgomery, AL
325,389
217,850
543,239
44,024
Littleton, CO
4,622,391
819,000
8,756,266
(3,879,591)
4,876,675
5,695,675
1,589,420
St Petersburg, FL
1,225,000
1,025,247
6,592
1,031,839
2,256,839
225,437
St Augustine, FL
1,523,230
1,723,230
314,166
East Palatka, FL
730,000
575,236
6,911
582,147
1,312,147
120,026
136,365
398,773
535,138
80,585
Fort Oglethorpe, GA
1,842,240
2,844,126
20,442
2,864,568
4,706,808
639,394
2,010,000
6,206,252
107,873
6,314,125
8,324,125
1,292,365
Rockford, IL
303,395
2,436,873
(15,000)
2,421,873
2,725,268
501,011
Terre Haute, IN
103,147
2,477,263
32,376
2,509,639
2,612,786
500,650
Junction City, KS
78,271
2,504,294
(30,565)
2,473,729
2,552,000
500,787
226,919
347,691
574,610
70,262
Lincoln Park, MI
543,303
1,408,544
209,848
1,618,392
2,161,695
332,393
Novi, MI
1,803,857
1,488,505
22,490
1,510,995
3,314,852
302,164
Bloomfield Hills, MI
1,340,000
2,003,406
391,480
1,341,900
2,392,986
3,734,886
486,363
Jackson, MS
256,789
172,184
428,973
34,796
Irvington, NJ
315,000
1,313,025
1,628,025
287,223
500,000
1,372,363
(12)
1,372,351
1,872,351
300,201
213,750
754,675
968,425
158,796
168,750
785,000
16,477
801,477
970,227
168,473
Mansfield, OH
306,000
725,600
1,031,600
152,678
Orrville, OH
344,250
716,600
1,060,850
150,784
Calcutta, OH
208,050
758,750
1,462
760,212
968,262
159,889
Columbus, OH
1,136,250
1,593,792
1,590,997
1,139,045
2,730,042
237,069
Tulsa, OK
459,148
640,550
(13,336)
627,214
1,086,362
139,032
Ligonier, PA
330,000
5,021,849
(9,500)
5,012,349
5,342,349
1,055,171
Limerick, PA
369,000
Harrisburg, PA
124,757
1,446,773
11,175
1,457,948
1,582,705
291,507
Anderson, SC
781,200
4,441,535
261,624
775,732
4,708,627
5,484,359
1,062,022
Easley, SC
332,275
268,612
600,887
54,283
141,307
446,706
588,013
90,272
94,770
261,640
356,410
52,873
Columbia, SC
303,932
1,221,964
(13,830)
1,208,134
1,512,066
244,743
Alcoa, TN
329,074
270,719
599,793
54,708
Knoxville, TN
214,077
286,037
500,114
57,804
Red Bank, TN
229,100
302,146
531,246
61,058
New Tazewell, TN
91,006
328,561
29,311
357,872
448,878
66,913
Maryville, TN
94,682
1,529,621
85,861
1,615,482
1,710,164
316,031
Morristown, TN
46,404
801,506
4,990
806,496
852,900
161,291
Clinton, TN
69,625
1,177,927
11,564
1,189,491
1,259,116
237,887
160,057
2,265,025
226,291
2,491,316
2,651,373
498,241
Sweetwater, TN
79,100
1,009,290
6,740
1,016,030
1,095,130
203,194
McKinney, TX
2,671,020
6,785,815
100,331
6,886,146
9,557,166
1,472,027
Forest, VA
282,600
956,027
1,238,627
203,154
Colonial Heights, VA
547,692
1,059,557
(5,963)
1,053,594
1,601,286
212,917
Glen Allen, VA
590,101
1,129,495
(19,367)
577,601
1,122,628
1,700,229
226,868
F-40
Burlington, WA
610,000
3,647,279
(4,602)
3,642,677
4,252,677
737,513
Wausau, WI
909,092
1,405,899
86,764
1,492,663
2,401,755
313,423
Foley AL
305,332
506,203
9,380
515,583
820,915
103,223
2015
Sulligent, AL
58,803
1,085,906
(432,709)
653,197
712,000
174,845
Eutaw, AL
103,746
1,212,006
(377,526)
834,480
938,226
204,741
Tallassee, AL
154,437
850,448
61,461
911,909
1,066,346
166,912
Orange Park, AL
649,652
1,775,000
9,664
1,784,664
2,434,316
326,222
Pace, FL
37,860
524,400
6,970
531,370
569,230
105,081
309,607
775,084
(25)
775,059
1,084,666
153,208
Freeport, FL
312,615
1,277,386
1,590,001
239,510
Glenwood, GA
29,489
1,027,370
(816,545)
14,395
225,920
240,314
11,463
Albany, GA
47,955
641,123
689,078
124,137
Belvidere, IL
184,136
644,492
828,628
Peru, IL
380,254
2,125,498
2,505,752
385,247
Davenport, IA
776,366
6,623,542
84,487
6,708,029
7,484,395
1,237,818
Buffalo Center, IA
159,353
700,460
859,813
129,877
Sheffield, IA
131,794
729,543
861,337
135,269
Lenexa, KS
303,175
2,186,864
2,490,039
382,701
Tompkinsville , KY
70,252
1,132,033
(164,520)
967,513
1,037,765
215,451
Hazard, KY
8,392,841
13,731,648
(16,857)
8,375,591
13,732,041
22,107,632
2,403,103
Portland, MA
3,831,860
3,172
3,835,032
719,029
120,078
2,561,015
20,490
2,581,505
2,701,583
451,763
Hutchinson, MN
67,914
720,799
788,713
133,648
Lowry City, MO
103,202
614,065
717,267
115,137
Branson, MO
564,066
940,585
940,760
1,504,826
168,552
721,135
717,081
940
718,021
1,439,156
128,638
Enfield, NH
93,628
1,295,320
60,029
1,355,349
1,448,977
263,639
Marietta, OH
319,157
1,225,026
1,544,183
237,291
Franklin, OH
264,153
1,191,777
1,455,930
225,941
Elyria, OH
82,023
910,404
992,427
170,701
126,641
695,072
821,713
130,326
Bedford Heights, OH
226,920
959,528
21,901
981,429
1,208,349
179,658
Newburgh Heights, OH
224,040
959,099
1,183,139
177,833
Warrensville Heights, OH
186,209
920,496
4,900
925,396
1,111,605
173,656
Heath, OH
325,381
757,994
135
758,129
1,083,510
135,831
Lima, OH
335,386
592,154
2,833
594,987
930,373
104,241
Elk City, OK
45,212
1,242,220
1,287,432
235,504
Salem, OR
1,450,000
2,951,167
1,346,640
4,297,807
5,747,807
752,124
Westfield, PA
47,346
1,117,723
10,973
1,128,696
1,176,042
222,944
Altoona, PA
555,903
9,489,791
1,017
9,490,808
10,046,711
1,720,194
Grindstone, PA
288,246
500,379
10,151
510,530
798,776
89,717
Liberty, SC
27,929
1,222,856
90
1,222,946
1,250,875
236,858
Blacksburg, SC
27,547
1,468,101
1,495,648
281,386
51,325
1,187,506
1,238,831
225,131
Fountain Inn, SC
107,633
1,076,633
1,184,266
204,112
Walterboro, SC
21,414
1,156,820
1,178,234
219,313
Jackson, TN
277,000
495,103
80,423
575,526
852,526
93,554
355,486
17,280,895
581
17,281,476
17,636,962
3,312,244
Corpus Christi, TX
316,916
2,140,056
2,456,972
392,344
126,102
869,779
12,681
882,460
1,008,562
160,094
Midland, TX
194,174
5,005,720
2,000
5,007,720
5,201,894
907,624
Rockwall, TX
578,225
1,768,930
210
1,769,140
2,347,365
309,595
Princeton, WV
111,653
1,029,090
1,140,743
199,324
Martinsburg, WV
620,892
943,163
1,564,055
165,054
Grand Chute, WI
2,766,417
7,084,942
803,235
7,888,177
10,654,594
1,408,704
New Richmond, WI
71,969
648,850
720,819
121,659
Baraboo, WI
142,563
653,176
795,739
121,110
Decatur, AL
337,738
510,706
848,444
78,734
2016
Greenville, AL
203,722
905,780
9,911
915,691
1,119,413
137,311
Bullhead City, AZ
177,500
1,364,406
1,541,906
230,231
Page, AZ
256,982
1,299,283
1,556,265
219,254
Safford, AZ
349,269
1,196,307
676
1,196,983
1,546,252
191,809
Tucson, AZ
3,208,580
4,410,679
(8,268)
4,402,411
7,610,991
716,580
Bentonville, AR
610,926
897,562
897,732
1,508,658
151,517
Sunnyvale, CA
7,351,903
4,638,432
4,638,626
11,990,529
763,295
Whittier, CA
4,237,918
7,343,869
11,581,787
1,208,678
Aurora, CO
847,349
834,301
7,770
842,071
1,689,420
126,181
1,132,676
5,716,367
287,321
6,003,688
7,136,364
889,859
Evergreen, CO
1,998,860
3,827,245
5,826,105
629,901
Lakeland, FL
61,000
1,227,037
1,288,037
189,168
Mt Dora, FL
1,678,671
3,691,615
639,525
4,331,140
6,009,811
671,486
North Miami Beach, FL
1,622,742
512,717
11,240
523,957
2,146,699
78,516
Orlando, FL
903,411
1,627,159
(24,843)
1,602,316
2,505,727
253,619
F-41
Port Orange, FL
1,493,863
3,114,697
619,495
3,734,192
5,228,055
543,821
Royal Palm Beach, FL
2,052,463
956,768
20,576
977,344
3,029,807
157,555
Sarasota, FL
1,769,175
3,587,992
139,891
3,727,883
5,497,058
623,165
281,936
1,291,748
1,292,424
1,574,360
204,466
Vero Beach, FL
4,469,033
Dalton, GA
211,362
220,927
432,289
35,882
Crystal Lake, IL
2,446,521
7,012,819
523,271
7,536,090
9,982,611
1,089,398
Glenwood, IL
815,483
970,108
1,785,591
149,558
Morris, IL
1,206,749
2,062,495
3,269,244
339,452
Bicknell, IN
215,037
2,381,471
2,596,508
376,978
711,430
1,258,357
(5,563)
1,252,795
1,964,225
216,390
734,434
970,175
(2,700)
967,475
1,701,909
163,419
Des Moines, IA
322,797
1,374,153
1,696,950
226,163
Frankfort, KY
514,277
DeRidder, LA
814,891
2,156,542
10,536
2,167,078
2,981,969
350,784
1,308,418
4,235,719
5,761
4,241,480
5,549,898
644,940
Shreveport, LA
891,872
2,058,257
2,950,129
334,476
Marshall, MI
339,813
511,282
(254)
511,028
Norton Shores, MI
495,605
667,982
42,874
710,856
1,206,461
110,016
Stephenson, MI
223,152
1,044,947
270
1,045,217
1,268,369
156,780
Sterling, MI
127,844
905,607
25,464
931,071
1,058,915
143,356
Eagle Bend, MN
96,558
1,165,437
1,261,995
182,051
Brandon, MS
428,464
969,346
1,397,810
161,558
Clinton, MS
370,264
1,057,143
1,427,407
176,191
Columbus, MS
1,103,458
2,128,089
(2,105)
2,125,984
3,229,442
365,591
Holly Springs, MS
413,316
952,574
1,365,890
154,686
242,796
963,188
1,205,984
160,531
732,944
2,862,813
33,902
2,896,715
3,629,659
453,382
Meridian, MS
396,329
1,152,729
1,549,058
192,103
Pearl, MS
299,839
616,351
7,355
623,706
923,545
93,506
Ridgeland, MS
407,041
864,498
1,271,539
144,083
Bowling Green, MO
360,201
2,809,170
5,000
2,814,170
3,174,371
439,083
St Robert, MO
394,859
1,305,366
24,333
1,329,699
1,724,558
201,206
Beatty, NV
198,928
1,265,084
8,051
1,273,135
1,472,063
198,821
Alamogordo, NM
654,965
2,716,166
4,436
2,720,602
3,375,567
425,605
524,763
941,615
949,137
1,473,900
144,309
Alcalde, NM
435,486
836,499
1,271,985
125,475
Cimarron, NM
345,693
1,236,437
7,613
1,244,050
1,589,743
189,160
La Luz, NM
487,401
835,455
1,322,856
127,059
Fayetteville, NC
1,267,529
2,527,462
16,897
2,544,359
3,811,888
386,790
Gastonia, NC
401,119
979,803
1,631
981,434
1,382,553
149,261
Devils Lake, ND
323,508
1,133,773
955
1,134,728
1,458,236
179,271
Cambridge, OH
168,717
1,113,232
1,281,949
190,177
1,109,044
1,291,313
2,400,357
209,773
Grove City, OH
334,032
176,274
510,306
28,630
Lorain, OH
808,162
1,390,481
10,000
1,400,481
2,208,643
237,977
Reynoldsburg, OH
843,336
1,197,966
2,041,302
194,617
Springfield, OH
982,451
3,957,512
7,191
3,964,703
4,947,154
676,131
Ardmore, OK
571,993
1,590,151
2,162,144
261,714
Dillon, SC
85,896
1,697,160
1,783,056
293,467
Jasper, TN
190,582
966,125
6,888
973,013
1,163,595
145,929
Carthage, TX
597,995
1,965,290
27,357
1,992,647
2,590,642
319,968
Cedar Park, TX
1,386,802
4,656,229
758,023
1,410,827
5,390,227
6,801,054
915,117
Granbury, TX
944,223
2,362,540
3,306,763
383,921
Hemphill, TX
250,503
1,955,918
11,886
1,967,804
2,218,307
307,092
Lampasas, TX
245,312
1,063,701
45,197
1,108,898
1,354,210
179,803
Lubbock, TX
1,501,556
2,341,031
3,842,587
380,427
Odessa, TX
921,043
2,434,384
2,439,999
3,361,042
396,310
Port Arthur, TX
1,889,732
8,121,417
439,354
8,560,771
10,450,503
1,300,967
Provo, UT
1,692,785
5,874,584
43,650
5,918,234
7,611,019
956,869
Tappahannock, VA
1,076,745
14,904
1,091,649
Manitowoc, WI
879,237
4,467,960
1,313
4,469,273
5,348,510
707,303
Oak Creek, WI
487,277
3,082,180
382,092
3,464,272
3,951,549
564,008
Oxford, AL
148,407
641,820
790,227
90,897
2017
255,786
7,273,871
81,627
7,355,498
7,611,284
1,041,452
24,875
600,936
(15,612)
585,324
610,199
84,129
Jonesboro, AR
3,656,554
3,219,456
11,058
3,230,514
6,887,068
423,001
Lowell, AR
949,519
1,435,056
10,229
1,445,285
2,394,804
180,597
Southington, CT
1,088,181
1,287,837
185,818
1,473,655
2,561,836
185,998
Millsboro, DE
3,501,109
(20,531)
3,480,578
Jacksonville, FL
2,298,885
2,894,565
29,661
2,924,226
5,223,111
372,024
Orange Park, FL
214,858
2,304,095
2,518,953
316,787
F-42
Port Richey, FL
1,140,182
1,649,773
2,789,955
226,833
Americus, GA
1,318,463
Brunswick, GA
1,279,688
2,158,863
205
2,159,068
3,438,756
310,208
126,335
1,626,530
1,752,865
206,705
Buford, GA
341,860
1,023,813
1,365,673
140,742
Carrollton, GA
597,465
886,644
1,484,109
119,982
Decatur, GA
558,859
1,429,106
1,987,965
181,615
Metter, GA
256,743
766,818
1,023,561
103,796
Villa Rica, GA
410,936
1,311,444
1,722,380
183,029
2,899,155
9,822,986
12,722,141
1,411,977
2,081,151
5,197,315
7,278,466
746,756
Galesburg, IL
214,280
979,108
1,193,388
134,609
Mundelein, IL
1,238,743
1,743,222
1,803,068
574,805
1,554,786
9,660
1,564,446
2,139,251
194,892
683,419
1,002,207
284
1,002,491
1,685,910
127,398
Frankfort, IN
50,458
2,008,275
2,058,733
284,506
Kokomo, IN
95,196
1,484,778
(30,615)
1,454,163
1,549,359
186,586
Nashville, IN
484,117
2,458,215
2,942,332
337,766
Roeland Park, KS
7,829,806
(1,247,898)
6,581,908
Georgetown, KY
1,996,456
6,315,768
928
6,316,696
8,313,152
875,591
Hopkinsville, KY
413,269
996,619
1,409,888
137,011
Salyersville, KY
289,663
906,455
596
907,051
1,196,714
126,523
Amite, LA
601,238
1,695,242
2,296,480
236,580
Bossier City, LA
797,899
2,925,864
146
2,926,010
3,723,909
371,844
Kenner, LA
323,188
859,298
(1,000)
858,298
1,181,486
112,617
Mandeville, LA
834,891
1,294,812
1,295,017
2,129,908
169,889
New Orleans, LA
6,846,313
121,177
6,967,490
944,359
782,819
745,092
7,968
753,060
1,535,879
96,438
Grand Rapids, MI
7,015,035
2,635,983
1,750,000
7,901,018
9,651,018
888,865
Bloomington, MN
1,491,302
619
1,491,921
Monticello, MN
449,025
979,816
9,368
989,184
1,438,209
145,894
Mountain Iron, MN
177,918
1,139,849
1,317,767
156,713
Gulfport, MS
671,824
1,176,505
1,848,329
164,203
802,230
1,434,997
2,237,227
200,279
McComb, MS
67,026
685,426
752,452
94,201
Kansas City, MO
1,390,880
1,588,573
2,979,453
240,861
616,344
2,448,360
13,285
2,461,645
3,077,989
307,623
St. Charles, MO
736,242
2,122,426
271,734
2,394,160
3,130,402
356,446
St. Peters, MO
1,364,670
Boulder City, NV
566,639
993,399
1,560,038
136,515
Egg Harbor, NJ
520,510
1,087,374
1,607,884
156,288
Secaucus, NJ
19,915,781
17,306,541
84,153
17,390,694
37,306,475
2,174,176
Sewell, NJ
1,809,771
6,892,134
8,701,905
947,662
Santa Fe, NM
1,072,340
4,013,237
476
4,013,713
5,086,053
601,981
Statesville, NC
287,467
867,849
1,155,316
126,557
308,321
875,652
31,340
906,992
1,215,313
128,507
Minot, ND
928,796
1,619,726
2,548,522
226,029
Grandview Heights, OH
1,276,870
8,557,690
(20,518)
8,537,172
9,814,042
1,192,987
Hilliard, OH
1,001,228
Edmond, OK
1,063,243
3,816,155
9,878
3,826,033
4,889,276
493,908
Oklahoma City, OK
868,648
1,820,174
7,835
1,828,009
2,696,657
244,122
Erie, PA
425,267
1,284,883
1,710,150
171,185
Pittsburgh, PA
692,454
2,509,358
3,201,812
344,860
Sumter, SC
132,204
1,095,478
1,227,682
152,885
Chattanooga, TN
2,089,237
3,595,808
195
3,596,003
5,685,240
456,989
Etowah, TN
74,057
862,436
78,324
1,014,817
130,721
1,661,764
3,874,356
15,300
3,889,656
5,551,420
565,318
Alamo, TX
104,878
821,355
13,274
834,629
939,507
104,246
Andrews, TX
172,373
817,252
(292)
816,960
989,333
117,443
Arlington, TX
497,852
1,601,007
1,783
1,602,790
2,100,642
223,647
Canyon Lake, TX
382,522
1,026,179
(281)
1,025,898
1,408,420
128,239
185,375
1,413,298
1,598,673
197,122
Fort Stockton, TX
185,474
1,186,339
1,371,813
165,563
Fort Worth, TX
1,016,587
4,622,507
257,308
4,879,815
5,896,402
653,807
Lufkin, TX
1,497,171
4,948,906
20,434
4,969,340
6,466,511
712,576
Newport News, VA
2,458,053
5,390,475
758,009
6,148,484
8,606,537
944,499
Appleton, WI
417,249
1,525,582
9,779
1,535,361
1,952,610
210,320
821,084
2,651,772
3,472,856
370,089
Athens, AL
253,858
1,204,570
1,458,428
120,457
2018
1,635,912
2,739,834
4,375,746
325,329
Boaz, AL
379,197
898,689
1,277,886
106,635
F-43
Roanoke, AL
110,924
938,451
1,049,375
99,786
Selma, AL
206,831
1,790,939
(24,494)
1,766,445
1,973,276
177,257
Maricopa, AZ
2,166,955
9,505,724
14,600
9,520,324
11,687,279
971,512
Parker, AZ
322,510
1,159,624
1,163
1,160,787
1,483,297
132,916
St. Michaels, AZ
127,874
1,043,962
12,012
1,055,974
1,183,848
111,482
Little Rock, AR
390,921
856,987
85,699
Grand Junction, CO
835,792
1,915,976
2,751,768
191,598
Brookfield, CT
343,489
835,106
1,178,595
83,511
316,847
558,659
875,506
55,866
Waterbury, CT
663,667
607,457
1,271,124
60,746
Apopka, FL
587,585
2,363,721
73,672
2,437,393
3,024,978
243,257
Cape Coral, FL
554,721
1,009,404
1,564,125
100,940
Crystal River, FL
369,723
1,015,324
1,385,047
124,790
DeFuniak Springs, FL
226,898
835,016
(18,770)
200,998
842,146
1,043,144
87,649
Eustis, FL
649,394
1,580,694
2,230,088
158,069
Hollywood, FL
895,783
947,204
1,842,987
94,720
Homestead, FL
650,821
948,265
1,599,086
94,826
827,799
1,554,516
2,382,315
155,452
Marianna, FL
257,760
886,801
1,144,561
88,680
Melbourne, FL
497,607
1,549,974
2,047,581
154,997
Merritt Island, FL
598,790
988,114
1,586,904
104,987
St. Petersburg, FL
958,547
902,502
1,861,049
99,595
Tampa, FL
488,002
1,209,902
1,697,904
133,593
703,273
1,283,951
1,987,224
128,925
Titusville, FL
137,421
1,017,394
12,059
1,029,453
1,166,874
102,870
Winter Haven, FL
832,247
1,433,449
2,265,696
143,345
448,253
1,462,641
6,023
1,468,664
1,916,917
146,825
Austell, GA
1,162,782
7,462,351
8,625,133
870,608
Conyers, GA
330,549
941,133
1,271,682
94,113
Covington, GA
744,321
1,235,171
(43,000)
1,192,171
1,936,492
122,865
Doraville, GA
1,991,031
291,663
230,740
522,403
2,513,434
36,228
Douglasville, GA
519,420
1,492,529
2,011,949
149,253
Lilburn, GA
304,597
1,206,785
1,511,382
120,679
1,257,433
1,563,755
2,821,188
188,889
447,582
832,782
1,280,364
83,278
989,819
1,220,271
734
1,221,005
2,210,824
137,345
Riverdale, GA
474,072
879,835
(3,750)
470,322
1,350,157
87,983
Savannah, GA
944,815
2,997,426
14,050
3,011,476
3,956,291
301,046
Statesboro, GA
681,381
1,592,291
1,786
1,594,077
2,275,458
169,348
Union City, GA
97,528
1,036,165
1,133,693
103,617
Nampa, ID
496,676
5,163,257
37,265
5,200,522
5,697,198
573,512
Aurora, IL
174,456
862,599
1,037,055
86,260
Bloomington, IL
1,408,067
986,931
987,609
2,395,676
115,201
Carlinville, IL
208,519
1,113,537
1,162
1,114,699
1,323,218
127,635
Centralia, IL
277,527
351,547
629,074
35,155
1,569,578
632,848
2,202,426
77,759
Flora, IL
232,155
1,121,688
4,087
1,125,775
1,357,930
114,889
Gurnee, IL
1,341,679
951,320
2,292,999
112,953
290,272
857,467
19,450
876,917
1,167,189
90,127
Macomb, IL
85,753
661,375
747,128
66,137
331,622
1,842,994
3,880
1,846,874
2,178,496
196,182
Newton, IL
510,192
1,069,075
2,500
1,071,575
1,581,767
116,051
Northlake, IL
353,337
564,677
4,343
569,020
922,357
58,930
270,180
708,041
978,221
87,022
Greenwood, IN
1,586,786
1,232,818
1,233,980
2,820,766
141,303
Hammond, IN
230,142
132,291
311,647
443,938
31,165
Mishawaka, IN
1,263,680
4,106,900
5,370,580
436,358
South Bend, IN
420,571
2,772,376
3,192,947
340,725
Warsaw, IN
583,174
1,118,270
58,246
1,176,516
1,759,690
142,289
Ackley, IA
202,968
896,444
1,099,412
108,237
Ottumwa, IA
227,562
5,794,123
6,021,685
712,172
Riceville, IA
154,294
742,421
896,715
89,604
Riverside, IA
579,935
1,594,085
2,174,020
179,335
Urbandale, IA
68,172
2,938,611
(85,150)
593,022
2,328,611
2,921,633
331,674
Overland Park, KS
1,053,287
6,141,649
219
6,141,868
7,195,155
652,569
Ekron, KY
95,655
802,880
898,535
90,324
Florence, KY
601,820
1,054,572
1,656,392
105,457
Chalmette, LA
290,396
1,297,684
1,588,080
129,768
Donaldsonville, LA
542,118
2,418,183
31,277
2,449,460
2,991,578
268,445
Franklinton, LA
193,192
925,598
1,118,790
98,345
242,651
2,462,533
2,705,184
271,905
396,560
1,122,737
1,519,297
119,291
F-44
163,258
747,944
911,202
79,469
Harvey, LA
728,822
1,468,688
2,197,510
174,335
Jena, LA
772,878
2,392,129
2,040
774,918
3,167,047
264,131
Jennings, LA
128,158
2,329,137
150,189
2,479,326
2,607,484
269,690
293,726
Pine Grove, LA
238,223
758,573
996,796
80,598
Rayville, LA
310,034
2,365,203
2,675,237
261,158
Roseland, LA
307,331
872,252
1,179,583
92,677
Talisheek, LA
150,802
1,031,214
41,717
1,072,931
1,223,733
113,477
699,157
651,927
1,351,084
65,193
Salisbury, MD
305,215
1,193,870
1,499,085
119,387
Springfield, MA
153,428
826,741
980,169
82,674
735,859
2,489,707
3,225,566
305,980
Belleville, MI
598,203
3,970,176
4,568,379
487,909
Grand Blanc, MI
1,589,886
3,738,477
5,328,363
459,443
Jackson, MI
1,451,971
2,548,436
4,000,407
313,187
Kentwood, MI
939,481
3,438,259
4,377,740
422,555
Lake Orion, MI
1,172,982
2,349,762
3,522,744
288,773
Onaway, MI
17,557
935,308
952,865
107,171
Champlin, MN
307,271
1,602,196
18,429
1,620,625
1,927,896
161,947
North Branch, MN
533,175
533,380
Richfield, MN
2,141,431
613,552
2,754,983
61,355
Bay St. Louis, MS
547,498
2,080,989
2,628,487
229,776
Corinth, MS
504,885
4,540,022
129,132
4,669,154
5,174,039
570,953
189,817
1,340,848
1,530,665
148,052
Southaven, MS
150,931
826,123
977,054
82,612
Waynesboro, MS
243,835
1,205,383
1,449,218
133,094
431,698
1,704,870
2,136,568
191,795
Florissant, MO
733,592
1,961,094
(14,149)
1,946,945
2,680,537
194,783
789,880
384,638
1,174,518
47,268
Liberty, MO
308,470
2,750,231
3,058,701
326,481
Neosho, MO
687,812
1,115,054
1,802,866
125,444
1,311,497
5,462,972
6,774,469
682,845
1,205,257
1,760,658
2,965,915
176,066
Webb City, MO
1,324,146
1,501,744
2,825,890
184,578
Nashua, NH
3,635,953
2,720,644
4,240
2,724,884
6,360,837
335,268
Forked River, NJ
4,227,966
3,991,690
(81,552)
3,910,138
8,138,104
411,725
3,505,805
(2,766,838)
3,193,972
427,134
3,932,939
44,462
1,128,858
1,396,960
2,525,818
145,517
1,682,284
3,527,964
(3,432,691)
95,273
1,777,557
12,466
682,822
Woodland Park, NJ
7,761,801
3,958,902
11,720,703
437,116
Bernalillo, NM
899,770
2,037,465
(78,875)
820,895
2,858,360
251,720
Farmington, NM
4,428,998
Canandaigua, NY
154,996
1,352,174
156
1,352,330
1,507,326
146,470
Catskill, NY
80,524
1,097,609
1,097,765
1,178,289
118,892
Clifton Park, NY
925,613
1,858,613
7,421
1,866,034
2,791,647
186,557
Elmira, NY
43,388
947,627
991,015
94,763
Geneseo, NY
264,795
1,328,115
1,328,271
1,593,066
143,883
Greece, NY
182,916
1,254,678
1,254,834
1,437,750
135,908
Hamburg, NY
520,599
2,039,602
2,560,201
203,960
Latham, NY
373,318
764,382
1,137,700
76,438
N. Syracuse, NY
165,417
452,510
10,034
462,544
627,961
45,941
Niagara Falls, NY
392,301
1,022,745
1,415,046
102,274
100,136
895,792
995,928
97,044
575,463
772,555
1,348,018
77,256
375,721
881,257
1,256,978
88,126
Schenectady, NY
74,387
1,279,967
8,540
1,288,507
1,362,894
139,434
453,006
726,404
1,179,410
72,640
Syracuse, NY
339,207
918,302
1,257,509
91,830
607,053
259,331
866,384
25,933
Tonawanda, NY
94,443
727,373
727,529
821,972
78,783
131,021
576,915
707,936
57,692
W. Seneca, NY
98,194
737,592
835,786
73,759
Williamsville, NY
705,842
488,800
1,194,642
48,880
287,732
518,005
805,737
51,801
526,102
1,955,989
8,699
1,964,688
2,490,790
200,489
Durham, NC
1,787,380
848,986
2,636,366
84,899
108,898
1,769,274
1,878,172
176,927
Greensboro, NC
402,957
1,351,015
1,753,972
135,101
Greenville, NC
541,233
1,403,441
1,944,674
140,344
High Point, NC
252,336
1,024,696
1,277,032
102,470
Kernersville, NC
270,581
966,807
1,237,388
96,681
F-45
Pineville, NC
1,390,592
6,390,201
7,780,793
692,249
Rockingham, NC
245,976
955,579
1,201,555
107,503
Salisbury, NC
572,085
700,288
1,272,373
70,029
Zebulon, NC
160,107
1,077
161,220
Akron, OH
445,299
Bellevue, OH
272,308
1,127,365
62,975
1,190,340
1,462,648
135,519
Canton, OH
981,941
1,076,113
2,058,054
107,611
542,161
1,088,316
1,630,477
108,832
Fairview Park, OH
338,732
400,013
738,745
40,001
5,405,718
Middletown, OH
311,389
1,451,469
1,452,632
1,764,021
166,340
Niles, OH
334,783
798,136
1,132,919
79,814
North Olmsted, OH
544,903
810,840
34,500
845,340
1,390,243
99,124
Warren, OH
208,710
601,092
809,802
60,109
735,534
627
736,161
Youngstown, OH
323,983
989,430
1,313,413
98,943
Broken Arrow, OK
919,176
1,276,754
1,778
1,278,532
2,197,708
143,790
Chickasha, OK
230,000
2,881,525
3,111,525
312,165
Coweta, OK
282,468
803,762
1,086,230
90,423
Midwest City, OK
755,192
5,687,280
5,851
5,693,131
6,448,323
604,938
1,104,085
1,874,359
26,803
1,901,162
3,005,247
192,265
Shawnee, OK
409,190
957,557
1,366,747
95,756
Wright City, OK
38,302
1,010,645
(1,300)
1,009,345
1,047,647
107,078
Hillsboro, OR
4,632,369
7,656,179
12,288,548
893,221
Carlisle, PA
340,349
643,498
983,847
64,350
58,279
833,933
892,212
83,393
Johnstown, PA
1,030,667
8,829
1,039,496
King of Prussia, PA
5,097,320
1,202
5,098,522
Philadelphia, PA
155,212
218,083
373,295
21,808
127,690
122,516
250,206
12,252
927,083
5,126,243
25,347
5,151,590
6,078,673
534,292
1,397,965
1,810
1,399,775
Upper Darby, PA
861,339
85,966
37,671
123,637
984,976
15,278
Wysox, PA
1,668,272
1,699,343
24,395
1,723,738
3,392,010
182,995
Richmond, RI
1,293,932
7,477,281
689,597
8,166,878
9,460,810
986,991
Warwick, RI
687,454
2,108,256
2,795,710
210,826
Greenville, SC
628,081
1,451,481
2,079,562
145,148
Lake City, SC
57,911
932,874
869
933,743
991,654
95,312
Manning, SC
245,546
989,236
989,382
1,234,928
107,164
Mt. Pleasant, SC
555,387
1,042,804
1,598,191
104,280
Myrtle Beach, SC
254,334
149,107
403,441
14,911
709,338
1,618,382
2,327,720
161,838
521,299
809,466
1,330,765
80,947
207,130
827,775
1,034,905
93,122
1,179,566
1,236,591
2,416,157
123,659
Johnson City, TN
181,117
1,232,151
1,413,268
123,215
Beaumont, TX
936,389
2,725,502
21,662
2,747,164
3,683,553
274,581
Donna, TX
962,302
1,620,925
2,583,227
175,566
Fairfield, TX
125,098
970,816
1,095,914
101,127
Groves, TX
596,586
2,250,794
2,847,380
225,079
Humble, TX
173,885
867,347
1,041,232
86,735
Jacksboro, TX
119,147
1,036,482
1,155,629
107,967
Kemah, TX
2,324,774
2,835,597
(44,661)
2,790,936
5,115,710
297,908
Lamesa, TX
66,019
1,493,146
1,559,165
174,194
Live Oak, TX
371,174
1,880,746
2,251,920
211,582
382,643
1,054,911
1,437,554
105,491
Plano, TX
452,721
822,683
1,275,404
82,268
512,094
721,936
1,234,030
72,194
Porter, TX
524,532
1,683,767
566
1,684,333
2,208,865
178,953
Tomball, TX
1,336,029
1,849,554
3,185,583
208,071
Universal City, TX
380,788
1,496,318
1,877,106
149,632
Waxahachie, TX
388,138
792,125
1,180,263
79,212
Willis, TX
406,466
925,047
7,287
932,334
1,338,800
98,966
Logan, UT
914,515
2,774,985
3,689,500
300,623
Christiansburg, VA
520,538
661,780
1,182,318
66,178
Fredericksburg, VA
452,911
1,076,589
1,529,500
107,659
1,112,948
837,542
11,280
848,822
1,961,770
99,644
Hampton, VA
353,242
514,898
868,140
51,490
Louisa, VA
538,246
2,179,541
2,717,787
233,458
Manassas, VA
1,454,278
Virginia Beach, VA
2,142,002
1,154,585
3,296,587
115,459
271,176
3,308,434
3,579,610
330,843
Everett, WA
414,899
811,710
1,226,609
81,171
F-46
Bluefield, WV
287,740
947,287
12,404
959,691
1,247,431
116,980
Green Bay, WI
817,143
1,383,440
2,200,583
138,344
La Crosse, WI
175,551
1,145,438
1,320,989
114,544
Madison, WI
2,475,815
4,249,537
(30,000)
4,219,537
6,695,352
444,513
Mt. Pleasant, WI
208,806
1,173,275
(600)
208,206
1,381,481
117,327
Schofield, WI
533,503
1,071,930
1,605,433
107,193
Sheboygan, WI
331,692
929,092
1,260,784
92,909
338,789
1,119,459
(2,717)
1,116,742
1,455,531
95,468
2019
Attalla, AL
289,473
928,717
1,218,190
79,328
1,400,530
859,880
9,278
869,158
2,269,688
68,394
Blountsville, AL
262,412
816,070
19,389
835,459
1,097,871
69,726
Coffeeville, AL
129,263
864,122
993,385
73,810
Phenix, AL
292,234
1,280,705
1,572,939
122,734
Silas, AL
383,742
1,351,195
1,734,937
115,405
Tuba City, AZ
138,006
1,253,376
531
1,253,907
1,391,913
101,789
851,561
5,582,069
71,485
5,653,554
6,505,115
541,585
Sheridan, AR
124,667
1,070,754
1,195,421
91,327
Trumann, AR
170,957
1,064,039
1,234,996
90,753
Visalia, CA
2,552,353
6,994,518
6,994,802
9,547,155
626,609
Lakewood, CO
3,021,260
6,125,185
57,272
6,182,457
9,203,717
461,196
Rifle, CO
4,427,019
1,599,591
6,026,610
143,188
Danbury, CT
1,095,933
Greenwich, CT
16,350,193
3,076,568
6,540
3,083,108
19,433,301
278,851
Orange, CT
6,881,022
10,519,218
38,848
10,558,066
17,439,088
855,853
Torrington, CT
195,171
1,541,214
26,976
1,568,190
1,763,361
Bear, DE
743,604
657
744,261
Wilmington, DE
2,501,623
2,784,576
5,286,199
260,889
646,629
1,215,458
10,730
1,226,188
1,872,817
122,619
Clearwater, FL
497,216
1,027,192
1,524,408
96,132
Cocoa, FL
2,174,730
Lake Placid, FL
255,339
1,059,913
1,315,252
83,910
746,846
1,805,756
2,552,602
150,480
751,265
2,089,523
2,840,788
194,478
Poinciana, FL
608,450
1,073,714
1,682,164
85,002
Sanford, FL
2,791,684
4,763,063
20,323
4,783,386
7,575,070
398,185
Tavares, FL
736,113
1,849,694
2,585,807
173,414
Wauchula, FL
333,236
1,156,806
1,490,042
115,681
West Palm Beach, FL
2,484,935
2,344,077
4,829,012
195,268
186,767
1,615,510
1,900
1,617,410
1,804,177
151,293
Columbus, GA
336,125
2,497,365
32,240
2,529,605
2,865,730
199,925
714,666
2,137,506
2,852,172
186,917
Dacula, GA
1,280,484
1,716,312
2,996,796
164,420
390,416
1,441,936
1,832,352
135,004
Tucker, GA
374,268
1,652,522
2,026,790
158,307
Chubbuck, ID
1,067,983
5,880,828
6,948,811
575,829
185,310
873,334
1,653,886
2,527,220
161,943
Edwardsville, IL
449,741
1,202,041
1,651,782
112,563
Elk Grove Village, IL
394,567
1,395,659
22,896
1,418,555
1,813,122
117,730
Evergreen Park, IL
5,687,045
18,880,969
24,568,014
1,573,143
Freeport, IL
92,295
1,537,120
1,629,415
124,824
Geneva, IL
644,434
1,213,859
1,858,293
111,270
Greenville, IL
135,642
1,026,006
1,161,648
79,088
Murphysboro, IL
176,281
988,808
1,165,089
86,378
814,666
1,719,410
2,534,076
139,635
Round Lake, IL
325,722
2,669,132
5,756
2,674,888
3,000,610
202,281
Fishers, IN
429,857
621,742
1,051,599
59,563
Gas City, IN
504,378
1,341,890
1,846,268
131,393
149,230
1,002,706
1,151,936
85,648
716,631
1,143,537
1,860,168
107,099
Marion, IN
140,507
898,097
27,530
925,627
1,066,134
69,242
Westfield, IN
594,597
1,260,563
26,425
1,286,988
1,881,585
121,465
Waterloo, IA
369,497
1,265,450
1,634,947
105,382
Concordia, KS
150,440
1,144,639
26,864
1,171,503
1,321,943
87,616
Parsons, KS
203,953
1,073,554
1,277,507
102,762
Pratt, KS
245,375
1,293,871
1,539,246
107,823
Wellington, KS
95,197
1,090,333
1,185,530
88,523
Wichita, KS
1,257,608
5,700,299
355
5,700,654
6,958,262
522,417
Crestwood, KY
670,021
1,096,031
1,105,699
1,775,720
82,867
257,839
3,025,734
266,479
3,292,213
3,550,052
261,951
Grayson, KY
241,857
1,155,603
1,397,460
96,300
Henderson, KY
146,676
958,794
1,105,470
73,907
Leitchfield, KY
303,830
1,062,711
1,366,541
79,703
F-47
Kentwood, LA
327,392
638,214
20,612
658,826
986,218
64,553
565,778
890,034
(110,745)
750,569
594,498
1,345,067
28,822
Bowie, MD
2,840,009
4,474,364
7,314,373
391,396
Eldersburg, MD
563,227
1,855,987
520
1,856,507
2,419,734
150,738
Brockton, MA
3,254,807
8,504,236
105,278
8,609,514
11,864,321
643,068
Ipswich, MA
467,109
967,282
1,434,391
84,542
2,606,990
3,414,474
6,021,464
298,755
Adrian, MI
459,814
1,562,895
38,710
1,601,605
2,061,419
145,846
Allegan, MI
184,466
1,239,762
1,424,228
108,479
1,160,912
4,181,635
1,543,046
5,724,681
6,885,593
440,221
Caro, MI
183,318
1,328,630
1,511,948
107,905
Clare, MI
153,379
1,412,383
11,127
1,423,510
1,576,889
109,629
Cooks, MI
304,340
1,109,838
9,630
1,119,468
1,423,808
83,900
Crystal Falls, MI
62,462
757,276
819,738
64,684
Harrison, MI
59,984
900,901
(25,895)
875,006
934,990
65,794
524,446
1,265,119
1,789,565
100,155
Monroe, MI
501,688
2,651,440
3,153,128
248,374
Plymouth, MI
580,459
1,043,474
47,200
1,090,674
1,671,133
101,759
Spalding, MI
86,973
842,434
929,407
71,958
4,821,073
15,814,475
17,091
15,831,566
20,652,639
1,253,142
Lakeville, MN
1,774,051
6,386,118
114,634
6,500,752
8,274,803
570,831
Longville, MN
30,748
836,277
867,025
71,432
Waite Park, MN
142,863
1,064,736
1,207,599
99,532
Bolton, MS
172,890
831,005
1,003,895
70,982
Bruce, MS
189,929
896,080
1,086,009
83,947
123,385
898,226
1,021,611
84,149
Flowood, MS
638,891
1,308,566
1,947,457
106,264
Houston, MS
170,449
913,763
1,084,212
85,605
393,954
1,169,374
1,563,328
94,959
Michigan City, MS
336,323
963,447
1,299,770
90,263
Pontotoc, MS
174,112
924,043
1,098,155
82,779
Tutwiler, MS
152,108
844,300
996,408
72,117
Fair Play, MO
56,563
642,856
699,419
54,911
1,394,072
2,210,514
3,604,586
207,173
1,647,163
2,256,716
3,903,879
206,866
Grovespring, MO
207,974
823,419
1,031,393
70,334
Hermitage, MO
98,531
833,177
2,600
835,777
934,308
71,346
Madison, MO
199,972
844,901
1,044,873
72,169
Oak Grove, MO
275,293
1,000,150
1,275,443
87,513
Salem, MO
153,713
1,085,494
1,239,207
88,130
South Fork, MO
345,053
1,087,384
1,432,437
92,881
743,673
3,387,981
4,131,654
261,157
Manchester, HN
1,486,550
2,419,269
12,678
2,431,947
3,918,497
192,793
808,886
2,020,221
278
2,020,499
2,829,385
159,953
Lanoka Harbor, NJ
1,355,335
1,052,415
2,407,750
85,382
Paramus, NJ
6,224,221
599,410
6,823,631
634,377
San Ysidro, NM
316,770
956,983
1,273,753
81,742
Hinsdale, NY
353,602
905,350
1,258,952
77,332
Liverpool, NY
1,697,114
3,355,641
24,323
3,379,964
5,077,078
253,345
Malone, NY
413,667
1,035,771
1,449,438
96,926
Vestal, NY
3,540,906
5,610,529
147,000
5,757,529
9,298,435
467,787
Columbus, NC
423,026
1,070,992
1,494,018
86,945
505,574
1,544,177
2,049,751
122,247
Hope Mills, NC
1,522,142
7,906,676
9,428,818
658,765
Stallings, NC
1,481,940
Sylva, NC
450,055
1,351,631
19,487
1,371,118
1,821,173
102,712
Edgeley, ND
193,509
944,881
1,138,390
82,677
1,187,389
2,052,184
3,239,573
175,272
Williston, ND
515,210
1,584,865
2,100,075
135,374
Batavia, OH
601,071
1,125,756
(7,363)
595,681
1,123,783
1,719,464
100,952
186,215
1,343,783
8,491
1,352,274
1,538,489
101,368
357,767
1,423,046
1,780,813
133,233
Conneaut, OH
200,915
1,363,715
7,983
1,371,698
1,572,613
108,510
Hamilton, OH
335,677
1,066,581
1,402,258
97,626
657,358
3,259,449
313,281
3,572,730
4,230,088
300,372
Kenton, OH
191,968
1,290,534
7,723
1,298,257
1,490,225
100,010
Maumee, OH
1,498,739
815,222
295
815,517
2,314,256
79,909
Oxford, OH
912,241
2,566,991
25,001
2,591,992
3,504,233
246,162
West Chester, OH
796,035
814,730
815,390
1,611,425
79,821
395,924
1,173,848
1,569,772
112,377
Ada, OK
336,304
1,234,870
1,571,174
97,761
Bartlesville, OK
451,582
1,249,112
1,700,694
109,125
Bokoshe, OK
47,725
797,175
844,900
69,462
F-48
Lawton, OK
230,834
612,256
843,090
53,401
Whitefield, OK
144,932
863,327
1,008,259
75,541
Cranberry Township, PA
2,066,679
2,049,310
4,115,989
196,332
Ebensburg, PA
551,162
2,023,064
5,689
2,028,753
2,579,915
189,686
Flourtown, PA
1,342,409
2,229,147
3,571,556
218,255
Monaca, PA
449,116
842,901
1,292,017
80,718
Natrona Heights, PA
1,412,247
1,719,447
3,131,694
168,363
North Huntingdon, PA
428,166
1,508,044
1,936,210
144,461
Oakdale, PA
708,623
987,577
68,352
1,055,929
1,764,552
81,972
1,891,985
20,799,223
211,964
21,011,187
22,903,172
1,934,638
1,251,674
3,842,592
5,094,266
312,111
Robinson Township, PA
1,630,648
2,703,381
4,334,029
236,461
Titusville, PA
877,651
2,568,060
3,445,711
229,998
West View, PA
120,349
1,347,706
1,468,055
112,224
York, PA
3,331,496
6,690,968
9,190
6,700,158
10,031,654
599,329
2,783,934
13,228,453
16,012,387
1,267,600
Hampton, SC
215,462
1,050,367
1,265,829
105,037
1,371,226
2,752,440
503,611
3,256,051
4,627,277
302,738
Orangeburg, SC
316,428
1,116,664
1,433,092
99,956
Kadoka, SD
134,528
926,523
1,061,051
81,071
Thorn Hill, TN
115,367
974,925
1,090,292
91,304
Woodbury, TN
154,043
1,092,958
1,247,001
102,465
Burleson, TX
1,396,753
3,312,794
13,864
3,326,658
4,723,411
249,413
Carrizo Springs, TX
337,070
812,963
5,087
818,050
1,155,120
71,459
Garland, TX
773,385
2,587,011
3,360,396
237,143
Kenedy, TX
325,159
954,774
11,255
966,029
1,291,188
72,382
Laredo, TX
1,117,403
2,152,573
48,118
2,200,691
3,318,094
194,343
Lewisville, TX
2,347,993
5,271,935
4,154
5,276,089
7,624,082
516,216
1,420,820
1,858,395
3,279,215
181,968
Wichita Falls, TX
585,664
1,952,988
2,538,652
170,886
Wylie, TX
686,154
1,623,684
2,309,838
155,543
Draper, UT
1,344,025
3,321,208
23,553
3,344,761
4,688,786
250,710
Bristol, VA
996,915
1,374,467
2,371,382
114,539
Gloucester, VA
458,785
1,994,093
2,452,878
166,130
3,549,928
6,096,218
107
6,096,325
9,646,253
495,077
429,613
1,081,015
1,510,628
90,085
744,520
1,249,355
1,993,875
104,113
561,596
1,545,002
2,106,598
128,750
12,618,320
855,793
1,754,228
2,610,021
146,186
Poquoson, VA
330,867
848,105
2,156
850,261
1,181,128
70,824
South Boston, VA
490,590
2,637,385
15,414
2,652,799
3,143,389
209,853
Surry, VA
685,233
994,788
1,680,021
82,899
Williamsburg, VA
1,574,769
2,001,920
(9,200)
1,565,569
3,567,489
166,827
675,861
1,098,464
1,774,325
91,539
Wytheville, VA
206,660
1,248,178
1,454,838
93,613
Ephrata, WA
368,492
4,821,470
18,383
4,839,853
5,208,345
372,861
Charleston, WV
561,767
Ripley, WV
1,042,204
20,422
1,062,626
Black River Falls, WI
278,472
1,141,572
9,519
1,151,091
1,429,563
88,650
Lake Geneva, WI
7,078,726
Menomonee Falls, WI
3,518,493
12,020,248
12,918
12,033,166
15,551,659
1,077,182
Sun Prairie, WI
2,864,563
7,215,614
10,080,177
586,070
West Milwaukee, WI
783,260
3,055,907
16,402
3,072,309
3,855,569
236,539
Adger, AL
189,119
1,222,891
1,412,010
78,978
Dothan, AL
792,626
3,017,431
(31,788)
778,553
2,999,716
3,778,269
145,297
Enterprise, AL
728,934
2,504,283
15,377
2,519,660
3,248,594
183,629
Lanett, AL
597,615
2,264,102
128
2,264,230
2,861,845
132,056
Saraland, AL
838,216
2,709,602
1,275
2,710,877
3,549,093
197,401
Sylacauga, AL
2,181,806
9,940,930
4,330
9,945,260
12,127,066
642,057
Theodore, AL
743,751
2,667,802
3,411,553
188,881
Altheimer, AR
202,235
1,151,471
1,353,706
76,376
Benton, AR
561,085
2,141,511
249,809
2,391,320
2,952,405
126,922
2,271,157
1,324,716
39,069
1,363,785
3,634,942
66,974
Bismarck, AR
129,139
876,127
1,005,266
52,813
Centerton, AR
502,391
2,152,058
249,808
2,401,866
2,904,257
131,977
Elaine, AR
51,248
802,757
854,005
53,218
477,565
942,703
1,420,268
52,973
136,550
638,605
775,155
42,516
Mayflower, AR
708,465
448,741
80,635
529,376
1,237,841
26,051
Mena, AR
1,459,039
Pine Bluff, AR
195,689
1,102,338
3,250
1,105,588
1,301,277
75,899
279,293
1,290,094
7,236
1,297,330
1,576,623
85,720
F-49
548,495
5,834,876
6,383,371
352,272
Sparkman, AR
80,956
720,376
801,332
41,962
West Helena, AR
93,907
885,680
21,923
907,603
1,001,510
59,068
Coolidge, AZ
252,228
1,164,641
11,720
1,176,361
1,428,589
73,070
761,177
1,600,925
11,257
1,612,182
2,373,359
83,864
Phoenix, AZ
11,641,459
7,261,072
18,902,531
438,555
3,267,761
6,624,814
383,141
7,007,955
10,275,716
349,238
Yuma, AZ
840,427
5,489,179
577
5,489,756
6,330,183
342,960
5,052,648
29,919
5,082,567
253,941
Antioch, CA
3,369,667
6,952,571
10,322,238
405,468
Calexico, CA
937,091
22,274
959,365
Hawthorne, CA
7,297,568
5,841,964
1,750
5,843,714
13,141,282
328,544
Napa, CA
5,287,831
13,608,836
650
13,609,486
18,897,317
850,391
Palmdale, CA
2,159,541
6,648,091
6,648,577
8,808,118
456,916
Quincy, CA
315,559
1,597,973
1,913,532
109,611
605,988
4,898,500
5,504,488
316,289
10,668,451
27,033
10,695,484
San Francisco, CA
7,234,677
748,185
19,918
768,103
8,002,780
39,820
Signal Hill, CA
8,490,622
6,714,882
15,205,504
489,627
Stockton, CA
961,910
3,310,275
16,203
3,326,478
4,288,388
166,220
Broomfield, CO
708,881
965,675
7,993
973,668
1,682,549
48,633
Cortez, CO
177,422
1,594,274
9,852
1,604,126
1,781,548
80,145
La Junta, CO
187,988
823,735
1,011,723
56,382
Pueblo, CO
235,805
1,568,540
1,804,345
98,034
Newington, CT
403,932
1,915,897
51,469
1,967,366
2,371,298
135,980
Old Saybrook, CT
443,801
3,497,920
74
3,497,994
3,941,795
196,613
Stafford Springs, CT
1,230,939
7,075,776
8,306,715
398,012
Davenport, FL
721,966
1,435,651
2,157,617
107,674
Deerfield Beach, FL
1,963,542
514,491
2,478,033
30,982
Labelle, FL
489,345
2,754,977
3,244,322
166,346
2,060,445
15,405
2,075,850
Leesburg, FL
708,698
541,993
549,986
1,258,684
27,449
Madison, FL
171,150
619,660
6,567
626,227
797,377
41,562
4,558,262
7,261,682
11,819,944
483,982
Panama City, FL
830,080
856,243
1,686,323
64,211
379,154
969,254
977,247
1,356,401
48,812
Port St. Lucie, FL
670,030
1,664,571
2,334,601
117,782
Punta Gorda, FL
615,829
1,921,751
2,537,580
140,128
Sebring, FL
1,986,013
15,406
2,001,419
1,301,719
1,233,030
2,534,749
92,477
1,241,406
1,356,081
1,356,101
2,597,507
98,882
311,920
1,278,107
1,590,027
85,143
248,888
1,445,530
1,694,418
96,310
898,015
5,713,749
6,611,764
354,178
238,633
968,812
1,207,445
64,581
Cairo, GA
237,315
1,040,643
1,277,958
78,048
Dallas, GA
235,642
1,134,202
14,690
1,148,892
1,384,534
57,395
533,512
1,709,449
2,242,961
92,595
Flowery Branch, GA
1,253,091
(2,000)
1,251,091
Jesup, GA
155,604
864,415
1,020,019
57,549
Lawrenceville, GA
852,136
1,633,580
2,485,716
119,115
Lithia Springs, GA
3,789,145
7,881,640
11,670,785
492,498
Moultrie, GA
150,752
868,415
1,019,167
57,815
Quitman, GA
407,661
1,125,845
1,533,506
84,438
749,834
1,802,814
277
1,803,091
2,552,925
108,840
3,502,278
4,132,018
429,779
4,561,797
8,064,075
262,267
George, IA
283,785
942,785
1,226,570
70,708
Graettinger, IA
154,261
933,746
1,088,007
70,030
Alexis, IL
425,656
1,237,404
1,663,060
90,226
2,780,722
2,305,569
5,086,291
129,562
424,932
4,223,123
4,648,055
237,429
596,808
1,415,648
2,012,456
79,510
932,560
2,553,809
7,273
2,561,082
3,493,642
128,001
East Alton, IL
113,457
1,422,573
1,536,030
88,813
Fairfield, IL
198,833
1,180,242
6,975
1,187,217
1,386,050
61,747
Grayslake, IL
478,307
1,131,061
1,609,368
72,922
Homewood, IL
1,224,131
10,005,811
24,941
10,030,752
11,254,883
667,458
Kankakee, IL
107,139
1,185,653
1,292,792
64,142
Manteno, IL
71,681
1,213,963
37,938
1,251,901
1,323,582
62,356
Oswego, IL
373,727
2,715,101
16,092
2,731,193
3,104,920
136,458
Rockton, IL
367,154
1,526,399
1,893,553
76,320
Elkhart, IN
173,631
972,629
7,992
980,621
1,154,252
48,981
Franklin, IN
979,332
1,548,523
26,567
1,575,090
2,554,422
78,395
F-50
251,149
1,550,984
1,802,133
80,763
Noblesville, IN
259,582
1,611,431
1,871,013
117,500
Peru, IN
202,110
1,501,247
1,703,357
93,828
Rockville, IN
436,457
1,601,972
(75,085)
1,526,887
1,963,344
76,789
Derby, KS
440,419
2,367,428
2,807,847
137,963
Independence, KS
200,329
1,426,975
1,351,890
1,552,219
68,039
Shwanee, KS
2,594,271
2,766,524
5,360,795
172,810
834,377
2,338,612
3,172,989
146,065
2,031,526
1,974,595
4,006,121
123,314
1,194,939
2,062,020
3,256,959
128,778
2,171,260
2,235,093
4,406,353
139,693
Louisa, KY
242,391
1,177,975
1,184,950
1,427,341
64,112
Louisville, KY
2,185,678
3,081,512
11,400
3,092,912
5,278,590
231,332
208,346
621,820
830,166
37,509
Amite City, LA
264,208
930,655
7,080
937,735
1,201,943
54,462
377,270
1,225,020
1,602,290
89,148
Denham Springs, LA
398,006
1,484,613
1,882,619
86,578
Dequincy, LA
288,426
969,725
1,258,151
58,588
Gibson, LA
414,855
1,252,765
4,509
1,257,274
1,672,129
80,985
Gonzales, LA
688,032
2,457,035
2,706,843
3,394,875
143,948
Hammond, LA
367,215
2,243,382
2,493,191
2,860,406
123,093
Laplace, LA
1,971,887
8,537,415
10,509,302
569,024
Springhill, LA
438,507
2,335,035
14,125
2,349,160
2,787,667
117,715
Dorchester, MA
4,815,990
923,841
13,041
936,882
5,752,872
48,664
East Wareham, MA
590,052
1,525,359
8,780
1,534,139
2,124,191
79,744
Pittsfield, MA
4,127,428
5,087,945
Taunton, MA
1,005,673
8,352,646
9,358,319
626,448
Aberdeen, MD
758,616
1,712,723
2,471,339
128,454
3,031,879
36,709
3,068,588
Cockeysville, MD
2,209,572
20,283
2,229,855
Hagerstown, MD
1,009,779
1,285,162
2,294,941
93,710
Owings Mills, MD
2,154,954
3,017,368
25,391
3,042,759
5,197,713
170,444
Augusta, ME
1,627,817
Benton Harbor, MI
385,355
1,090,802
1,098,794
1,484,149
54,890
Cedar Springs, MI
346,310
1,907,232
2,253,542
95,362
Grayling, MI
277,355
521,492
925
799,772
32,487
Hart, MI
1,336,141
1,294,095
2,630,236
88,709
Holland, MI
108,733
1,773,459
1,882,192
133,009
Howell, MI
601,610
1,491,797
300
1,492,097
2,093,707
96,203
Jonesville, MI
1,171,853
8,871,307
10,043,160
591,287
1,315,043
9,131,436
1,000
9,132,436
10,447,479
513,419
Omer, MI
165,126
828,778
993,904
60,431
Owosso, MI
299,521
2,240,764
2,540,285
168,057
Taylor, MI
338,092
1,017,043
1,355,135
57,042
Traverse City, MI
337,556
3,980,018
(48,115)
3,931,903
4,269,459
212,978
Apple Valley, MN
814,086
2,665,167
3,479,253
144,293
Blaine, MN
497,750
2,998,249
3,006,242
3,503,992
150,262
Chanhassen, MN
1,664,359
11,222
1,675,581
Glyndon, MN
131,845
853,575
985,420
64,017
Hill City, MN
66,391
996,428
1,062,819
74,731
Holdingford, MN
276,722
1,078,003
1,354,725
80,849
Ottertail, MN
209,929
897,043
208,929
1,105,972
67,277
Arnold, MO
846,894
2,392,044
2,400,037
3,246,931
119,952
Leeton, MO
192,069
1,109,261
1,301,330
71,640
367,591
4,348,251
4,715,842
262,455
Northmoor, MO
551,491
1,723,994
2,275,485
104,068
Platte City, MO
766,613
2,501,154
21,647
2,522,801
3,289,414
125,866
Richmond Heights, MO
3,305,260
2,531,065
5,836,325
158,192
Sheldon, MO
168,799
1,017,992
1,186,791
65,745
Thayer, MO
685,788
1,968,043
29,506
1,997,549
2,683,337
131,660
Union, MO
270,233
1,041,690
1,311,923
62,872
526,657
1,575,241
2,101,898
88,493
1,625,494
6,417,821
7,430
6,425,251
8,050,745
410,091
759,912
2,383,348
3,143,260
133,975
Gore Springs, MS
188,141
951,645
48,115
999,760
1,187,901
65,463
Greenwood, MS
150,855
903,459
1,054,314
59,842
137,312
1,154,001
71,962
Grenada, MS
187,855
947,888
1,135,743
62,804
597,617
2,692,177
2,693,452
3,291,069
196,100
Madison, MS
1,437,048
6,194,546
7,631,594
348,376
Oxford, MS
547,606
993,807
1,001,799
1,549,405
50,040
259,300
864,055
21,464
885,519
1,144,819
51,145
F-51
Wiggins, MS
639,466
2,563,263
2,563,391
3,202,857
149,507
Asheville, NC
5,132,913
17,171
5,150,084
Atlantic Beach, NC
261,338
1,156,375
1,417,713
67,362
Beaufort, NC
375,437
1,417,587
1,793,024
82,600
Boone, NC
4,795,569
9,543,185
31,453
9,574,638
14,370,207
696,140
Buxton, NC
209,947
1,186,030
1,395,977
69,092
Cary, NC
253,081
1,018,159
1,271,240
60,005
Chapel Hill, NC
22,437,345
(788,369)
21,648,976
978,304
1,328,283
2,306,587
91,206
952,393
1,398,319
2,350,712
99,048
Dallas, NC
309,847
1,008,936
1,318,783
62,973
229,232
1,169,836
1,399,068
68,148
Elkin, NC
1,884,674
10,255
1,894,929
2,187,163
Elm City, NC
447,081
1,401,379
1,848,460
81,654
Emerald Isle, NC
316,187
1,125,842
1,442,029
65,581
4,398,922
10,142,102
30,452
10,172,554
14,571,476
739,909
Garner, NC
216,566
1,170,660
1,387,226
68,196
Goldsboro, NC
246,160
1,227,984
1,474,144
71,540
243,355
1,135,304
1,378,659
66,133
272,962
1,126,017
1,398,979
65,592
161,533
1,095,964
1,257,497
63,839
Harkers Island, NC
964,627
2,109,360
3,073,987
123,046
405,135
1,122,908
21,707
1,144,615
1,549,750
65,526
3,213,710
10,021,579
13,235,289
563,567
295,296
1,426,015
22,196
1,448,211
1,743,507
71,956
Kinston, NC
358,915
1,016,305
1,375,220
59,284
Knotts Island, NC
129,285
1,232,265
1,361,550
71,882
Morehead City, NC
201,436
934,453
1,135,889
54,510
Randleman, NC
1,368,987
8,954,905
8,985,357
10,354,344
653,342
1,834,106
19,174
1,853,280
Rocky Mount, NC
305,766
1,114,117
1,419,883
64,990
206,675
960,873
1,167,548
56,051
990,303
1,019,025
1,027,018
2,017,321
51,301
Salter Path, NC
245,172
1,012,413
1,257,585
59,057
Smithfield, NC
270,560
1,201,146
1,471,706
70,067
1,776,968
12,026,284
6,069
12,032,353
13,809,321
827,000
Waves, NC
320,928
1,092,703
1,413,631
63,741
Waxhaw, NC
679,943
2,377,641
430
2,378,071
3,058,014
128,723
Winston Salem, NC
232,299
1,069,191
663
232,962
1,302,153
62,369
Winston-Salem, NC
282,142
1,316,279
12,095
1,328,374
1,610,516
66,343
312,123
1,271,222
1,583,345
74,155
Stanley, ND
346,030
3,299,205
3,310,605
3,656,635
227,051
Lebanon, NH
694,609
3,892,685
61,494
3,954,179
4,648,788
261,449
Budd Lake, NJ
2,771,964
20,750
2,792,714
Fairfield, NJ
2,358,323
24,454
2,382,777
Paterson, NJ
Clovis, NM
74,256
943,641
11,851
955,492
1,029,748
49,646
Albany, NY
539,308
1,123,766
1,663,074
65,444
Bemus Point, NY
49,293
980,218
(53,367)
926,851
976,144
59,551
Candor, NY
271,132
1,012,522
959,155
1,230,287
61,603
Conklin, NY
247,429
939,529
886,162
1,133,591
57,041
Greene, NY
449,997
1,173,666
1,623,663
73,342
526,596
561,841
566,732
1,093,328
28,306
Masonville, NY
222,228
1,059,364
1,281,592
66,199
Medford, NY
1,211,908
3,751,279
3,751,353
4,963,261
210,865
Mount Upton, NY
152,379
918,162
1,070,541
57,385
Olean, NY
1,224,360
12,197,768
181,275
12,379,043
13,603,403
850,392
Pompey, NY
774,544
1,437,312
2,211,856
89,832
Ripley, NY
110,279
756,748
867,027
47,297
2,391,104
13,146,442
560
13,147,002
15,538,106
739,296
1,432,858
6,115,247
7,548,105
420,209
Wainscott, NY
4,544,060
4,084,794
8,628,854
280,696
Watertown, NY
523,013
1,323,771
17,365
1,341,136
1,864,149
74,746
Boardman, OH
483,754
1,817,047
2,300,801
109,720
Carrollton, OH
251,046
1,593,367
1,844,413
109,299
Chillicothe, OH
760,959
10,507,546
11,268,505
722,222
Cincinnati, OH
381,550
1,651,643
2,033,193
99,727
1,689,259
6,937,214
8,626,473
463,243
Defiance, OH
127,517
1,407,734
1,332,649
1,460,166
67,077
Dunkirk, OH
230,958
1,069,772
4,508
1,074,280
1,305,238
69,213
Hudson, OH
548,279
763,934
768,825
1,317,104
38,411
Mason, OH
4,470,714
11,479,943
7,630
11,487,573
15,958,287
669,829
Massillon, OH
118,153
1,177,205
1,185,197
1,303,350
59,210
F-52
Mayfield Heights, OH
696,965
987,268
992,159
1,689,124
49,577
Oregon, OH
4,915,676
11,980,299
16,895,975
648,791
Parma, OH
1,292,437
9,410
(1)
1,301,846
8,645,091
30,638
8,675,729
4,950,900
8,979,618
13,930,518
486,333
Westerville, OH
946,988
1,786,197
1,791,088
2,738,076
89,524
690,653
1,402,190
832,471
2,234,661
2,925,314
105,068
Checotah, OK
151,906
862,730
11,275
874,005
1,025,911
59,849
507,204
3,969,937
4,477,141
247,989
Moore, OK
1,649,938
1,480,239
1,488,232
3,138,170
74,362
356,795
1,349,469
1,706,264
81,471
Eugene, OR
4,253,602
7,543,456
11,797,058
424,225
Seaside, OR
376,612
5,093,532
2,615
5,096,147
5,472,759
318,302
Bristol, PA
1,201,361
9,382
1,210,743
Lawrence Township, PA
225,955
1,552,979
16,800
1,569,779
1,795,734
101,417
Nescopeck, PA
428,452
1,362,404
1,790,856
82,312
New Milford, PA
206,824
1,139,407
1,143,916
1,350,740
73,710
Orangeville, PA
201,441
1,065,583
1,267,024
59,939
Port Trevorton, PA
143,540
955,027
959,535
1,103,075
61,802
Tobyhanna, PA
181,003
1,066,380
1,070,889
1,251,892
68,994
Wellsboro, PA
165,062
1,091,790
1,256,852
54,589
Whitehall, PA
1,139,318
2,964,839
526,241
3,491,080
4,630,398
265,327
Chapin, SC
237,432
1,540,336
1,777,768
92,932
Clemson, SC
501,288
1,898,545
6,845
1,905,390
2,406,678
126,763
1,233,052
5,532,637
6,765,689
380,129
354,953
1,670,857
2,025,810
93,913
Greer, SC
426,062
1,800,058
29,426
1,829,484
2,255,546
131,708
Irmo, SC
274,327
729,177
1,003,504
41,016
858,941
1,377,893
2,236,834
100,471
389,784
915,150
923,143
1,312,927
46,107
Pageland, SC
305,018
2,185,114
24,897
2,210,011
2,515,029
114,748
Vermillion, SD
182,981
1,352,667
186,311
1,538,978
1,721,959
99,998
Yankton, SD
197,328
985,756
993,749
1,191,077
49,637
Cleveland, TN
1,060,966
1,508,917
2,569,883
110,025
Henderson, TN
109,252
705,187
814,439
39,613
Kimball, TN
1,509,366
11,782,512
13,291,878
736,194
4,110,394
12,554,772
865
12,555,637
16,666,031
784,548
210,544
1,396,261
1,606,805
78,421
Lakeland, TN
237,682
795,446
1,033,128
44,690
Nashville, TN
556,406
980,902
1,537,308
69,389
355,577
1,331,745
1,687,322
80,400
Seymour, TN
187,929
1,302,250
1,490,179
78,598
Tullahoma, TN
1,206,870
9,840,853
12,758
9,853,611
11,060,481
513,087
Belton, TX
587,479
2,228,889
2,816,368
120,658
Comanche, TX
93,935
1,213,190
1,307,125
90,989
Conroe, TX
1,227,703
4,880
1,232,583
Converse, TX
1,425,000
471,349
1,896,349
28,307
200,802
1,642,854
8,674
1,651,528
1,852,330
85,796
Cuero, TX
361,553
2,937,261
3,298,814
165,165
Dayton, TX
167,367
1,222,272
11,342
1,233,614
1,400,981
61,517
Devine, TX
307,379
1,194,057
1,501,436
67,166
El Paso, TX
5,085,368
9,188,052
33,706
9,221,758
14,307,126
613,241
Euless, TX
802,881
1,599,698
2,402,579
99,981
Gonzales, TX
382,828
2,667,952
3,050,780
150,012
Harker Heights, TX
659,665
863,417
1,523,082
48,567
1,564,673
806,551
12,204
818,755
2,383,428
41,028
231,002
2,423,937
197,852
2,621,789
2,852,791
144,596
Houston, TX
5,229,809
6,223,821
22,179
6,246,000
11,475,809
372,151
812,409
2,365,951
3,178,360
133,021
835,464
5,596
17,094
858,154
595,712
2,044,118
(83,862)
511,850
2,555,968
131,916
La Feria, TX
44,473
1,170,246
1,177,221
1,221,694
63,693
Lake Jackson, TX
898,275
1,791,093
1,799,085
2,697,360
89,904
1,033,074
1,746,113
2,779,187
109,132
332,773
933,072
937,963
1,270,736
46,868
1,884,836
5,897,417
38,387
5,935,804
7,820,640
296,503
Mansfield, TX
1,116,200
1,554,255
1,562,247
2,678,447
78,062
Mckinney, TX
2,304,155
1,862,729
1,870,722
4,174,877
93,486
Rhome, TX
477,504
2,267,040
21,819
2,288,859
2,766,363
114,282
Saginaw, TX
318,799
734,538
1,020
735,558
1,054,357
41,265
San Antonio, TX
947,884
884,952
892,945
1,840,829
44,597
Terrell, TX
1,065,186
3,244,273
4,309,459
243,320
789,415
1,258,695
1,266,687
2,056,102
63,284
F-53
Weslaco, TX
921,078
2,179,132
(36,040)
2,143,092
3,064,170
109,174
1,386,391
1,793,944
1,801,937
3,188,328
90,047
Chester, VA
389,357
37,083
426,440
Galax, VA
160,074
1,185,312
32,976
1,218,288
1,378,362
62,509
Henrico, VA
439,174
1,681,279
36,356
1,717,635
2,156,809
87,048
Lynchburg, VA
241,396
890,833
12,096
902,929
1,144,325
45,071
Burlington, WI
1,121,515
3,220,272
3,228,265
4,349,780
161,363
Germantown, WI
617,945
1,199,846
1,207,839
1,825,784
60,342
Minocqua, WI
2,866,258
680
2,866,938
3,093,836
155,155
1,705,035
14,386,315
16,091,350
809,084
Portage, WI
800,764
3,052,566
17,060
3,069,626
3,870,390
178,342
Vienna, WV
141,299
1,283,342
1,424,641
96,251
Cheyenne, WY
884,988
2,104,537
210,758
2,315,295
3,200,283
111,070
Gadsden, AL
1,516,549
18,095
1,534,644
Jasper, AL
733,824
5,508,628
6,242,452
172,075
Pelham, AL
919,330
2,327,831
3,247,161
111,542
121,550
1,211,283
14,505
1,225,788
1,347,338
30,554
2,278,930
1,199,562
3,478,492
52,466
345,738
1,279,134
9,749
1,288,883
1,634,621
32,161
2,050,887
1,527,796
3,578,683
57,153
Springdale, AR
1,331,671
1,696,714
3,028,385
56,541
Avondale, AZ
399,574
2,237,087
12,740
2,249,827
2,649,401
56,166
Winslow, AZ
375,135
999,436
1,374,571
37,381
Colton, CA
2,917,244
6,274,140
6,274,355
9,191,599
300,604
904,398
904,613
Elk Grove, CA
1,692,244
3,387,901
5,080,145
162,337
Pleasant Hill, CA
17,618,136
Sacramento, CA
2,962,751
14,367,331
4,194
14,371,525
17,334,276
389,083
Van Nuys, CA
10,821,454
6,196,785
118,897
6,315,682
17,137,136
159,795
Silverthorne, CO
4,368,862
6,781,801
43,386
6,825,187
11,194,049
170,440
Colchester, CT
503,706
5,280,982
5,784,688
220,041
2,155,182
2,723,325
3,000
2,726,325
4,881,507
97,759
Stratford, CT
993,610
6,285,488
7,279,098
196,371
Wallingford, CT
4,598,776
19,587,021
2,205
19,589,226
24,188,002
693,604
13,491,385
4,628,672
1,939
4,630,611
18,121,996
127,156
Bridgeville, DE
2,496,605
Daytona Beach, FL
3,248,529
2,949,873
7,123,762
1,835
7,125,597
10,075,470
207,662
691,891
1,034,268
3,926
1,038,194
1,730,085
48,744
Hialeah, FL
4,971,380
5,191
4,976,571
804,622
3,907,841
285
3,908,126
4,712,748
150,534
545,581
1,461,745
2,007,326
72,873
1,072,558
756,285
1,828,843
32,965
422,211
2,372,216
2,794,427
74,072
Naples, FL
1,453,431
1,190,857
8,035,701
10,505,521
25,022
10,530,543
18,566,244
328,289
1,039,722
Pembroke Pines, FL
2,285,774
1,178,923
922,936
2,101,859
30,749
439,430
1,046,780
Yulee, FL
2,262,371
7,246,236
9,508,607
271,161
Athens, GA
68,943
6,048,020
28,018
6,076,038
6,144,981
239,912
933,105
1,460,129
136
1,460,265
2,393,370
54,136
347,441
2,622,249
12,604
2,634,853
2,982,294
65,793
Dublin, GA
217,337
605,199
822,536
18,912
Gray, GA
148,268
1,074,924
1,223,192
44,761
Jefferson, GA
527,074
931,010
932,845
1,459,919
27,093
Jonesboro, GA
344,270
1,576,064
11,550
1,587,614
1,931,884
42,850
Kingsland, GA
185,047
2,599,400
2,784,447
86,573
1,177,865
1,833,593
3,011,458
87,860
Rome, GA
1,380,532
Stockbridge, GA
278,080
1,479,158
1,481,658
1,759,738
37,026
Thomson, GA
257,455
1,291,280
14,424
1,305,704
1,563,159
32,552
Centerville, IA
182,203
2,115,086
2,297,289
83,549
902,749
Mason City, IA
869,564
3,270,795
62,238
3,333,033
4,202,597
133,873
229,425
1,558,507
1,787,932
55,177
Bloomingdale, IL
5,377,240
9,661,090
15,038,330
422,429
239,089
1,826,238
2,065,327
64,659
Bourbonnais, IL
1,593,823
1,525,782
1,527,617
3,121,440
41,322
Carbondale, IL
496,342
1,025,021
8,125
1,033,146
1,529,488
34,309
F-54
Champaign, IL
3,112,523
4,504,390
7,616,913
140,510
Charleston, IL
2,650,341
25,533
2,675,874
698,854
1,412,178
2,111,032
67,528
Coal City, IL
453,744
1,080,622
1,534,366
47,104
East Dundee, IL
1,567,806
East Peoria, IL
2,404,155
2,429,688
Hampshire, IL
3,866,229
3,868,064
2,089,500
2,091,335
Joliet, IL
536,897
3,011,274
3,548,171
137,647
Lakemoor, IL
987,967
Lombard, IL
5,480,904
5,482,739
Mount Prospect, IL
885,540
934
886,474
Naperville, IL
3,973,788
12,799,047
16,772,835
399,593
563,262
1,471,698
2,034,960
64,154
Romeoville, IL
4,835,683
48,712
4,884,395
Schiller Park, IL
2,585,445
21,801
2,607,246
Sheffield, IL
217,455
998,824
2,249
1,001,073
1,218,528
27,066
South Chicago Heights, IL
205,849
1,452,724
1,658,573
51,431
648,899
3,916,025
2,359
3,918,384
4,567,283
106,022
985,408
2,746,744
3,246,744
4,232,152
87,623
Streator, IL
203,924
1,040,180
1,042,429
1,246,353
28,186
Westchester, IL
296,452
1,252,538
1,548,990
41,751
Westmont, IL
2,284,013
8,912,960
11,196,973
408,150
Bedford, IN
239,065
956,272
958,521
1,197,586
25,914
Brownsburg, IN
329,868
3,033,286
3,363,154
145,345
329,123
1,521,763
10,771
1,532,534
1,861,657
41,390
Granger, IN
406,211
1,459,388
1,865,599
60,808
362,907
2,710,927
3,073,834
95,992
298,258
1,193,243
12,753
1,205,996
1,504,254
32,522
Kiowa, KS
20,642
1,469,150
31,316
1,500,466
1,521,108
43,382
Liberal, KS
418,695
6,919,579
7,338,274
245,048
Manhattan, KS
1,419,099
1,420,934
Merriam, KS
1,688,893
6,844,926
8,533,819
299,318
1,716,439
10,797,925
25,114
10,823,039
12,539,478
270,419
695,883
1,918,101
339
1,918,440
2,614,323
87,632
1,041,287
1,521,346
2,562,633
47,426
Clinton, LA
164,982
1,057,099
1,222,081
50,653
Independence, LA
273,598
1,022,901
19,305
1,042,206
1,315,804
25,935
976,288
2,744,759
3,721,047
125,636
Pineville, LA
136,853
1,307,116
1,443,969
63,001
Walker, LA
90,393
1,383,507
Abington, MA
8,465,529
Fall River, MA
721,506
5,380,883
6,102,389
223,957
1,514,648
16,947,554
18,462,202
564,902
4,451,982
1,393,361
2,819,672
12,398
2,832,070
4,225,431
76,589
Baltimore (Gwynn Oak), MD
1,225,061
Bel Air, MD
499,309
Dundalk, MD
746,235
1,564,948
2,311,183
78,033
Battle Creek, MI
101,794
1,083,512
1,185,306
40,403
271,928
1,143,856
1,145,691
1,417,619
30,993
925,205
5,848,684
28,274
5,876,958
6,802,163
233,201
Lansing, MI
7,204,001
409
7,204,410
4,285,184
822
4,286,006
Okemos, MI
4,607,749
5,825,877
10,433,626
230,474
285,004
896,731
8,898
905,629
1,190,633
22,585
1,859,019
855,000
1,267,920
351,559
1,619,479
2,474,479
35,768
Sterling Heights, MI
484,463
2,991,098
99,795
3,090,893
3,575,356
127,570
403,176
1,862,968
2,266,144
69,765
Brooklyn Park, MN
2,386,951
2,002,599
4,389,550
91,786
Burnsville, MN
588,062
1,977,978
19,419
1,997,397
2,585,459
49,814
Fridley, MN
4,775,640
12,102
4,787,742
1,566,580
2,730,817
4,297,397
125,081
Oakdale, MN
4,800,338
12,814,387
17,614,725
560,378
Savage, MN
1,470,298
1,283,392
2,753,690
58,741
California, MO
62,996
1,479,867
1,542,863
61,593
Marshfield, MO
795,252
4,724,969
5,520,221
196,658
Pevely, MO
724,554
1,130,540
1,855,094
51,768
Sugar Creek, MO
488,219
1,038,408
1,526,627
43,198
Byhalia, MS
150,179
1,417,039
4,402
1,421,441
1,571,620
38,420
Byram, MS
5,279,846
10,832,879
16,112,725
428,668
Vicksburg, MS
705,202
825,075
1,530,277
25,688
F-55
Sidney, MT
190,517
3,935,720
4,126,237
122,922
1,972,755
810,927
1,344,585
Denver, NC
199,637
1,323,072
1,522,709
52,348
188,155
702,254
890,409
27,774
545,483
2,714,833
3,260,316
130,086
261,641
1,033,980
73,894
1,107,874
1,369,515
54,162
Hickory, NC
417,127
1,548,699
1,550,534
1,967,661
45,154
367,561
1,427,032
75,554
1,502,586
1,870,147
73,870
Holly Springs, NC
1,298,760
996,275
1,200,518
1,024,340
1,405,020
1,611,871
Mt. Airy, NC
188,167
1,318,013
112,926
1,430,939
1,619,106
41,231
1,073,746
6,186,151
6,965
6,193,116
7,266,862
309,438
742,521
1,547,361
2,289,882
48,355
1,387,879
Bottineau, ND
680,781
2,851,784
22,313
2,874,097
3,554,878
77,647
Blair, NE
65,927
1,171,950
1,237,877
38,963
Crete, NE
283,765
4,583,875
4,585,710
4,869,475
133,635
Valentine, NE
30,526
1,276,252
1,278,752
1,309,278
34,581
Wayne, NE
24,660
1,211,103
1,235,763
40,268
Hooksett, NH
2,474,821
3,660,471
Bellmawr, NJ
3,517,630
East Hanover, NJ
2,424,060
153
2,424,213
6,185,969
6,748,014
6,748,167
12,934,136
312,374
Eatontown, NJ
4,073,886
Elizabeth, NJ
1,389,441
Hammonton, NJ
4,231,954
Lawrenceville, NJ
19,909
12,118
1,111,855
50,766
North Plainfield, NJ
1,189,310
1,655,062
2,844,372
72,321
Parsippany, NJ
4,683,017
896,104
1,977,903
2,874,007
74,171
20,901,499
(76,427)
20,813,396
11,676
20,825,072
389
Pennsauken, NJ
3,731,685
Randolph, NJ
3,550,608
Upper Deerfield, NJ
194,607
1,729,659
12,085
1,741,744
1,936,351
57,864
Whippany, NJ
3,557,958
Woodbine, NJ
354,591
1,545,735
1,900,326
77,072
Woodbridge, NJ
737,212
2,644,765
3,381,977
116,157
Albuquerque, NM
2,812,052
433,221
1,163,623
1,596,844
43,500
698,506
3,183,377
22,723
3,206,100
3,904,606
86,641
Espanola, NM
5,630,895
5,632,730
Kingston, NY
515,184
3,795,511
73,085
3,868,596
4,383,780
121,909
New Rochelle, NY
14,519,339
21,244,741
35,764,080
842,929
353,653
6,062,345
6,415,998
265,041
North Babylon, NY
2,090,724
14,920
2,105,644
Plattsburgh, NY
161,089
2,240,530
9,797
2,250,327
2,411,416
70,200
1,097,316
7,362,973
8,460,289
321,773
Scarsdale, NY
886,492
1,108,577
1,995,069
34,562
Wappingers Falls, NY
595,962
3,792,944
4,388,906
158,039
Bedford, OH
222,469
1,643,801
1,866,270
54,614
289,416
1,625,007
1,629,409
1,918,825
44,053
Chesapeake, OH
314,084
2,102,730
96,500
2,199,230
2,513,314
103,870
1,009,008
Dayton, OH
168,736
1,738,910
1,907,646
54,225
1,445,514
5,043,700
144,115
5,187,815
6,633,329
137,292
Gallipolis, OH
818,390
2,159,967
2,978,357
103,396
Geneva, OH
193,381
1,317,460
1,510,841
43,789
Groveport, OH
386,687
1,166,510
668
1,167,178
1,553,865
48,473
1,030,560
1,152,478
1,041,080
707,910
707,842
F-56
1,428,428
Mentor, OH
484,808
2,222,441
10,947
2,233,388
2,718,196
55,766
Milford Center, OH
193,215
924,186
12,484
936,670
1,129,885
23,339
New Lexington, OH
670,811
2,171,553
2,842,364
103,951
Octa, OH
3,303,590
3,305,425
Pataskala, OH
626,985
1,071,479
1,698,464
35,624
1,986,486
(38,413)
1,948,074
Rocky River, OH
4,045,087
2,151,951
20,215
2,172,166
1,372,577
1,392,792
Sidney, OH
45,594
1,562,442
1,608,036
51,990
Streetsboro, OH
199,026
975,438
986,385
1,185,411
24,591
4,839,262
6,842,158
11,681,420
270,702
Urbana, OH
4,690,277
6,963,348
11,653,625
275,499
Winchester, OH
259,544
1,236,805
1,241,207
1,500,751
33,539
Atoka, OK
335,303
3,504,781
3,840,084
109,455
Stillwater, OK
501,114
3,252,177
3,753,291
101,546
Tillamook, OR
1,491,707
5,261,299
6,753,006
197,229
Cranberry, PA
1,677,064
Dunmore, PA
2,386,896
1,545,236
20,023,873
8,439
20,032,312
21,577,548
583,925
Greenville, PA
1,117,096
10,381,185
25,171
10,406,356
11,523,452
260,002
1,276,788
48,225
1,325,013
547,237
1,503,662
2,050,899
65,707
Quakertown, PA
1,763,324
30,834
1,794,158
West Mifflin, PA
1,275,400
1,327,346
5,564,166
331,190
5,895,356
7,222,702
184,047
Bluffton, SC
473,900
3,740,291
4,214,191
116,774
307,888
2,411,359
2,719,247
75,284
1,675,276
5,987,483
29,822
6,017,305
7,692,581
175,194
Lancaster, SC
187,595
991,659
52,830
1,044,489
1,232,084
32,684
Olanta, SC
81,182
820,443
901,625
25,572
305,903
571,538
59,759
631,297
937,200
20,607
Pierre, SD
181,579
2,071,921
2,253,500
77,616
Watertown, SD
561,618
1,596,716
8,458
1,605,174
2,166,792
40,076
Antioch, TN
935,614
Clarksville, TN
238,147
1,331,623
1,569,770
63,807
Crossville, TN
691,538
2,633,769
145,758
2,779,527
3,471,065
66,598
Hendersonville, TN
1,724,979
Hermitage, TN
722,734
1,730,483
3,100,154
3,102,654
4,833,137
96,739
1,762,166
3,753,566
5,515,732
140,736
Lakesite, TN
834,052
999,412
1,833,464
43,651
Madison, TN
797,234
Murfreesboro, TN
1,191,176
669,035
Smyrna, TN
2,059,771
Amarillo, TX
1,479,874
3,920,015
30,414
3,950,429
5,430,303
114,674
Baytown, TX
5,245,019
13,452,319
18,697,338
532,354
1,899,691
1,955,961
3,855,652
Cypress, TX
621,351
1,290,305
4,701,339
5,991,644
215,292
4,640,263
Kerrville, TX
629,024
2,862,560
3,491,584
107,346
3,506,179
1,938,388
5,444,567
72,666
Monahans, TX
783,242
2,930,495
2,932,995
3,716,237
73,309
2,378,043
1,905,793
4,283,836
71,443
2,256,629
1,689,906
3,946,535
63,347
2,365,571
1,566,637
3,932,208
58,725
Richmond, TX
478,530
2,624,852
3,103,382
92,944
Shenandoah, TX
2,293,709
Spring, TX
1,886,748
1,930,279
3,817,027
64,343
Texarkana, TX
1,312,692
2,124,343
2,124,485
3,437,177
92,172
White Oak, TX
120,160
1,224,831
468
1,225,299
1,345,459
45,689
Orem, UT
764,062
2,054,014
2,818,076
98,422
Charlottesville, VA
1,364,219
646,751
4,938,519
5,585,270
215,978
2,102,839
6,892,262
8,995,101
300,938
3,659,187
3,746,418
7,405,605
156,101
287,461
2,086,888
11,461
2,098,349
2,385,810
52,387
450,045
Lakewood, WA
788,705
2,937,767
3,726,472
110,245
Port Angeles, WA
476,652
5,940,135
6,416,787
215,624
F-57
Puyallup, WA
1,626,445
2,757,598
4,384,043
103,285
Roy, WA
327,278
1,862,388
2,189,666
69,789
Antigo, WI
150,406
907,287
909,122
1,059,528
26,396
Brown Deer, WI
413,053
2,893,299
25,989
2,919,288
3,332,341
72,820
Eau Claire, WI
2,897,122
6,600,361
9,497,483
288,804
Milwaukee, WI
63,728
1,834,352
1,898,080
64,909
373,040
3,470,250
8,476
3,478,726
3,851,766
101,310
Athens, WV
416,517
1,472,494
1,889,011
70,455
Beckley, WV
663,138
2,263,526
2,926,664
109,676
Buckhannon, WV
469,129
1,853,528
151,900
2,005,428
2,474,557
93,776
Elkins, WV
397,225
1,832,516
2,229,741
87,706
Huntington, WV
447,207
1,851,268
2,298,475
89,641
572,162
1,386,007
1,958,169
67,140
778,229
2,357,830
3,136,059
112,877
233,205
1,245,497
1,478,702
44,091
Bessemer, AL
319,436
1,007,258
1,326,694
18,886
231,165
1,316,448
1,547,613
5,124
Clayton, AL
305,323
1,199,107
1,504,430
4,692
Foley, AL
876,745
1,662,760
2,539,505
14,326
Grant, AL
77,433
1,188,768
1,266,201
4,801
Hoover, AL
1,548,554
1,351,397
2,899,951
1,550
1,317,052
1,381,193
2,698,245
Mobile, AL
81,304
1,526,990
1,608,294
20,952
Talladega, AL
903,998
2,044,842
2,948,840
2,294
568,164
3,133,875
3,702,039
58,760
Coal Hill, AR
134,620
1,378,371
1,512,990
15,643
Conway, AR
357,768
2,955,854
3,313,621
24,101
Fort Smith, AR
50,300
2,378,776
2,429,076
29,652
Lincoln, AR
318,811
1,269,472
1,588,283
1,639
369,985
4,260,606
4,630,591
53,175
216,373
391,093
607,465
4,889
Russellville, AR
176,925
481,057
657,981
5,930
1,333,032
2,929,959
4,262,990
36,542
Glendale, AZ
3,552,730
3,229,514
6,782,244
12,180
1,393,147
3,822,282
5,215,428
47,696
Tolleson, AZ
2,091,545
4,359,819
6,451,364
15,199
Bakersfield, CA
1,205,283
3,010,596
4,215,880
3,892
La Cañada, CA
1,921,417
457,495
2,378,912
5,636
Ontario, CA
3,173,695
2,567,059
5,740,754
32,005
Riverside, CA
3,081,078
14,365,552
17,446,630
163,283
1,275,187
945,420
2,220,607
18,593
Turlock, CA
487,463
2,212,222
2,699,685
7,893
1,200,474
4,510,849
5,711,323
15,271
1,086,480
5,124,804
6,211,284
21,504
Vallejo, CA
2,769,671
2,513,905
5,283,576
37,412
Windsor Hill, CA
3,332,206
2,100,596
5,432,803
23,072
Middletown, CT
2,143,995
2,943,499
5,087,494
67,143
972,505
2,058,031
3,030,536
21,776
West Hartford, CT
852,020
5,066,206
5,918,226
79,724
4,044,465
14,245,446
18,289,911
220,161
Wethersfield, CT
553,394
1,132,300
1,685,694
14,154
933,446
1,502,866
2,436,312
18,620
6,857,716
204,589
1,703,533
1,908,123
31,941
Palm Coast, FL
479,504
984,850
1,464,354
22,497
1,998,986
1,409,662
3,408,648
26,431
3,590,819
2,515,568
6,106,387
47,167
Trenton, FL
430,460
2,288,147
2,718,607
42,903
Chiefland, FL
489,309
1,306,132
1,795,442
14,845
Coral Gables, FL
3,127,647
272,255
3,399,902
3,320
Crestview, FL
961,109
1,044,147
2,005,256
8,639
Destin, FL
1,830,319
780,173
2,610,492
2,664
Gainesville, FL
1,173,553
517,450
1,691,003
6,385
2,544,415
5,881,080
8,425,496
7,443
927,500
1,351,709
2,279,210
16,813
1,021,155
735,752
1,756,908
9,114
Jacksonville Beach, FL
1,130,336
991,755
2,122,091
12,314
1,057,416
1,007,440
2,064,855
12,593
1,185,978
1,025,426
2,211,404
12,818
235,155
3,784,135
4,019,291
47,302
216,803
1,400,601
1,617,404
17,200
415,780
1,668,994
2,084,775
13,609
Lake Butler, FL
503,163
1,360,333
1,863,495
14,261
F-58
Marco Island, FL
1,350,573
504,251
1,854,824
715
653,912
961,132
1,615,044
7,815
Miami, FL
2,700,553
1,142,400
3,842,953
14,197
North Palm Beach, FL
662,025
950,514
1,612,539
11,799
536,059
1,628,848
2,164,907
6,001
336,533
2,677,778
3,014,311
2,789
1,037,380
1,397,227
2,434,607
17,382
2,925,553
264,350
3,189,902
3,221
Winter Springs, FL
1,606,141
873,427
2,479,568
10,835
791,096
2,857,431
3,648,526
20,824
Calhoun, GA
370,237
1,896,447
2,266,684
43,370
Chula, GA
316,673
949,483
1,266,156
21,668
Perry, GA
567,281
11,880,078
12,447,359
222,463
Surrency, GA
399,599
853,287
1,252,886
19,476
Swainsboro, GA
113,339
2,874,987
2,988,327
53,906
Augusta, GA
72,851
1,604,212
1,677,062
19,970
199,100
1,794,406
1,993,507
14,653
Bremen, GA
203,102
5,264,118
5,467,220
41,141
Canton, GA
3,078,088
6,862,199
9,940,288
64,139
Dawsonville, GA
264,759
1,005,563
1,270,322
3,584
Edison, GA
397,493
1,253,203
1,650,697
1,614
Hephzibah, GA
109,510
1,460,599
1,570,109
12,899
Newman, GA
1,619,186
5,272,513
6,891,699
43,030
736,451
2,777,892
3,514,344
39,397
723,713
1,146,114
1,869,827
9,470
Bettendorf, IA
1,314,298
3,229,705
4,544,003
4,310
280,575
1,114,056
1,394,631
1,238
248,576
Corning, IA
30,145
1,365,946
1,396,091
11,243
Fredericksburg, IA
30,004
1,280,340
1,310,343
10,446
Weiser, ID
76,942
1,488,028
1,564,969
5,186
Hainesville, IL
3,130,195
1,216,373
4,346,569
30,258
O'Fallon, IL
893,771
2,322,875
3,216,645
53,112
Plainfield, IL
634,629
959,057
1,593,685
17,930
Bellwood, IL
1,441,254
Calumet City, IL
434,232
939,480
1,373,712
1,103
673,631
950,418
1,624,049
7,212
Cicero, IL
371,928
1,410,440
1,782,369
11,199
Elgin, IL
860,328
1,964,892
2,825,220
10,663
Franklin Park, IL
444,444
1,411,881
1,856,325
5,020
Hoffman Estates, IL
529,309
3,946,239
4,475,548
5,330
Lansing, IL
200,857
2,082,566
2,283,423
16,097
Lynwood, IL
97,956
1,148,587
1,246,542
1,357
Markham, IL
2,638,402
3,749,690
Pecatonica, IL
187,658
1,302,630
1,490,288
1,542
3,564,144
3,088,724
6,652,868
23,304
Round Lake Beach, IL
625,866
2,657,522
3,283,389
3,621
391,797
1,575,658
1,967,455
2,049
618,840
2,908,118
3,526,957
Tinley Park, IL
408,954
1,262,396
1,671,350
18,627
Waukegan, IL
883,882
1,323,127
2,207,009
1,464
Greenfield, IN
366,213
651,652
1,017,865
Winchester, IN
91,925
2,351,576
2,443,500
53,540
Attica, IN
475,447
1,730,232
2,205,680
1,956
Boswell, IN
78,218
1,268,380
1,346,598
10,391
DeMotte, IN
421,240
1,318,829
1,740,069
15,156
Evansville, IN
140,334
810,428
950,762
16,877
432,264
3,657,559
4,089,823
3,810
Kentland, IN
60,638
1,336,242
1,396,881
4,736
Merrillville, IN
202,967
1,406,373
1,609,340
7,940
Switz City, IN
78,568
1,355,225
1,433,793
11,096
Lansing, KS
626,782
2,546,877
3,173,659
52,985
Goddard, KS
590,138
3,000,737
3,590,874
11,443
Kansas City, KS
175,008
624,234
799,243
7,720
Lawrence, KS
1,205,052
1,279,300
2,484,353
13,684
Topeka, KS
1,434,423
419,468
1,034,134
1,453,601
3,510
Edmonton, KY
298,674
2,629,815
2,928,489
49,254
Brandenburg, KY
729,975
1,751,191
2,481,167
20,651
Coldiron, KY
318,829
1,298,446
1,617,275
1,673
356,816
1,154,276
1,511,092
1,289
Morganfield, KY
85,769
1,298,550
1,384,319
11,729
F-59
1,198,858
3,163,251
4,362,110
65,813
1,007,428
2,228,224
3,235,652
41,779
Gretna, LA
636,981
3,081,276
3,718,257
57,874
Plain Dealing, LA
120,709
1,234,522
1,355,231
22,769
Bogalusa, LA
2,009,203
2,772,165
4,781,368
51,978
Campti, LA
146,784
1,068,283
1,215,067
12,947
Center Point, LA
9,988
991,058
1,001,046
12,192
261,591
1,084,538
1,346,129
1,321
Erwinville, LA
146,236
575,669
721,905
6,428
Lafayette/Scott, LA
350,159
1,102,175
1,452,334
3,997
Livingston, LA
362,592
952,241
1,314,834
1,158
Minden, LA
126,902
969,983
1,096,885
15,676
Montegut, LA
479,549
913,248
1,392,797
1,119
Morganza, LA
213,888
1,108,087
1,321,975
1,337
New Iberia, LA
314,985
1,072,523
1,387,508
1,315
St. Martinville, LA
415,223
1,056,403
1,471,626
3,818
Danvers, MA
6,043,876
Leominster, MA
1,975,829
5,144,054
7,119,883
70,115
Saugus, MA
3,927,594
1,374,841
5,302,435
1,968
Worcester, MA
7,944,877
Boonsboro, MD
689,063
1,248,800
1,937,862
23,415
Cumberland, MD
485,641
1,377,264
1,862,904
25,824
Germantown, MD
4,341,903
1,717,868
6,059,770
39,277
599,602
1,224,097
1,823,699
22,915
Joppa, MD
1,911,100
2,626,946
4,538,047
61,595
Lonaconing, MD
440,782
1,388,381
1,829,163
26,032
Rockville, MD
4,685,563
1,554,020
6,239,583
35,522
Westover, MD
167,135
1,304,045
1,471,181
29,794
Glen Burnie, MD
1,090,535
1,709,572
Timonium, MD
5,253,016
9,838,428
15,091,443
188,548
Van Buren, ME
82,988
1,175,321
1,258,310
29,241
DeWitt, MI
440,264
1,732,240
2,172,504
32,284
Whitmore Lake, MI
2,197,350
Lenox, MI
107,860
1,244,579
1,352,439
25,886
St. Helen, MI
70,353
1,396,479
1,466,831
29,093
Boyne City, MI
486,215
3,184,228
3,670,443
25,659
Brimley, MI
62,229
820,252
882,481
12,216
Clawson, MI
860,422
1,382,251
2,242,673
10,766
Davisburg, MI
120,838
1,515,277
1,636,115
12,103
East China, MI
59,309
1,577,989
1,637,298
12,784
Grandville, MI
706,193
7,506,131
8,212,324
9,417
3,938,089
4,173,417
8,111,505
4,347
101,381
1,355,174
1,456,555
Kingsford Heights, MI
201,983
1,408,945
1,610,928
11,529
508,462
1,373,650
1,882,112
5,240
908,568
793,444
1,702,012
15,645
335,839
1,255,710
1,591,549
1,388
Marquette, MI
209,677
2,188,590
2,398,267
7,348
Midland, MI
71,784
1,569,727
1,641,511
12,751
Montrose, MI
97,689
1,934,430
2,032,119
2,524
2,090,447
18,266,009
20,356,456
230,735
Otter Lake, MI
154,390
1,405,532
1,559,922
11,615
Sault Ste Marie, MI
239,906
1,007,077
1,246,983
15,194
Sebewaing, MI
60,259
1,452,542
1,512,801
29,315
2,527,449
3,983,896
6,511,345
4,150
Weidman, MI
67,968
1,400,386
1,468,353
1,779
Wyoming, MI
3,194,618
4,816,878
8,011,495
5,018
Eagan, MN
1,297,596
2,033,325
3,330,921
38,065
Maple Grove, MN
760,163
9,863,462
10,623,624
11,587
Mora, MN
19,524
1,272,308
1,291,832
10,359
Winona, MN
1,562,225
6,867,512
8,429,737
85,761
Farmington, MO
314,078
2,423,544
2,737,622
50,389
Excelsior Springs, MO
78,699
1,265,762
1,344,461
4,501
Freeburg, MO
72,490
1,213,203
1,285,694
10,167
Helena, MO
67,324
1,237,062
1,304,386
4,386
Jefferson City, MO
1,195,039
3,759,032
4,954,071
5,592
441,710
2,041,893
2,483,603
25,441
108,268
1,980,280
2,088,548
6,723
Lake Lafayette, MO
106,627
1,178,416
1,285,043
4,215
Lincoln, MO
138,746
1,413,644
1,552,391
16,569
1,001,257
5,420,536
6,421,792
67,674
Clarksdale, MS
111,726
1,299,141
1,410,866
29,681
F-60
De Kalb, MS
111,394
981,026
1,092,421
18,117
Tupelo, MS
443,321
3,834,665
4,277,986
71,900
Ashland, MS
38,697
1,427,252
1,465,949
28,662
Baldwyn, MS
29,404
908,970
938,373
19,656
Belzoni, MS
67,668
1,137,472
1,205,140
26,061
Cleveland, MS
5,635,242
41,090
Dora, MS
77,349
1,277,800
1,355,149
4,534
Edinburg - Carthage, MS
114,642
1,291,451
1,406,094
11,855
Ellisville, MS
313,192
1,053,746
1,366,938
1,278
Greenville, MS
193,378
1,282,104
1,475,482
Richland, MS
851,944
8,905,221
9,757,165
64,928
Sardis, MS
362,033
816,187
1,178,220
10,584
Silver Creek, MS
307,453
1,045,870
1,353,323
1,271
212,377
1,962,757
2,175,134
7,012
Aulander, NC
195,098
984,103
1,179,201
22,462
1,605,366
2,566,208
4,171,574
62,750
2,718,172
2,763,915
5,482,087
63,249
874,423
1,550,116
2,424,540
29,969
243,002
2,160,494
2,403,496
49,421
Kings Mountain, NC
509,102
2,258,512
2,767,614
51,259
Roxboro, NC
256,768
1,218,469
1,475,236
27,833
Southern Pines, NC
805,577
1,231,351
2,036,927
23,088
Angier, NC
672,850
1,349,207
2,022,057
10,705
Asheboro, NC
1,562,706
17,355,572
18,918,279
307,672
Castalia, NC
139,549
1,366,925
1,506,473
5,300
1,289,337
15,972,978
17,262,315
285,954
Flat Rock, NC
150,439
846,253
996,692
6,816
North Wilkesboro, NC
148,134
1,013,906
1,162,040
1,389
571,426
3,687,049
4,258,475
46,005
1,159,344
2,580,515
3,739,860
22,324
Tabor City, NC
20,939
1,495,256
1,516,195
1,896
Wilkesboro, NC
509,859
2,478,770
2,988,628
57,685
Windsor, NC
175,633
1,346,774
1,522,406
12,003
Winton - Salem, NC
1,772,410
6,666,783
8,439,193
114,162
West Fargo, ND
722,425
776,925
1,499,349
14,496
Lincoln, NE
2,350,709
11,189,814
13,540,523
209,809
Chappell, NE
228,961
1,027,400
1,256,361
1,242
Juniata, NE
90,602
1,127,483
1,218,085
1,370
Pleasantville, NJ
872,737
4,130,042
5,002,780
77,338
Wrightstown, NJ
5,051,058
Deptford, NJ
4,637,926
10,426,984
15,064,910
185,042
Galloway, NJ
258,312
1,774,767
2,033,079
Mullica Hill, NJ
648,435
1,265,179
1,913,614
1,474
Newfield, NJ
278,914
1,624,710
1,903,624
1,862
Toms River, NJ
1,785,123
835,695
2,620,818
937
833,473
Wayne, NJ
3,162,613
3,288,907
6,451,520
58,048
1,795,330
2,978,086
4,773,416
15,965
835,775
1,151,399
1,987,174
23,940
Las Cruces, NM
598,909
4,180,398
4,779,307
62,301
Tse Bonito, NM
126,882
1,633,674
1,760,555
9,087
South Corning, NY
120,453
1,623,218
1,743,670
34,311
393,418
2,018,314
2,411,732
37,553
Bergen, NY
92,953
916,917
1,009,871
19,383
Buffalo, NY
927,338
403,208
1,330,545
4,957
91,579
1,470,852
1,562,431
30,137
Canastota, NY
108,348
1,371,590
1,479,938
1,615
41,281
915,575
956,856
11,362
Frankfort, NY
317,533
1,167,754
1,485,287
1,397
Friendship, NY
97,367
1,295,401
1,392,768
5,009
Hastings, NY
68,941
1,285,557
1,354,498
1,531
527,708
1,268,846
1,796,554
15,387
695,815
2,164,666
2,860,481
35,343
Newport, NY
108,474
1,359,693
1,468,167
1,603
North Rose, NY
86,206
1,320,796
1,407,002
4,593
Red Creek, NY
39,875
1,347,504
1,387,380
1,596
Riverhead, NY
538,226
1,569,184
2,107,410
25,255
455,606
1,080,523
1,536,129
25,134
182,135
1,927,563
2,109,699
43,378
Sennett, NY
2,400,380
6,427,546
8,827,927
7,727
Star Lake, NY
195,082
1,238,915
1,433,997
1,481
West Henrietta, NY
436,838
1,631,322
2,068,160
36,983
West Seneca, NY
614,219
17,967,840
18,582,059
307,511
F-61
Yonkers, NY
3,911,416
4,262,152
8,173,567
33,139
Holland, OH
86,884
4,996,831
5,083,715
93,561
McArthur, OH
210,094
1,836,031
2,046,125
34,425
Strongsville, OH
412,105
6,461,470
6,873,575
147,762
Zanesville, OH
336,258
1,136,178
1,472,436
21,262
Apple Creek, OH
335,713
1,081,077
1,416,790
1,306
Austinburg, OH
105,423
1,141,236
1,246,659
10,261
Bellefontaine, OH
1,348,236
1,070,525
270,651
1,341,177
3,300
2,559,388
8,602,145
11,161,533
10,876
1,176,215
2,934,082
4,110,297
3,056
69,163
1,516,980
1,586,143
12,394
431,934
1,507,682
1,939,616
1,716
Grovepoint, OH
3,851,484
Heppner, OH
135,937
1,433,459
1,569,395
11,579
Louisville, OH
208,868
1,182,011
1,390,879
1,410
New Philadelphia, OH
176,310
1,170,154
1,346,464
4,226
1,791,441
2,654,170
4,445,611
8,691
Otway, OH
351,675
1,147,001
1,498,677
9,340
Port Washington, OH
419,686
879,455
1,299,140
3,190
Republic, OH
141,246
1,497,976
1,639,223
12,025
Rock Creek, OH
126,770
1,505,669
1,632,439
12,238
Shelby, OH
92,254
1,101,734
1,193,988
16,922
Sinking Spring, OH
49,881
1,278,876
1,328,757
4,992
216,253
1,352,319
1,568,572
2,260
Thornville, OH
110,395
1,314,956
1,425,351
22,169
Tiffin, OH
119,687
1,501,037
1,620,725
30,597
119,897
1,403,558
1,523,455
4,781
Valley City, OH
128,015
1,486,157
1,614,172
12,171
234,595
1,177,014
1,411,609
1,409
1,828,658
2,152,285
3,980,943
49,323
901,884
7,979,738
8,881,622
149,462
98,335
1,291,170
1,389,506
14,321
Langley, OK
30,156
1,646,990
1,677,146
31,974
Maud, OK
1,281,551
1,484,519
1,678
Pauls Valley, OK
245,017
1,360,881
1,605,898
5,232
Talihina, OK
70,366
1,610,311
1,680,678
32,445
1,402,904
2,835,532
4,238,435
22,474
Wagoner, OK
332,347
1,912,388
2,244,735
43,639
Warner, OK
243,393
1,248,350
1,491,742
4,911
Pilot Rock, OR
158,987
1,405,393
1,564,380
11,551
522,007
1,371,132
1,893,139
20,263
Breezewood, PA
193,091
1,408,906
1,601,997
32,197
Dover, PA
2,754,584
2,385,674
5,140,258
44,524
Latrobe, PA
255,918
2,193,454
2,449,372
50,171
McConnellsburg, PA
581,054
2,956,295
3,537,350
67,658
550,226
3,327,228
3,877,455
62,360
Pine Grove, PA
1,079,176
3,194,973
4,274,148
73,128
Red Lion, PA
1,018,707
3,289,563
4,308,270
75,295
1,365,945
3,258,839
4,624,784
3,395
Bath, PA
1,719,426
663,133
2,382,559
10,754
Bethel Park, PA
681,235
8,979,837
9,661,072
140,806
Easton, PA
540,714
2,112,447
2,653,162
29,557
Brookville, PA
311,983
1,431,919
1,743,902
22,639
Burnham, PA
694,983
2,879,011
3,573,995
Chambersburg, PA
99,647
1,405,127
1,504,774
1,652
348,328
12,833,619
13,181,947
231,514
Fogelsville, PA
1,611,621
2,617,623
4,229,244
37,200
Glassport, PA
130,234
2,810,530
2,940,763
31,569
Lancaster, PA
1,541,745
5,553,054
2,222,786
7,775,840
16,676
Meadville, PA
867,819
2,147,667
3,015,486
17,243
Pen Argyl, PA
504,828
705,552
1,210,381
9,830
567,111
1,534,029
2,101,140
1,768
885,493
478,181
1,363,673
658
145,180
1,858,387
2,003,567
25,267
Wyomissing, PA
2,302,182
6,811,158
9,113,340
122,655
Cheraw, SC
82,917
1,425,081
1,507,998
32,567
Conway, SC
487,563
1,301,332
1,788,895
24,400
461,522
3,143,208
3,604,730
65,484
Hardeeville, SC
338,184
993,814
1,331,998
18,634
York, SC
779,888
11,701,659
12,481,547
219,403
Blackville, SC
88,814
1,342,142
1,430,956
15,396
F-62
Bowman, SC
150,034
1,324,966
1,475,000
15,312
Green Sea, SC
30,158
1,540,522
1,570,680
1,935
1,472,814
8,002,345
9,475,159
125,552
Johnston, SC
207,425
1,305,786
1,513,211
11,724
Lake View, SC
19,682
1,486,376
1,506,058
1,864
239,276
1,688,550
1,927,826
10,499
1,153,766
10,959,443
12,113,209
89,003
227,760
1,695,984
1,923,745
2,039
Reliance, SD
240,024
1,130,606
1,370,630
25,763
383,715
2,561,679
2,945,393
53,159
Red Boiling Springs, TN
156,751
1,010,884
1,167,635
23,075
1,354,350
1,329,642
2,683,992
30,380
Waverly, TN
150,519
2,865,694
3,016,213
53,732
Camden, TN
100,415
920,173
1,020,589
21,210
Morrison, TN
62,277
1,354,709
1,416,986
5,290
Abilene, TX
2,776,008
1,460,146
4,236,154
36,323
1,233,238
2,142,229
3,375,466
48,489
1,974,780
3,140,537
5,115,317
72,593
1,537,608
3,897,778
5,435,386
73,018
Hallettsville, TX
1,698,504
2,489,154
4,187,658
56,953
775,334
1,537,915
2,313,249
35,153
Atascocita, TX
265,212
3,238,853
3,504,064
11,528
852,215
4,184,162
5,036,377
51,096
252,810
1,793,672
2,046,482
22,338
866,155
3,558,993
4,425,148
4,006
1,436,571
16,209,074
17,645,645
145,121
Brownsville, TX
474,602
686,668
1,161,270
777
Daisetta, TX
264,096
1,251,335
1,515,431
1,642
2,702,569
2,780,002
5,482,570
34,667
1,603,859
7,908,697
9,512,557
67,632
Ennis, TX
117,760
1,294,827
1,412,586
10,684
Hempstead, TX
517,067
1,138,654
1,655,721
1,372
Killeen, TX
1,057,720
3,009,308
4,067,028
40,875
League City, TX
233,323
1,056,145
1,289,469
13,119
Livingston, TX
291,190
1,955,276
2,246,466
58,610
Sachse, TX
1,486,211
3,133,939
4,620,150
24,348
1,844,251
1,600,804
3,445,055
19,844
456,278
4,092,103
4,548,381
51,151
8,225,612
Whitehouse, TX
249,151
2,378,143
2,627,294
16,289
West Jordan, UT
4,852,556
5,290,602
10,143,158
38,572
Abington, VA
120,721
1,269,056
1,389,777
28,992
Danville, VA
1,487,674
2,911,596
4,399,270
54,592
Dinwiddie, VA
285,046
3,478,289
3,763,334
65,218
Farnham, VA
117,517
1,356,942
1,474,459
31,006
619,961
1,100,715
1,720,676
20,518
703,119
Pulaski, VA
100,420
1,518,702
1,619,122
34,698
Stuart, VA
797,955
2,698,524
3,496,479
61,751
Suffolk, VA
265,887
3,462,367
3,728,254
64,919
Warrenton, VA
3,395,581
2,914,723
6,310,304
54,651
Amissville, VA
3,431,638
593,963
4,025,601
647
Blackstone, VA
89,165
960,237
1,049,401
7,447
Clintwood, VA
113,165
1,129,975
1,243,141
10,471
Drakes Branch, VA
289,986
857,204
1,147,190
13,106
Elkton, VA
77,727
918,853
996,580
7,147
Front Royal, VA
521,787
955,502
1,477,289
7,415
Harrisonburg, VA
268,145
901,845
1,169,990
7,004
Portsmouth, VA
245,186
945,199
1,190,385
18,528
Richlands, VA
168,804
1,139,417
1,308,220
16,741
Roanoke, VA
1,674,947
3,365,215
5,040,162
3,505
Timberville, VA
246,509
1,088,525
1,335,034
8,480
Bradford, VT
428,378
3,997,371
4,425,749
30,458
Manchester, VT
455,477
2,064,534
2,520,010
35,655
Longview, WA
782,602
2,480,990
3,263,592
51,653
Springdale, WA
147,170
1,641,471
1,788,641
5,681
Yakima, WA
883,736
2,466,259
3,349,995
22,903
796,925
1,191,970
1,988,894
10,135
340,803
1,904,812
2,245,615
35,634
Cumberland, WI
270,296
1,144,054
1,414,350
26,201
Winter, WI
170,499
1,270,767
1,441,266
29,000
1,312,245
2,811,473
4,123,718
4,853
976,214
4,312,547
5,288,761
59,512
F-63
988,153
New Lisbon, WI
76,725
1,227,288
1,304,013
1,459
Plover, WI
67,127
1,770,000
1,837,127
1,966
West Bend, WI
286,709
1,696,761
1,983,470
32,448
Whitewater, WI
822,920
3,021,878
3,844,798
4,126
144,019
858,224
1,002,243
20,781
Morgantown, WV
563,100
1,952,862
2,515,962
40,450
Ranson, WV
800,605
Westover, WV
2,902,457
3,819,875
6,722,332
71,623
Williamstown, WV
328,040
1,293,550
1,621,590
24,199
Barboursville, WV
703,425
3,654,262
4,357,686
14,592
2,162,116
816,836
862,215
1,187,338
2,049,554
19,124
Weirton, WV
295,795
1,389,355
1,685,151
1,580
Casper, WY
860,483
986,978
1,847,461
12,235
Subtotal
32,634,841
1,947,876,798
3,997,748,899
50,651,732
1,941,598,755
4,054,678,677
5,996,277,429
321,141,833
Property Under Development
Various
65,931,938
Sub Total
4,063,680,837
4,120,610,615
6,062,209,367
1. Reconciliation of Real Estate Properties
The following table reconciles the Real Estate Properties from January 1, 2020 to December 31, 2022.
Balance at January 1
4,605,458,035
3,478,088,144
2,350,924,064
Construction and acquisition cost
1,499,979,100
1,172,183,773
1,175,354,194
Impairment charge
(1,165,524)
(2,905,125)
(4,136,998)
Disposition of real estate
(42,062,244)
(41,908,757)
(44,053,116)
Balance at December 31
F-64
2. Reconciliation of Accumulated Depreciation
233,861,792
172,698,378
128,581,697
Current year depreciation expense
88,892,382
67,019,106
49,119,345
(150,523)
(986,221)
(1,461,818)
(4,869,471)
(5,002,664)
3. Tax Basis of Building and Improvements
The aggregate cost of Building and Improvements for federal income tax purposes is approximately $72,745,000 more than the cost basis used for financial statement purposes.
F-65
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By:
/s/ Joel N. Agree
Date: February 14, 2023
Joel N. Agree
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Agree Realty Corporation, hereby severally constitute Richard Agree, Joel N. Agree and Peter Coughenour, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Annual Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Agree Realty Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all amendments thereto.
PURSUANT to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Richard Agree
Richard Agree
Executive Chairman of the Board of Directors
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Peter Coughenour
Peter Coughenour
Chief Financial Officer and Secretary
(Principal Financial Officer)
/s/ Stephen Breslin
Stephen Breslin
Chief Accounting Officer
(Principal Accounting Officer)
/s/ Karen Dearing
Karen Dearing
Director
/s/ Merrie S. Frankel
Merrie S. Frankel
/s/ Mike Hollman
Mike Hollman
/s/ Michael Judlowe
Michael Judlowe
/s/ Greg Lehmkuhl
Greg Lehmkuhl
/s/ John Rakolta
John Rakolta
/s/ Jerome Rossi
Jerome Rossi