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, 2023
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.)
32301 Woodward Avenue, Royal Oak, Michigan
(Address of principal executive offices)
48073
(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 $6,195,174,672 as of June 30, 2023, based on the closing price of $65.39 on the New York Stock Exchange on that date.
At February 12, 2024, there were 100,519,355 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 2024 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
22
Item 1C:
Cybersecurity
Item 2:
Properties
24
Item 3:
Legal Proceedings
28
Item 4:
Mine Safety Disclosures
PART II
Item 5:
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6:
[Reserved]
29
Item 7:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A:
Quantitative and Qualitative Disclosures about Market Risk
41
Item 8:
Financial Statements and Supplementary Data
42
Item 9:
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A:
Controls and Procedures
Item 9B:
Other Information
43
Item 9C:
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10:
Directors, Executive Officers and Corporate Governance
44
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
45
Consolidated Financial Statements and Notes
F-1
Item 16:
Form 10-K Summary
50
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, including inflation and the potential impacts of pandemics, epidemics or other public health emergencies or fear of such events 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 may 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. 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 99.7% common interest as of December 31, 2023. 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, 2023, the Company’s portfolio consisted of 2,135 properties located in 49 states and totaling approximately 44.2 million square feet of Gross Leasable Area (“GLA”). The portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 8.4 years. A significant majority of the Company’s properties are leased to national tenants and approximately 69.1% 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, 2023, the Company had 72 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 32301 Woodward Avenue, Royal Oak MI 48073 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 2023, 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 2023, the Company completed approximately $1.28 billion of investments in net leased retail real estate. Total investment volume includes the acquisition of 282 properties for an aggregate purchase price of approximately $1.19 billion, and the completed development of 21 properties for an aggregate cost of approximately $86.2 million. These 303 properties are net leased to tenants operating in 27 sectors and are located in 40 states. These assets are 100% leased for a weighted average lease term of approximately 11.4 years.
During 2023, the Company sold six assets, including one former corporate headquarters office building, for net proceeds of $13.8 million.
Leasing
During 2023, excluding properties that were sold, the Company executed new leases, extensions or options on approximately 1,873,000 square feet of GLA throughout its portfolio. The annualized base contractual rent associated with these new leases, extensions or options is approximately $15.8 million.
Dividends
The Company increased its monthly dividend per common share from $0.24 to $0.243 in April 2023 and further increased the monthly dividend per common share to $0.247 in October 2023.
The December 2023 dividend per share of $0.247 represents an annualized dividend of $2.964 per share and an annualized dividend yield of approximately 4.7% based on the last reported sales price of our common stock listed on the NYSE of $62.95 on December 29, 2023.
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 37 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
In September 2022, the Company entered into a $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.
As of December 31, 2023, the Company completed forward sale agreements under the 2022 ATM Program for 10,197,230 shares of common stock, for anticipated future net proceeds of $669.1 million, after deducting fees and expenses. The Company has settled 6,363,359 shares of these forward sale agreements as of December 31, 2023 for net proceeds of approximately $433.4 million, after deducting fees and expenses. The Company is required to settle the remaining forward agreements by January 2025.
The Company had approximately $75.8 million of availability remaining under the 2022 ATM Program as of December 31, 2023.
Debt
In July 2023, the Company closed on an unsecured $350 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. Based on the Company’s credit ratings at the time of closing, pricing on the 2029 Unsecured Term Loan was 95 basis points over SOFR. The Company used the existing $350 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
3
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 avenues for growth: development, Developer Funding Platform (“DFP”) 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.
Developer Funding Platform: Our DFP, previously called Partner Capital Solutions, collaborates with 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 DFP projects upon completion.
Acquisitions: Our acquisitions platform expands our investment capabilities by pursuing opportunities that meet both our real estate and return on investment criteria.
We believe that development and DFP projects have the potential to generate superior risk-adjusted returns on investment in properties that are substantially similar to those we acquire.
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:
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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, 2023, 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 27.2%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 29.6%.
As of December 31, 2023, our total debt outstanding before deferred financing costs and original issue discount was $2.43 billion, including $44.9 million of secured mortgage debt that had a weighted average fixed interest rate of 3.78% and a weighted average maturity of 5.8 years, $2.16 billion of unsecured borrowings, which includes $350.0 million of unsecured term loans and $1.81 billion of unsecured notes, that had a weighted average fixed interest rate of 3.50% (including the effects of interest rate swap agreements) and a weighted average maturity of 6.5 years, and $227.0 million of floating rate borrowings under our revolving credit facility at a weighted average interest rate of approximately 6.27%.
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.
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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, 2023. 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.
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, 2023, 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, 2023, the Company had 72 full-time team members covering acquisitions, development, legal, asset management, accounting, finance, administrative, and executive functions as compared to 76 full-time team members as of December 31, 2022.
Our core values are the foundation of our Company culture and include:
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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 core 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:
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.
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 since 2022 to help identify opportunities for improvement across our programs, policies, and disclosures to meet the expectations of our stakeholders. The Company executed an
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ongoing sustainability and ESG strategy to enhance our oversight structure, risk management, policies, data collection, reporting, and stakeholder engagement. Additionally, the Company received Gold Level recognition from Green Lease Leaders.
Environmental Sustainability
We understand that environmental sustainability is an ongoing endeavor and embrace the responsibility to be a steward of the environment, use natural resources carefully, and work with our retail partners on shared sustainability initiatives. 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.
Our focus on industry-leading, national and super-regional retailers provides for long-term relationships with many environmentally conscientious retailers. 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.
In 2023, we engaged with our retail partners on shared sustainability initiatives at our properties, and executing green leases with various tenants, as well as systematically monitoring ESG policies for current and prospective tenants. We will continue working with our tenants and consultant to update our greenhouse gas emissions inventory.
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 of directors has 10 directors, eight of whom are independent, including the Company’s new independent director added in 2024. Six 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 of directors 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 three-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
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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 the global economic and financial market downturn, rising tensions between China and Taiwan and the conflicts in Ukraine and in the Middle East, may cause or continue to cause, among other things, 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. For example, the current and continued macro-economic conditions of high inflation and increased interest rates have increased the costs associated with acquiring new properties and decreased the availability of financing on terms that we find acceptable, which has reduced our ability to acquire properties at our historical rate with attractive terms. 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.
Our portfolio is concentrated in certain states, which makes us more susceptible to adverse events in these areas.
Our properties are located in 49 states throughout the United States and in particular, the state of Texas (where 143 properties out of 2,135 properties are located, or 7.2% of our annualized base rent was derived as of December 31, 2023), Florida (137 properties, or 6.1% of our annualized base rent), Illinois (124 properties, or 5.5% of our annualized base rent), North Carolina (127 properties, or 5.5% of our annualized base rent), and Ohio (133 properties, or 5.3% 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, 2023, 9.6%, 8.7% and 8.6% of our annualized contractual base rent and interest were derived from tenants operating in the grocery store, home improvement, 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.
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Loss of revenues from tenants would reduce the Company’s cash flow.
Our tenants encounter significant macroeconomic, governmental and competitive forces. Beginning in 2022, in an effort to combat inflation and restore price stability, the Federal Reserve significantly raised its benchmark federal funds rate, which led to increases in interest rates in the credit markets. The Federal Reserve may continue to raise the federal funds rate, which will likely lead to higher interest rates in the credit markets and the possibility of slowing economic growth and/or a recession. Additionally, U.S. government policies implemented to address inflation, including actions by the Federal Reserve to increase interest rates, could negatively impact consumer spending and adversely impact the broader economy. 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 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 and/or damage our business relationships and our reputation. Furthermore, our business is subject to risks from and may be impacted by cybersecurity attacks or cyber intrusion, 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
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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.
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
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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.
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
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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. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also keep us from using insurance proceeds to replace or renovate an affected property after it has been damaged or destroyed. Under those circumstances, the insurance proceeds we receive might be inadequate to restore our economic position on the damaged or destroyed 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.
It has generally become more difficult and expensive to obtain property insurance, including coverage for terrorism. When our current insurance policies expire, we may encounter difficulty in obtaining or renewing property insurance on our properties at the same levels of coverage and under similar terms. Such insurance may be more limited and for some catastrophic risks (for example, earthquake, flood and terrorism) may not be generally available at current levels. Even if we are able to renew our policies or to obtain new policies at levels and with limitations consistent with our current policies, we cannot be sure that we will be able to obtain such insurance at premium rates that are commercially reasonable.
If we were unable to obtain adequate insurance on our properties for certain risks, it could cause us to be in default under specific covenants on certain of our indebtedness or other contractual commitments that require us to maintain adequate insurance to protect against the risk of loss. If this were to occur, or if we were unable to obtain adequate insurance and our properties experience damage which would otherwise have been covered by insurance, it could materially and adversely affect our financial condition and the operations of our properties.
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, 2023, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Common Units into shares of common stock) was approximately 27.2%. Incurring substantial debt may adversely affect our business and operating results by:
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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.
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. For example, the increase in interest rates has led to an increase in our cost of capital, resulting in requiring acquisition opportunities to have higher investment yields to achieve our investment goals and objectives. 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.
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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.
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.
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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 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.
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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.
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
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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.
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.
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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 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.
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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:
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.
An epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt our tenants’ ability to operate their businesses and/or pay rent to us or prevent us from operating our business in the ordinary course for an extended period.
21
An epidemic or pandemic could have a material and adverse effect on or cause disruption to our business or financial condition, results of operations, cash flows and the market value and trading price of our securities due to, among other factors:
The extent to 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.
A future pandemic precludes any prediction as to the full adverse impacts on our business. Nevertheless, a future pandemic presents a material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.
Item 1B: Unresolved Staff Comments
There are no unresolved staff comments.
Item 1C. Cybersecurity
Risk Management and Strategy
Managing Material Risks & Integrated Risk Management
We have a comprehensive and systematic cybersecurity risk assessment program, which covers the identification, analysis, evaluation, and management of cybersecurity risks. The program follows a risk-based approach, which prioritizes the cybersecurity risks according to their likelihood and impact and allocates the appropriate resources and actions to mitigate these risks and leverages the National Institute of Standards and Technology (NIST) framework.
The program is cross-functional involving the participation and input of internal stakeholders, third-party consultants and board oversight. The program is reviewed and updated on a monthly basis, or whenever there is a significant change in our environment, operations, or objectives.
Engagement and Oversight of Third-parties
We have contracted a reputable, global third-party external Security Operations Center (“SOC”) to ensure that cybersecurity processes, tools, and monitoring are operating continuously. The SOC service provides a holistic view of our security landscape using a cloud-native Security Incident & Event Management platform, removing security siloes to gain actionable insights and providing continuous 24/7 detect and response services, as well as proactively identifying threats to prevent security disruptions.
We engage the SOC on a regular basis to conduct external audits and assessments of our cybersecurity posture and performance. The SOC provides independent and objective feedback and recommendations on how to improve our cybersecurity strategy, policies, processes, and controls. The SOC also assists the Company in identifying and prioritizing the most critical and emerging cybersecurity risks and threats, and to align our cybersecurity initiatives with the best practices and standards in the industry.
We also have a robust and rigorous oversight process for managing cybersecurity risks related to our third-party service providers. The process includes,
Risks from Cybersecurity Threats
While we face a variety of cybersecurity risks, such as phishing attempts, ransomware attacks, and unauthorized access attempts, such risks have not materially affected us to date, including our business strategy, results of operations or financial condition. For more information about the cybersecurity risks we face, see “Item 1A – Risk Factors - We face risks relating to information technology and cybersecurity attacks, loss of confidential information and other business disruptions.”
Governance
Board of Directors’ Oversight
Our board of directors takes an active and informed role in our risk management policies and strategies. Our executive officers, which are responsible for our day-to-day risk management practices, present to the board of directors on the material risks to our Company, including risks related to information technology and cybersecurity.
The audit committee has formal oversight responsibility for cybersecurity and is responsible for reviewing the Company’s policies and procedures with respect to cybersecurity risk assessment and risk management. As part of the board of directors and audit committee’s oversight, the Chief Information Officer (“CIO”) provides quarterly updates to the audit committee with respect to cybersecurity incidents, mitigation, and management.
23
Management’s Role Managing Risk
Our CIO is responsible for developing and overseeing matters related to cybersecurity and serves as the Company’s Chief Information Security Officer. The CIO reports directly to the Chief Operating Officer, who is accountable for the overall information technology and security strategy and governance of the Company.
We have a comprehensive and continuous cybersecurity training program for our employees, which aims to raise their awareness and knowledge of cybersecurity threats and challenges, and to enhance their skills and competencies in preventing and responding to the cybersecurity incidents. The program covers the Company’s cybersecurity policies, guidelines, cybersecurity best practice guidelines, cybersecurity scenarios and simulations.
In connection with improving the management of cybersecurity risk, the Company has:
Monitor Cybersecurity Incidents
We have a well-defined and tested cybersecurity incident response plan, which outlines the roles and responsibilities, procedures and protocols, tools and resources, and communication and escalation channels that will be activated and implemented in the event of a cybersecurity incident. The plan aims to detect and contain the incident, analyze and assess its nature, scope, and severity, and restore and resume the normal operations and functions of the Company.
Item 2: Properties
As of December 31, 2023, the Company’s portfolio consisted of 2,135 properties located in 49 states and totaling approximately 44.2 million square feet of GLA.
As of December 31, 2023, the Company’s portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 8.4 years. A significant majority of the Company’s properties are leased to national tenants and approximately 69.1% 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 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. 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, 2023:
($ in thousands)
Annualized
% of Ann.
Tenant / Concept
Base Rent (1)
Base Rent
Walmart
$
33,864
6.1
%
Tractor Supply
28,155
5.1
Dollar General
26,831
4.8
Best Buy
19,515
3.5
CVS
17,310
3.1
TJX Companies
17,008
Dollar Tree
16,987
Kroger
16,315
2.9
O'Reilly Auto Parts
16,107
Hobby Lobby
14,637
2.6
Lowe's
14,025
2.5
Burlington
13,770
7-Eleven
12,431
2.2
Sunbelt Rentals
12,374
Gerber Collision
11,880
2.1
Sherwin-Williams
11,423
Wawa
10,185
1.8
Home Depot
8,880
1.6
BJ's Wholesale Club
8,713
Other(2)
245,955
44.2
Total
556,365
100.0
25
Tenant Sector Diversification
The following table presents annualized base rents for all sectors as of December 31, 2023:
Tenant Sector
Grocery Stores
53,240
9.6
Home Improvement
48,147
8.7
Tire and Auto Service
47,661
8.6
Convenience Stores
46,135
8.3
Dollar Stores
42,310
7.6
Off-Price Retail
34,920
6.3
General Merchandise
32,331
5.8
Auto Parts
31,636
5.7
Farm and Rural Supply
29,883
5.4
Pharmacy
23,701
4.3
Consumer Electronics
21,730
3.9
Crafts and Novelties
16,915
Discount Stores
14,399
Warehouse Clubs
13,699
Equipment Rental
12,700
2.3
Health Services
11,085
2.0
Dealerships
10,276
1.7
Restaurants - Quick Service
9,215
Health and Fitness
8,660
Specialty Retail
6,620
1.2
Sporting Goods
6,208
1.1
Financial Services
6,030
Restaurants - Casual Dining
5,594
1.0
Home Furnishings
4,001
0.7
Theaters
3,854
Pet Supplies
3,430
0.6
Beauty and Cosmetics
3,233
Shoes
2,875
0.5
Entertainment Retail
2,323
0.4
Apparel
1,531
0.3
Miscellaneous
1,239
0.2
Office Supplies
784
0.1
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Geographic Diversification
The following table presents annualized base rents, by state, for our portfolio as of December 31, 2023:
Texas
40,096
7.2
Florida
33,844
Illinois
30,816
5.5
North Carolina
30,778
Ohio
29,341
5.3
Michigan
27,810
5.0
Pennsylvania
26,126
4.7
New Jersey
23,122
4.2
California
22,191
4.0
New York
21,193
3.8
Georgia
20,564
3.7
Wisconsin
15,719
2.8
Virginia
15,270
2.7
Missouri
14,908
Louisiana
14,033
Kansas
13,661
Connecticut
12,762
South Carolina
12,443
Mississippi
12,379
Minnesota
11,596
Massachusetts
11,274
Tennessee
10,308
1.9
Oklahoma
9,419
Alabama
9,308
Kentucky
8,448
1.5
Indiana
8,437
8,367
62,152
11.2
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Lease Expirations
The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2023, 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
2024
6,106
722
2025
73
17,153
1,684
2026
120
26,874
2,769
2027
155
34,038
3,119
7.1
2028
175
45,925
4,155
9.5
2029
182
55,189
9.9
5,379
12.2
2030
265
55,218
4,240
9.7
2031
180
42,434
2032
232
48,165
3,559
8.1
2033
193
45,005
3,485
7.9
Thereafter
706
180,258
32.4
11,691
26.7
2,309
43,922
Developments
During the year ended December 31, 2023, the Company had 37 development or Developer Funding Platform projects completed or under construction, for which 16 remained under construction as of December 31, 2023. Anticipated total costs for the 16 projects are approximately $63.7 million.
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
The Company’s common stock is traded on the NYSE under the symbol “ADC.” At February 12, 2024, there were 100,519,355 shares of our common stock issued and outstanding which were held by approximately 159 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 12, 2024 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.
The Company intends 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. The Company has historically paid cash dividends, although we may choose to pay a portion in stock dividends in the future. To qualify as a REIT, distributions of at least 90% of our REIT taxable income prior to net capital gains must be made to our stockholders, as well as meet certain other requirements. The distributions must be paid 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. Generally, 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, however such distributions may be treated for REIT tax purposes as a distribution in the year in which they are paid if REIT distribution requirements have been met through earlier distributions. 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, 2023 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, 2023 - October 31, 2023
—
-
November 1, 2023 - November 30, 2023
106
56.96
December 1, 2023 - December 31, 2023
60.98
111
57.15
During the three months ended December 31, 2023, the Company withheld 111 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 year ended December 31, 2023.
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, 2022 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, 2022 and December 31, 2021.
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 99.7% common interest as of December 31, 2023. 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, 2023, the Company’s portfolio consisted of 2,135 properties located in 49 states and totaling approximately 44.2 million square feet of GLA. The portfolio was approximately 99.8% leased and had a weighted average remaining lease term of approximately 8.4 years. A significant majority of the Company’s properties are leased to national tenants and approximately 69.1% 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 $5.74 billion in net investment amount representing 1,839 properties with 38.1 million square feet of gross leasable space as of December 31, 2022 to approximately $6.74 billion in net investment amount representing 2,135 properties with 44.2 million square feet of gross leasable space at December 31, 2023. The Company’s real estate investments were made throughout and between 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 2023 on acquisitions that were made during 2022. Similarly, the full rental income impact of acquisitions made during 2023 will not be seen until 2024.
Acquisitions
During the year ended December 31, 2023, the Company acquired 282 retail net lease assets for approximately $1.20 billion, which includes acquisition and closing costs. These properties are located in 40 states and are leased to tenants operating in 26 diverse retail sectors for a weighted average lease term of approximately 11.3 years. The underwritten weighted-average capitalization rate on the acquisitions was 6.9%.1
Dispositions
During the year ended December 31, 2023, the Company sold six assets, including one former corporate headquarters office building, for net proceeds of $13.8 million. The weighted-average capitalization rate on the dispositions was 6.1%.1
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.
30
Development and Developer Funding Platform
During the year ended December 31, 2023, the Company commenced 13 development and Developer Funding Platform projects. At December 31, 2023 the Company had 16 development or Developer Funding Platform projects under construction.
Comparison of Year Ended December 31, 2023 to Year Ended December 31, 2022
Year Ended
Variance
December 31, 2023
December 31, 2022
(in dollars)
(percentage)
Rental Income
537,403
429,632
107,771
Real Estate Tax Expense
40,092
32,079
8,013
Property Operating Expense
24,961
18,585
6,376
34
Depreciation and Amortization Expense
176,277
133,570
42,707
32
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, 2023 compared to the year ended December 31, 2022, as further described under Results of Operations - Overall above.
General and administrative expenses increased $4.7 million, or 15%, to $34.8 million for the year ended December 31, 2023, compared to $30.1 million for the year ended December 31, 2022. The increase was primarily the result of increased compensation costs due to inflationary increases and higher stock based compensation expense as a result of changing the vesting period for awards granted in 2023. General and administrative expenses as a percentage of total revenue decreased to 6.5% for the year ended December 31, 2023 from 7.0% for the year ended December 31, 2022.
Interest expense increased $17.7 million, or 28%, to $81.1 million for the year ended December 31, 2023, compared to $63.4 million for the year ended December 31, 2022. The increase in interest expense was primarily a result of higher levels of borrowings in 2023 in comparison to 2022 in order to finance the acquisition and development of additional properties, as well as higher interest rates under the Revolving Credit Facility. Borrowings increased due to the $350 million 2029 Unsecured Term Loan that closed in July 2023 and the issuance of the $300 million 2032 Senior Unsecured Public Notes in August 2022. These borrowings resulted in increases in interest expense during the year ended December 31, 2023 of $6.7 million related to the 2029 Unsecured Term Loan, $7.1 million related to the 2032 Senior Unsecured Public Notes, and $0.5 million related to the amortization of deferred financing fees. In addition, borrowing levels and interest rates on the Revolving Credit Facility during the year ended December 31, 2023 were higher than the comparative period in 2022 resulting in an increase in interest expense of $4.4 million. These increases in interest expense during 2023 were partially offset by an increase of $0.7 million of capitalized interest during the year ended December 31, 2023 as compared to the same period in 2022 due to the increased level of activity in development and Development Funding Platform projects during 2023 as well as a decrease of $0.5 million of interest expense related to mortgages driven by the repayment of mortgage principal during 2023 and 2022. (see Liquidity and Capital Resources – Debt below).
Gain on sale of assets decreased $3.5 million to $1.8 million for the year ended December 31, 2023, compared to $5.3 million for the year ended December 31, 2022. Six properties were sold during the year ended December 31, 2023 while seven properties were sold during the year ended December 31, 2022. 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.
Provision for impairment increased $6.2 million to $7.2 million for the year ended December 31, 2023, compared to $1.0 million for the year ended December 31, 2022. 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.
Net income increased $17.5 million, or 11%, to $170.5 million for the year ended December 31, 2023, compared to $153.0 million for the year ended December 31, 2022. The change was the result of the growth in the portfolio partially offset by
31
the items discussed above. After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $17.5 million, or 12% to $162.5 million for the year ended December 31, 2023, compared to $145.0 million for the year ended December 31, 2022.
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.
In September 2023, the Company repaid a $4.6 million, 5.01% per annum, interest only mortgage note at maturity.
In July 2023, the Company closed on an unsecured $350 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. Borrowings under the Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. Based on the Company’s credit ratings at the time of closing, pricing on the 2029 Unsecured Term Loan was 95 basis points over SOFR. The Company used the existing $350 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
The Company expects to meet its short-term liquidity requirements through cash and cash equivalents held as of December 31, 2023, cash provided from operations, and borrowings under its revolving credit facility. As of December 31, 2023, available cash and cash equivalents, including cash held in escrow, was $14.5 million.
As of December 31, 2023, the Company had $227.0 million outstanding on its revolving credit facility and $773.0 million 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, and 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 the risks detailed in Part I, Item 1A, “Risk Factors.”
Capitalization
As of December 31, 2023, the Company’s total enterprise value was approximately $8.94 billion. Total enterprise value consisted of $6.35 billion of common equity (based on the December 31, 2023 closing price of Company common stock on the NYSE of $62.95 per common share and assuming the conversion of Operating Partnership Common Units), $175.0 million of preferred equity (stated at liquidation value), and $2.43 billion of total debt including (i) $227.0 million of borrowings under its revolving credit facility; (ii) $1.81 billion of senior unsecured notes; (iii) $350.0 million of unsecured term loans (iv) $44.9 million of mortgage notes payable; less $14.5 million cash, cash equivalents and cash held in escrow. The Company’s total debt to total enterprise value was 27.2% at December 31, 2023.
At December 31, 2023, the non-controlling interest in the Operating Partnership consisted of a 0.3% 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 100,866,974 shares of common stock outstanding at December 31, 2023.
Shelf Registration
The Company has filed with the SEC an automatic shelf registration statement on Form S-3ASR, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants of the Company 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 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 an additional 750,000 shares, in connection with forward sale agreements. During 2022, the Company settled all of the December 2021 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.
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 Company settled all of the May 2022 forward sales agreements in 2022 which resulted in net proceeds to the Company of approximately $386.7 million, after deducting fees and expenses and making certain other adjustments.
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. During 2022, the Company settled 1,600,000 shares of common stock under the forward sale agreements, realizing net proceeds of $106.2 million. During 2023, the Company settled the remaining 4,150,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $275.0 million. The offering resulted in total net proceeds to the Company of $381.2 million after deducting fees and expenses and making certain adjustments.
Preferred Stock Offering
As of December 31, 2023, the Company 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 $25.00 per share liquidation value, plus any accrued and unpaid dividends. This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.
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ATM Programs
The Company enters into ATM programs through which the Company, from time to time, sells shares of common stock and enters into forward sale agreements. The results of ATM programs are shown in the following table.
Program Size
Net Proceeds Received
Program Year
($ million)
Shares Issued
2020
*
$400.0
3,334,056
$209.5
2021
$500.0
5,453,975
$379.1
2022
$750.0
10,197,230
$669.1
* ATM Programs have been terminated and no future issuance will occur under them.
In September 2022, the Company entered into a $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, 2023, the Company entered into forward sale agreements to sell an aggregate of 10,197,230 shares of common stock under the 2022 ATM Program, for anticipated net proceeds of $669.1 million. The Company has settled 6,363,359 shares of these forward sale agreements as of December 31, 2023 for net proceeds of approximately $433.4 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 January 2025. The Company had approximately $75.8 million of availability remaining under this program as of December 31, 2023.
The below table summarizes the Company’s outstanding debt as of December 31, 2023 and December 31, 2022 (presented in thousands):
All-in
Coupon
Principal Amount Outstanding
Interest Rate
Rate
Maturity
Senior Unsecured Revolving Credit Facility
Revolving Credit Facility (1)
6.27
January 2026
227,000
100,000
Total Credit Facility
Unsecured Term Loan
2029 Unsecured Term Loan (2)
4.52
January 2029
350,000
Total Unsecured Term Loan
Senior Unsecured Notes (3)
2025 Senior Unsecured Notes
4.16
May 2025
50,000
2027 Senior Unsecured Notes
4.26
May 2027
2028 Senior Unsecured Public Notes (4)
2.11
2.00
June 2028
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 (4)
3.49
2.90
October 2030
2031 Senior Unsecured Notes
4.47
October 2031
2032 Senior Unsecured Public Notes (4)
3.96
4.80
October 2032
300,000
2033 Senior Unsecured Public Notes (4)
2.13
2.60
June 2033
Total Senior Unsecured Notes
1,810,000
Mortgage Notes Payable
Single Asset Mortgage Loan
5.01
September 2023
4,622
Portfolio Credit Tenant Lease
July 2026
2,618
3,523
Four Asset Mortgage Loan
3.63
December 2029
42,250
Total Mortgage Notes Payable
44,868
50,395
Total Principal Amount Outstanding
2,431,868
1,960,395
(1) The interest rate of the Revolving Credit Facility assumes SOFR as of December 31, 2023 of 5.39%.
(2) The interest rate of the Unsecured Term Loan reflects the spread of 95 basis points plus the impact of the interest rate swaps which convert $350 million of SOFR based interest to a fixed interest rate of 3.57%.
(3) All-in interest rate for Senior Unsecured Notes reflects the straight-line amortization of the terminated swap agreements, as applicable.
(4) The principal amounts outstanding are presented excluding their original issue discounts.
The Company’s First Amendment to the Third Amended and Restated Revolving Credit Agreement provides for a $1.0 billion Revolving Credit Facility and converted the interest rate on the existing $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 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 on the Revolving Credit Facility will decrease 1 basis point beginning in January 2024 due to improvements in the Company’s ESG rating score during 2023. Pricing may further be reduced if additional specific ESG rating improvements are achieved.
The Company and Richard Agree, the Executive Chairman of the Company, were parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree had 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 parties terminated the Reimbursement Agreement and entered into a new reimbursement agreement dated October 3, 2023 (the “New Reimbursement Agreement”). Pursuant to the New Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for his proportionate share of loss incurred under the Revolving Credit Facility in an amount to be determined by facts and circumstances at the time of loss.
On July 31, 2023, the Company closed on the 2029 Unsecured Term Loan, an unsecured $350 million 5.5-year term loan which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. The Company used the existing $350 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
Senior Unsecured Notes – Private Placement
The 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.
Senior Unsecured Notes – Public Offerings
The 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. These guarantees are senior
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unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness) of the guarantors.
The Public Notes are governed by an Indenture, dated August 17, 2020, among the Operating Partnership, the Company and respective trustee (as amended and 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.
As of December 31, 2023, the Company had total gross mortgage indebtedness of $44.9 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $79.3 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.78% as of December 31, 2023.
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, 2023, 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, 2023.
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, 2023 increased by $29.5 million over 2022, primarily due to the increase in the size of the Company’s real estate investment portfolio, partially offset by normal course changes in working capital as well as the proceeds received in connection with the settlement of interest rate swaps during 2022. No such settlements were completed in 2023.
Investing - Net cash used in investing activities was $341.0 million lower during the year ended December 31, 2023, compared to 2022 primarily due to:
Financing - Net cash provided by financing activities decreased by $368.5 million during the year ended December 31, 2023, compared to 2022 primarily due to:
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Material Cash Requirements
In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land.
963
1,026
629
Senior Unsecured Notes
410,000
1,300,000
Land Lease Obligations
7,449
1,197
1,195
1,042
1,013
27,796
39,692
Estimated Interest Payments on Outstanding Debt (2)
99,497
98,217
83,652
81,812
75,811
136,285
575,274
107,909
150,440
312,476
132,854
486,824
1,856,331
3,046,834
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, 2023 the Company had 37 development or Developer Funding Platform projects completed or under construction, for which 16 remain under construction as of December 31, 2023. Anticipated total costs for the 16 projects are approximately $63.7 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.
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During the fourth quarter of 2023 the Company declared monthly dividends of $0.247 per common share for October, November, and December 2023. 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 recorded as a liability on the Consolidated Balance Sheet at December 31, 2023 and were paid on January 16, 2024.
During the fourth quarter of 2023, the Company declared monthly dividends on the Series A Preferred Shares for October, November, and December 2023 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 recorded as a liability on the Consolidated Balance Sheet at December 31, 2023 and were paid on January 2, 2024.
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 a different presentation 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 assumptions, including those around market land values and market rental rates, are inherently subjective. While assumptions 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.
38
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) 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 operations.
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,
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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.
The following table provides a reconciliation of net income to FFO, Core FFO, and AFFO for the years ended December 31, 2023, 2022 and 2021 (presented in thousands):
December 31, 2021
Reconciliation from Net Income to Funds from Operations
Net income
170,547
153,035
122,876
Less Series A preferred stock dividends
7,437
2,148
Net income attributable to Operating Partnership common unitholders
163,110
145,598
120,728
Depreciation of rental real estate assets
115,617
88,685
66,732
Amortization of lease intangibles - in-place leases and leasing costs
58,967
44,107
28,379
Provision for impairment
7,175
1,015
1,919
(Gain) loss on sale or involuntary conversion of assets, net
(1,849)
(5,258)
(15,111)
Funds from Operations - Operating Partnership common unitholders
343,020
274,147
202,647
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
33,430
33,563
24,284
Core Funds from Operations - Operating Partnership common unitholders
376,450
307,710
241,545
Straight-line accrued rent
(12,142)
(13,176)
(11,857)
Stock-based compensation expense
8,338
6,464
5,467
Amortization of financing costs and original issue discounts
4,403
3,141
Non-real estate depreciation
1,693
778
618
Adjusted Funds from Operations - Operating Partnership common unitholders
378,742
304,917
236,970
Funds from Operations per common share and partnership unit - diluted
3.58
3.45
3.00
Core Funds from Operations per common share and partnership unit - diluted
3.93
3.87
Adjusted Funds from Operations per common share and partnership unit - diluted
3.95
3.83
3.51
Weighted average shares and Operating Partnership common units outstanding
Basic
95,539,028
79,006,952
67,149,861
Diluted
95,785,031
79,512,005
67,486,698
Additional supplemental disclosure
Scheduled principal repayments
905
850
799
Capitalized interest
1,957
1,261
249
Capitalized building improvements
9,819
7,945
5,821
40
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 employed to fix interest rates.
Average Interest Rate
6.20
Average Interest Rate (2)
2.45
The table above incorporates those exposures that exist as of December 31, 2023; 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.
In June 2023, the Company entered into $350 million of forward starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps exchange variable rate interest on $350 million of SOFR indexed debt to a weighted average fixed interest rate of 3.57% beginning August 1, 2023 through January 1, 2029. The swaps are designated to hedge the variable rate interest payments indexed to SOFR in the Senior Unsecured Term Loan which matures January 2029. As of December 31, 2023, these interest rate swaps were valued as a liability of approximately $1.3 million.
In December 2023, the Company entered into $150 million forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in SOFR. The swaps exchange variable rate SOFR interest on $150 million of SOFR indexed debt to a weighted average fixed interest rate of 3.60% beginning December 31, 2024 through
the maturity date of December 31, 2034. The swaps are designated to hedge previously unhedged variable rate interest payments indexed to SOFR. As of December 31, 2023, these interest rate swaps were valued as a liability of approximately $3.2 million.
The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any other derivative instruments as of December 31, 2023.
The fair value of the mortgage notes payable and senior unsecured notes is estimated to be $41.2 million and $1.60 billion, respectively, as of December 31, 2023. The fair value of the Revolving Credit Facility and Unsecured Term Loan approximate their carrying values as they are variable rate debt.
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
At 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 its 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 the Company files 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, 2023.
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
Rule 10b5-1 Trading Plans – Directors and Section 16 Officers
During the three months ended December 31, 2023, none of the Company’s directors or Section 16 officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement”.
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 2024 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 2025 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, 2023.
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
169,809
(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, 2023 and 2022
● Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
● Consolidated Statement of Equity for the Years Ended December 31, 2023, 2022 and 2021
● Consolidated Statements of Cash Flow for the Years Ended December 31, 2023, 2022 and 2021
● 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
3.1.1
Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).
3.1.2
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).
3.1.3
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 3, 2016).
3.1.4
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).
3.1.5
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).
3.1.6
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).
3.1.7
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).
3.2.1
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).
3.2.2
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).
4.1
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).
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).
4.4
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, 2021).
4.6
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).
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).
46
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).
10.1.1
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).
10.1.2
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).
10.1.3
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).
10.1.4
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).
10.1.5
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).
10.2+
Summary of Director Compensation (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).
10.3.1+
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).
10.3.2+
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).
10.3.3+
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).
10.3.4+
Form of Performance Unit Award Notice pursuant to 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 March 31, 2019).
47
10.4.1+
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).
10.5
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).
10.6
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).
10.7
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).
10.8*
Reimbursement Agreement, dated as of October 3, 2023 by and between the Company and Richard Agree.
10.9
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).
10.10.1+
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).
10.10.2+
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).
10.10.3+
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).
10.10.4
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).
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 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).
10.7+
Employment Agreement, dated October 1, 2023, by and between Agree Realty Corporation and Joel Agree (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on October 24, 2023).
10.8+
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).
10.8.1+
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).
48
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).
10.10.1
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).
10.10.2
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 (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022).
10.11+
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).
10.12
Term Loan Agreement, dated as of July 31, 2023 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 August 1, 2023).
19.1*
Agree Realty Corporation Insider Trading Policy, adopted September 4, 2019, and amended December 7, 2023.
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.
97.1*
Agree Realty Corporation Compensation Recovery Policy, effective as of December 1, 2023.
101*
The following materials from Agree Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 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.
49
104*
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
† The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Agree Realty Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10‑K, irrespective of any general incorporation language contained in such filing.
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-38
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and ShareholdersAgree 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, 2023, 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, 2023, 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, 2023, and our report dated February 13, 2024 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, PennsylvaniaFebruary 13, 2024
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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 13, 2024 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 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 2023, the Company purchased 282 retail net lease assets for approximately $1.20 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 complex and involved subjectivity. In particular, the fair value estimates are sensitive to significant assumptions. Those significant assumptions include market land value and market rent.
F-3
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,
2023
ASSETS
Real Estate Investments
Land
2,282,354
1,941,599
Buildings
4,861,692
4,054,679
Less accumulated depreciation
(433,958)
(321,142)
6,710,088
5,675,136
Property under development
33,232
65,932
Net Real Estate Investments
6,743,320
5,741,068
Real Estate Held for Sale, net
3,642
Cash and Cash Equivalents
10,907
27,763
Cash Held in Escrows
3,617
1,146
Accounts Receivable - Tenants, net
82,954
65,841
Lease Intangibles, net of accumulated amortization of
$360,061 and $263,011 at December 31, 2023 and December 31, 2022, respectively
854,088
799,448
Other Assets, net
76,308
77,923
Total Assets
7,774,836
6,713,189
See accompanying notes to consolidated financial statements.
LIABILITIES
Mortgage Notes Payable, net
42,811
47,971
Unsecured Term Loan, net
346,798
Senior Unsecured Notes, net
1,794,312
1,792,047
Unsecured Revolving Credit Facility
Dividends and Distributions Payable
25,534
22,345
Accounts Payable, Accrued Expenses, and Other Liabilities
101,401
83,722
$42,813 and $35,992 at December 31, 2023 and December 31, 2022, respectively
36,827
36,714
Total Liabilities
2,574,683
2,082,799
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, 2023 and December 31, 2022
175,000
Common stock, $.0001 par value, 180,000,000 shares authorized, 100,519,355 and 90,173,424 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively
Additional paid-in-capital
5,354,120
4,658,570
Dividends in excess of net income
(346,473)
(228,132)
Accumulated other comprehensive income (loss)
16,554
23,551
Total Equity - Agree Realty Corporation
5,199,211
4,628,998
Non-controlling interest
942
1,392
Total Equity
5,200,153
4,630,390
Total Liabilities and Equity
F-6
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Revenues
Rental income
339,067
Other
92
256
Total Revenues
537,495
429,814
339,323
Operating Expenses
Real estate taxes
25,513
Property operating expenses
13,996
Land lease expense
1,664
1,617
1,552
General and administrative
34,788
30,121
25,456
Depreciation and amortization
95,729
Total Operating Expenses
284,957
216,987
164,165
Gain (loss) on sale of assets, net
1,849
5,341
14,941
Gain (loss) on involuntary conversion, net
(83)
170
Income from Operations
254,387
218,085
190,269
Other (Expense) Income
Interest expense, net
(81,119)
(63,435)
(50,378)
Income tax (expense) benefit
(2,910)
(2,860)
(2,401)
Loss on early extinguishment of term loans and settlement of related interest rate swaps
(14,614)
Other (expense) income
189
1,245
Net Income
Less net income attributable to non-controlling interest
588
598
603
Net income attributable to Agree Realty Corporation
169,959
152,437
122,273
Net Income Attributable to Common Stockholders
162,522
145,000
120,125
Net Income Per Share Attributable to Common Stockholders
1.70
1.84
1.79
1.83
1.78
Other Comprehensive Income
Amortization of interest rate swaps
(2,519)
(684)
950
Change in fair value and settlement of interest rate swaps
(4,501)
29,881
29,980
Total comprehensive income (loss)
163,527
182,232
153,806
Less comprehensive income (loss) attributable to non-controlling interest
565
741
770
Comprehensive Income (Loss) Attributable to Agree Realty Corporation
162,962
181,491
153,036
Weighted Average Number of Common Shares Outstanding - Basic
95,191,409
78,659,333
66,802,242
Weighted Average Number of Common Shares Outstanding - Diluted
95,437,412
79,164,386
67,139,079
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, 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
Issuance of common stock, net of issuance costs
11,179,982
744,846
744,847
Repurchase of common shares
(28,051)
(1,813)
Issuance of stock under the 2020 Omnibus Incentive Plan
138,894
320
Forfeiture of restricted stock
(26,997)
(560)
Stock-based compensation
5,358
Series A preferred dividends declared for the period
(2,148)
Common stock dividends and distributions declared for the period
(176,148)
(903)
(177,051)
Amortization, changes in fair value, and settlement of interest rate swaps
30,763
167
30,930
Balance, December 31, 2021
71,285,311
3,395,549
(147,366)
(5,503)
1,629
3,419,316
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
10,267,768
689,896
689,897
(36,780)
(2,684)
129,775
(14,832)
(11)
8,349
(280,863)
(1,015)
(281,878)
(6,997)
(23)
(7,020)
Balance, December 31, 2023
100,519,355
Cash dividends declared per depositary share of Series A preferred stock:
For the twelve months ended December 31, 2021
0.307
For the twelve months ended December 31, 2022
1.063
For the twelve months ended December 31, 2023
Cash dividends declared per common share:
2.604
2.805
2.919
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
33,096
33,337
Amortization from financing costs, credit facility costs and debt discount
4,737
4,065
2,360
4,798
Gain(loss) on settlement of interest rate swaps
28,414
16,748
(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
(5,086)
(4,447)
(Increase) decrease in other assets
121
4,891
(3,231)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities
10,384
15,048
10,827
Net Cash Provided by Operating Activities
391,598
362,121
246,315
Cash Flows from Investing Activities
Acquisition of real estate investments and other assets
(1,206,025)
(1,578,511)
(1,400,685)
Development of real estate investments and other assets, net of reimbursements (including capitalized interest of $1,957 in 2023, $1,261 in 2022, and $249 in 2021)
(82,368)
(81,875)
(41,464)
Payment of leasing costs
(447)
(503)
(468)
Net proceeds from sale of assets
13,843
44,914
56,002
Net Cash Used in Investing Activities
(1,274,997)
(1,615,975)
(1,386,615)
Cash Flows from Financing Activities
Proceeds from Series A preferred stock offering, net
Proceeds from common stock offerings, net
Unsecured revolving credit facility borrowings
1,231,000
1,035,000
594,000
Unsecured revolving credit facility repayments
(1,104,000)
(1,095,000)
(526,000)
Payments of mortgage notes payable
(5,527)
(24,490)
(799)
Proceeds from unsecured term loan
Payments of unsecured term loans
(240,000)
Proceeds from senior unsecured notes
297,513
640,623
Payments on senior notes
Payment of Series A preferred dividends
(7,438)
(1,529)
Payment of common stock dividends
(277,676)
(220,304)
(194,296)
Distributions to non-controlling interest
(1,012)
(971)
(1,042)
Payments for financing costs
(3,546)
(2,708)
(6,704)
Net Cash Provided by Financing Activities
869,014
1,237,513
1,177,595
Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow
(14,385)
(16,341)
37,295
Cash and cash equivalents and cash held in escrow, beginning of period
28,909
45,250
7,955
Cash and cash equivalents and cash held in escrow, end of period
14,524
Supplemental Disclosure of Cash Flow Information
Cash paid for interest (net of amounts capitalized)
87,481
58,784
56,150
Cash paid for income tax
3,065
2,395
1,816
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Lease right of use assets added under new ground leases
6,302
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
24,914
21,725
16,261
Change in accrual of development, construction and other real estate investment costs
2,785
3,199
(5,537)
Agree Realty Corporation
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 its 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 99.7% and 99.6% common equity interest as of December 31, 2023 and 2022, respectively. 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 100% of the 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 (Refer to Note 6 - Common and Preferred Stock), providing income and distributions to the Company equal to the dividends payable on that stock.
At December 31, 2023 and 2022, respectively, the non-controlling interest in the Operating Partnership consisted of a 0.3% and 0.4% common ownership interest in the Operating Partnership held by the Company’s founder and Executive Chairman. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of 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 its shares. Assuming the exchange of all non-controlling Operating Partnership Common Units, there would have been 100,866,974 shares of common stock outstanding at December 31, 2023.
As of December 31, 2023, the Company owned 2,135 properties, with a total gross leasable area (“GLA”) of approximately 44.2 million square feet. As of December 31, 2023, the Company’s portfolio was approximately 99.8% leased and had a weighted average remaining lease term (excluding extension options) of approximately 8.4 years. A significant majority of its properties are leased to national tenants and approximately 69.1% 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.
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
Consolidation
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 Company consolidates the Operating Partnership under the guidance set forth in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, and as a result, the Consolidated Financial Statements include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. All material intercompany accounts and transactions are eliminated, including the Company’s Series A preferred equity interest in the Operating Partnership.
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 FASB 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 as 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, 2023, 2022 and 2021 (presented in thousands):
For the Year Ended December 31,
Lease intangibles (in-place)
58,396
43,553
27,827
Lease intangibles (above-market)
39,917
39,603
30,596
Lease intangibles (below-market)
(6,821)
(6,266)
(6,312)
91,492
76,890
52,111
F-11
The following schedule represents estimated future amortization of lease intangibles as of December 31, 2023 (presented in thousands):
Year Ending December 31,
61,552
58,498
55,050
49,437
43,295
186,828
454,660
37,642
35,308
33,579
30,984
27,510
234,405
399,428
(5,223)
(4,787)
(4,433)
(4,084)
(3,265)
(15,035)
(36,827)
93,971
89,019
84,196
76,337
67,540
406,198
817,261
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, the Company’s 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 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”). The Company had $13.4 million and $27.1 million in cash and cash equivalents and cash held in escrow as of December 31, 2023 and 2022, respectively, in excess of the FDIC insured limit.
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 and 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
F-12
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, 2023 and 2022 was $65.9 million and $53.9 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 revenue related to the straight-line method of reporting rental revenue.
As of December 31, 2023, the Company has three leases across three tenants where collection is not 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 tenants accounted for on the cash basis resulted in an increase to rental income and net income of $0.4 million for the year ended December 31, 2023 due to the receipt of amounts previously considered uncollectible, and 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. The Company had no general allowance as of December 31, 2023 and 2022.
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, 2023 and 2022 was $14.0 million and $11.1 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 common shares (“restricted
F-13
shares”), which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing net income per share of common stock. In accordance with the two-class method, earnings per share has been computed by dividing 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 less net income attributable to unvested restricted shares by the weighted average shares of common shares 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
(405)
(376)
(369)
Net income used in basic and diluted earnings per share
162,117
144,624
119,756
Weighted average number of common shares outstanding
95,431,468
78,885,063
67,004,069
Less: Unvested restricted shares
(240,059)
(225,730)
(201,827)
Weighted average number of common shares outstanding used in basic earnings per share
Effect of dilutive securities:
Share-based compensation
131,261
129,474
118,460
ATM Forward Equity Offerings
39,519
63,381
203,957
December 2021 Forward Equity Offering
89,963
14,420
May 2022 Forward Equity Offering
173,429
September 2022 Forward Equity Offering
75,223
48,806
Weighted average number of common shares outstanding used in diluted earnings per share
Operating Partnership Units ("OP Units")
347,619
Weighted average number of common shares and OP Units outstanding used in diluted earnings per share
For the year ended December 31, 2023, 185 shares of common stock related to restricted shares granted in 2021 and 2022 were anti-dilutive and were not included in the computation of 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.
F-14
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.
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 the Company’s 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, 2023, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes related to the Company’s REIT taxable income 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 entities 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.
F-15
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 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 the Company’s 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 (“ASC 820”). 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.
F-16
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. There was no impact upon adoption of the guidance on January 1, 2024 as the Company does not have sale restrictions on equity securities.
In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60) (“ASU 2023-05”). ASU 2023-05 addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 will require that a joint venture apply a new basis of accounting upon formation. By applying a new basis of accounting, a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in ASC 2023-05 are effective prospectively for all joint ventures formed on or after January 1, 2025. Joint ventures formed prior to January 1, 2025 may elect to apply the amendments retrospectively and early adoption is permitted. The Company does not have joint ventures and as such does not anticipate any impact from the amendments.
In November 2023, the FASB issues ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosure by requiring disclosure of incremental segment information on an annual and interim basis such as, annual and interim disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, interim disclosure of a reportable segment’s profit or loss and assets and require that a public entity that has a single reportable segment provide all the disclosures required by ASU 2023-07 and all existing segment disclosures in Topic 280. The amendments in ASU 2023-07 do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The disclosures are applied retrospectively to all periods presented and early adoption is permitted. The Company has one reportable segment and continues to evaluate additional disclosures that may be required for entities with a single reportable segment.
In December 2023, the FASB issues ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires annual disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold within the rate reconciliation. In addition, the amendments require annual disclosure of income taxes paid disaggregated by federal, state and foreign jurisdictions as well as individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis, however early adoption and retrospective adoption is permitted. The Company continues to evaluate the potential impact of the guidance and potential additional disclosures required.
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.
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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 with 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.
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.
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, 2023, 2022 and 2021 (presented in thousands).
Total lease payments
558,200
450,369
352,797
Less: Operating cost reimbursements and percentage rents
60,694
47,962
36,929
Total non-variable lease payments
497,506
402,407
315,868
At December 31, 2023, 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
558,548
553,567
534,151
507,623
470,740
2,341,234
4,965,863
Deferred Revenue
As of December 31, 2023 and 2022, there was $21.9 million and $18.1 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, 2023 and 2022, the Company had $60.2 million and $60.9 million, respectively, of right of use assets, net, recognized within other assets in the Consolidated Balance Sheets, while the corresponding lease obligations, net, of
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$23.0 million and $23.6 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 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 $1.7 million, $1.6 million, and $1.6 million for the years ending December 31, 2023, 2022 and 2021, 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, $0.3 million and $0.2 million during the years ended December 31, 2023, 2022 and 2021.
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, 2023, 2022 and 2021 (presented in thousands).
Operating leases:
Operating cash outflows
1,112
Weighted-average remaining lease term - operating leases (years)
33.2
33.5
33.8
Finance leases:
252
255
215
Financing cash outflows
84
81
93
Weighted-average remaining lease term - finance leases (years)
0.8
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
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The following is a maturity analysis of lease liabilities for operating land leases as of December 31, 2023 for the following five years. (presented in thousands)
Lease payments
33,440
Imputed interest
(690)
(669)
(647)
(627)
(609)
(13,254)
(16,496)
Total lease liabilities
507
528
548
415
404
14,542
16,944
The weighted-average discount rate used in computing operating and finance lease obligations approximated 4% at December 31, 2023, 2022 and 2021.
The following is a maturity analysis of lease liabilities for finance land leases as of December 31, 2023 for the following five years. (presented in thousands)
6,252
(207)
6,045
Note 4 – Real Estate Investments
Real Estate Portfolio
As of December 31, 2023, the Company owned 2,135 properties, with a total GLA of approximately 44.2 million square feet. Net Real Estate Investments totaled $6.74 billion as of December 31, 2023. As of December 31, 2022, the Company owned 1,839 properties, with a total GLA of approximately 38.1 million square feet. Net Real Estate Investments totaled $5.74 billion as of December 31, 2022.
During 2023, the Company purchased 282 retail net lease assets for approximately $1.20 billion, which includes acquisition and closing costs. These properties are located in 40 states and had a weighted average remaining lease term of approximately 11.3 years. The aggregate 2023 acquisitions were allocated approximately $325.2 million to land, $726.1 million to buildings and improvements, and $147.4 million to lease intangibles.
During 2022, the Company purchased 434 retail net lease assets for approximately $1.60 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, $1.00 billion to buildings and improvements, $204.9 million to lease intangibles, net and $2.5 million to assumed mortgage debt discount.
The 2023 and 2022 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 2023 or 2022 caused any new or existing tenant to comprise 10% or more of the Company’s total annualized contractual base rent at December 31, 2023 or 2022.
During the third quarter of 2023, the Company changed the name of its Partner Capital Solutions program to Developer Funding Platform (“DFP”).
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During 2023, the Company commenced 13 and completed 21 development or DFP projects. At December 31, 2023, the Company had 16 development or DFP projects under construction.
During 2022, the Company commenced 28 and completed seven development or DFP projects. At December 31, 2022, the Company had 24 development or DFP projects under construction.
During 2023, the Company sold real estate properties for net proceeds of $13.8 million and recorded a net gain of $1.8 million.
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 the year ended December 31, 2023, the Company completed construction and moved its headquarters to a new corporate office building. Prior to the move, the Company’s headquarters were located in two office buildings owned by the Company. The Company began marketing for sale the previous corporate office buildings in early 2023, disposing of one in October 2023 to a third party. The Company received two bona fide offers on the remaining corporate office building during the fourth quarter of 2023, the highest of which was received from an entity controlled by one of the Company’s Independent Directors. The transaction to sell the building for $3.7 million to the related party entity was approved by the Company’s Audit Committee prior to accepting the offer and entering into the purchase and sale agreement. As a result of the offers received related to the remaining corporate office building, the Company recognized impairment of $2.7 million to state the carrying value of the building at it’s fair value. The building was classified as held for sale as of December 31, 2023 and the all cash disposition closed on January 16, 2024. No amounts were due to or due from the Independent Director or the related party entity as of December 31, 2023 or subsequent to closing the disposition.
The Company classified one property as real estate held for sale at December 31, 2023, the assets for which are separately presented in the Consolidated Balance Sheets. No properties were classified as held for sale at December 31, 2022.
Real estate held for sale consisted of the following as of December 31, 2023 and 2022 (presented in thousands):
671
Building
2,978
3,649
Accumulated depreciation and amortization, net
(7)
Total Real Estate Held for Sale, net
Provisions for Impairment
As a result of the Company’s review of real estate investments, it recognized provision for impairment of $7.2 million, $1.0 million and $1.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. The estimated fair value of the impaired real estate assets at their time of impairment during 2023, 2022 and 2021 was $6.3 million, $1.8 million and $1.0 million, respectively.
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Note 5 – Debt
As of December 31, 2023, the Company had total gross indebtedness of $2.43 billion, including (i) $44.9 million of mortgage notes payable; (ii) $350.0 million unsecured term loan; (iii) $1.81 billion of senior unsecured notes; and (iv) $227.0 million outstanding under the Revolving Credit Facility (defined below).
As of December 31, 2023, the Company had total gross mortgage indebtedness of $44.9 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $79.3 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.78% as of December 31, 2023 and 3.94% as of December 31, 2022.
Mortgage notes payable consisted of the following (presented in thousands):
Note payable in monthly installments of interest only at 5.01% per annum, matured in 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, net
(2,057)
(2,424)
During the year ended December 31, 2023, the Company repaid the $4.6 million, 5.01% per annum, interest only mortgage note at maturity.
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, the mortgage debt was recorded at fair value 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 the Company 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, 2023, 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 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.
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The following table presents the unsecured term loan principal balances net of unamortized debt issuance costs as of December 31, 2023 and December 31, 2022 (presented in thousands):
Interest Rate (1)
2029 Unsecured Term Loan
Total Principal
Unamortized debt issuance costs, net
(3,202)
(1) Interest rate at December 31, 2023 reflects the spread of 95 basis points plus the impact of interest rate swaps which converted $350 million of SOFR-based interest to a fixed interest rate of 3.57%.
On July 31, 2023, the Company closed on the unsecured $350 million 5.5-year term loan (the “2029 Unsecured Term Loan”) which includes an accordion option that allows the Company to request additional lender commitments up to a total of $500 million and matures in January 2029. Borrowings under the 2029 Unsecured Term Loan are priced at SOFR plus a spread of 80 to 160 basis points over SOFR, depending on the Company’s credit ratings, plus a SOFR adjustment of 10 basis points. Based on the Company’s credit ratings at the time of closing, pricing on the 2029 Unsecured Term Loan was 95 basis points over SOFR. The Company used the existing $350 million of forward starting interest rate swaps to hedge the variable SOFR priced interest to a weighted average fixed rate of 3.57% until January 2029.
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, 2023, and 2022 (presented in thousands):
2028 Senior Unsecured Public Notes
2030 Senior Unsecured Public Notes
2032 Senior Unsecured Public Notes
2033 Senior Unsecured Public Notes
Unamortized debt issuance costs and original issue discounts, net
(15,688)
(17,953)
(1) The all-in interest rate reflects the straight-line amortization of the terminated swap agreements, as applicable.
The Company has entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows on forecasted issuances of debt. Refer to Note 9 – Derivative Instruments and Hedging Activity. In connection with
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pricing certain Senior Unsecured Notes and Senior Unsecured Public Notes, the Company terminated forward-starting interest rate swap agreements to fix the interest rate on all or a portion of the respective notes.
Senior Unsecured Notes – Private Placements
The 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. These guarantees are senior unsecured obligations of the guarantors, rank equally in right of payment with all other existing and future senior unsecured indebtedness and are effectively subordinated to all secured indebtedness of the Operating Partnership and each guarantor (to the extent of the value of the collateral securing such indebtedness) of the guarantors.
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 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.
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. At December 31, 2023, the Revolving Credit Facility bore interest of 6.265%, which is comprised of SOFR of 5.39% plus the spread of 87.5 basis points. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing on the Revolving Credit Facility will decrease 1 basis point beginning in January 2024 due to improvements in the Company’s ESG rating score during 2023. Pricing may further be reduced if additional specific ESG rating improvements are achieved.
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 Company and Richard Agree, the Executive Chairman of the Company, were parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree had 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 parties terminated the
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Reimbursement Agreement and entered into a new reimbursement agreement dated October 3, 2023 (the “New Reimbursement Agreement”). Pursuant to the New Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for his proportionate share of loss incurred under the Revolving Credit Facility in an amount to be determined by facts and circumstances at the time of loss.
Debt Maturities
The following table presents scheduled principal payments related to the Company’s debt as of December 31, 2023 (presented in thousands):
Scheduled
Balloon
Principal
Payment
51,026
2026 (1)
227,629
1,692,250
Total scheduled principal payments
2,429,250
Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum total 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, 2023, 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, 2023.
Note 6 – Common and Preferred Stock
On May 5, 2023, the Company filed an automatic shelf registration statement on Form S-3ASR 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.
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 an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled all of these 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.
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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 an additional 750,000 shares, in connection with forward sale agreements. As of December 31, 2022, the Company settled all of these 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.
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 an additional 750,000 shares, in connection with forward sale 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. During the year ended December 31, 2023, the Company settled the remaining 4,150,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $275.0 million. The offering resulted in total net proceeds to the Company of $381.2 million after deducting fees and expenses and making certain adjustments.
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. Monthly 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 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.
The Company enters into at-the-market (“ATM”) programs through which the Company, from time to time, sells shares of common stock and enters into forward sale agreements. The results of the ATM programs are shown in the following table.
As of December 31, 2023, the Company entered into forward sale agreements to sell an aggregate of 10,197,230 shares of common stock under the 2022 ATM Program, for anticipated net proceeds of $669.1 million. Through December 31, 2022,
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the Company settled 245,591 shares of these forward sale agreements for net proceeds of approximately $18.1 million, after deducting fees and expenses. During the year ended December 31, 2023, the Company has settled 6,117,768 shares of these forward sale agreements as of December 31, 2023 for net proceeds of approximately $415.4 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 January 2025. The Company had approximately $75.8 million of availability remaining under this program as of December 31, 2023.
Note 7 – Dividends and Distributions Payable
The Company declared dividends per common share of $2.919, $2.805 and $2.4056 during the years ended December 31, 2023, 2022 and 2021.
On December 12, 2023, the Company declared a dividend per common share of $0.247 per share for the month ended December 31, 2023. The holders of Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Unit held. The monthly common dividend for December 2023 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. The December 2023 dividends and distributions were recorded as a liability on the consolidated balance sheet as of December 31, 2023 and were paid on January 16, 2024.
The Company declared dividends on the Series A Preferred Shares of $1.0625 per Depositary Share during the year ended December 31, 2023 and 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. The December 2023 dividend declared on the Series A Preferred Shares of $0.08854 per Depositary Share has been reflected as a reduction of stockholders’ equity and was recorded as a liability on the consolidated balance sheet as of December 31, 2023 and paid on January 2, 2024.
For federal income tax purposes, distributions paid have been characterized as follows:
2023 (1)
Ordinary Income
2.498
2.518
2.398
Return of Capital
0.174
0.287
0.206
2.672
Note 8 – Income Taxes
Uncertain Tax Positions
The Company is subject to the provisions of FASB 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, 2019. 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, 2023, 2022 and 2021.
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Income Tax Expense
During the years ended December 31, 2023, 2022 and 2021, the Company recognized net federal and state income tax expense of approximately $2.9 million, $2.9 million and $2.4 million, respectively.
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.
2023 Hedge Activity
In June 2023, the Company entered into $350 million of forward starting interest rate swap agreements to hedge against variability in future cash flows resulting from changes in SOFR. The swaps exchange variable rate SOFR interest on $350 million of SOFR indexed debt to a weighted average fixed interest rate of 3.57% beginning August 1, 2023 through the maturity date of January 1, 2029. The swaps are designated to hedge the variable rate interest payments of the 2029 Unsecured Term Loan indexed to SOFR. As of December 31, 2023, these interest rate swaps were valued as a liability of approximately $1.3 million.
In December 2023, the Company entered into $150 million forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in SOFR. The swaps exchange variable rate SOFR interest on $150 million of SOFR indexed debt to a weighted average fixed interest rate of 3.60% beginning December 31, 2024 through the maturity date of December 31, 2034. The swaps are designated to hedge previously unhedged variable rate interest payments indexed to SOFR. As of December 31, 2023, these interest rate swaps were valued as a liability of approximately $3.2 million
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 Other Comprehensive Income (“OCI”), to be recognized as an adjustment to income over the term of the debt.
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
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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.
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.
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.
F-29
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 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 OCI.
Accumulated OCI relates to (i) the change in fair value of interest rate derivatives and (ii) realized gains or losses on settled derivative instruments. Amounts are reclassified out of accumulated OCI as an adjustment to interest expense for (i) realized gains or losses related to effective interest rate swaps and (ii) realized gains or losses on settled derivative instruments amortized over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $6.3 million will be reclassified as a decrease 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 Amount1
Interest Rate Derivatives
Interest rate swap
500,000
(1) Number of Instruments and total Notional amounts disclosed includes all interest rate swap agreements outstanding at the balance sheet date, including forward-starting swaps prior to their effective date.
F-30
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
Derivatives designated as cash flow hedges:
Liability Derivatives
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, 2023, 2022 and 2021 (presented in thousands).
Location of Accumulated OCI
Amount Reclassified from
Amount of Income/(Loss) Recognized
Reclassified from Accumulated
Accumulated OCI as a
in OCI on Derivative
OCI into Income
(Reduction)/Increase in Interest Expense
Interest rate swaps
(1,911)
14,958
Interest expense
(5,109)
15,973
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, 2023.
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.
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.
As of December 31, 2023, the fair value of derivatives in a net liability position related to these agreements, which includes interest but excludes any adjustment for nonperformance risk was $4.1 million. The Company had no derivatives outstanding as of December 31, 2022. There was no offsetting of derivative assets or liabilities as of December 31, 2023 and December 31, 2022.
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
F-31
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, 2023, 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.
The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2023. (presented in thousands):
Total Fair Value
Level 2
Derivative assets - interest rate swaps
Derivative liabilities - interest rate swaps
4,501
There were no such derivative assets or liabilities as of December 31, 2022.
F-32
Other Financial Instruments
The carrying values of cash and cash equivalents, cash held in escrow, accounts 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 Unsecured Term Loan, 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 $1.79 billion as of December 31, 2023 and 2022, respectively, and had fair values of approximately $1.60 billion and $1.54 billion, respectively. The Mortgage Notes Payable had carrying values of $42.8 million and $48.0 million as of December 31, 2023 and 2022, respectively, and had fair values of $41.2 million and $45.4 million as of those dates. The fair value of the Revolving Credit Facility and Unsecured Term Loan are estimated to be equal to the carrying value as they are variable rate debt.
Note 11 – Equity Incentive Plan
In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 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. As of December 31, 2023, 169,809 shares of common stock were available for issuance under the 2020 Plan.
Restricted Stock - Employees
Restricted shares have been granted to certain employees which vest based on continued service to the Company.
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. Restricted share awards granted prior to 2023 vest over a five-year period while awards granted in 2023 vest over a three-year period.
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 over the appropriate vesting period. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The Company recognized expense related to restricted share grants of $4.6 million, $3.9 million and $3.5 million for the year ended December 2023, 2022 and 2021, respectively.
As of December 31, 2023, there was $9.6 million of total unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 2.4 years. The intrinsic value of restricted shares redeemed was $2.7 million, $1.9 million and $1.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.
F-33
Restricted share activity is summarized as follows:
Outstanding
Grant Date
(in thousands)
Fair Value
Unvested restricted stock at December 31, 2020
60.53
Restricted stock granted
87
65.23
Restricted stock vested
(64)
53.82
Restricted stock forfeited
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
82
73.15
(56)
63.95
(15)
69.12
Unvested restricted stock at December 31, 2023
194
68.85
Performance Units and Shares
Performance shares were granted to certain executive officers prior to 2019, while performance units were granted beginning in 2019. Performance units or shares are subject to a three-year performance period, following 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. Fifty percent 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 fifty percent of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period. For performance units and shares granted prior to 2023, 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. Performance units granted in 2023 vest following the conclusion of the performance period such that all units will vest three years from the original award date.
The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model. For the performance units and shares granted prior to 2023, compensation expense is amortized on an attribution method over a five-year period. For performance units granted in 2023, compensation expense is amortized on a straight-line basis over a three-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-34
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)
Volatility
23.6
33.9
Risk-free rate
The Company recognized expense related to performance units and shares for which the three-year performance period had not yet been completed of $2.2 million, $1.5 million and $1.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there was $4.4 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 2.2 years.
The Company recognized expense related to performance units and shares for which the three-year performance period was completed, however the shares have not yet vested, of $0.5 million, $0.4 million and $0.2 million for the years ending December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, 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, however the shares have not yet vested, which is expected to be recognized over a weighted average period of 0.9 years.
Performance unit and share activity is summarized as follows:
Target Number
of Awards
Performance units and shares at December 31, 2020 - three-year performance period to be completed
69.61
Performance units granted
63.42
Performance shares - 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
(27)
66.96
Performance units at December 31, 2022 - three-year performance period to be completed
85
72.27
80.34
90.17
Performance units at December 31, 2023 - three-year performance period to be completed
72.14
F-35
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 units and shares - three-year performance period completed but not yet vested at December 31, 2022
61.91
Shares earned at completion of three-year performance period (3)
(34)
69.73
Performance units and shares - three-year performance period completed but not yet vested at December 31, 2023
83.40
(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 units granted in 2019 for which the three-year performance period was completed in 2022 paid out at the 106% performance level
(3)Performance units granted in 2020 for which the three-year performance period was completed in 2023 paid out at the 150% performance level
Restricted Stock - Directors
Beginning in 2022, the Company granted restricted shares to non-employee directors which vest over the calendar year, commensurate with the board members’ annual services to the Company.
During the year ended December 31, 2023, 14,535 restricted shares were granted to independent members of the Company’s board of directors at a weighted average grant date fair value of $73.27 per share. 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 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 $1.1 million and $0.7 million for the years ended December 31, 2023 and 2022, respectively.
F-36
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, the Company is party to various legal actions which the Company considers to be routine in nature and incidental to the operation of our business. The Company 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, 2023 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-37
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
8,812,548
11,053,156
11,060,535
2,272,371
1978
Grayling Plaza, MI
200,000
1,778,657
143,997
1,922,654
2,122,654
1,724,964
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
1,145,506
Monroeville, PA
6,332,158
2,249,724
(2,037,769)
3,153,890
3,390,223
6,544,113
1,650,097
1996
Boynton Beach, FL
1,534,942
2,043,122
5,286,734
3,103,943
5,760,855
8,864,798
2,610,637
Chesterfield Township, MI
1,350,590
1,757,830
(46,165)
1,711,666
3,062,256
1,091,769
1998
Mt Pleasant Shopping Ctr, MI
907,600
8,081,968
11,498,547
1,874,745
18,613,370
20,488,115
6,112,090
Rochester, MI
2,438,740
2,188,050
23,358
2,211,408
4,650,148
1,343,197
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
1,380,859
2000
Flint, MI
1,477,680
2,241,293
99,920
2,341,213
3,818,893
1,300,396
2001
New Baltimore, MI
1,250,000
2,285,781
9,231
2,295,012
3,545,012
1,271,626
1,435,925
1,729,851
1,798,091
660
1,798,751
3,528,602
976,159
2002
Indianapolis, IN
180,000
1,117,617
108,551
1,226,168
1,406,168
655,638
Canton Twp, MI
1,550,000
2,132,096
23,021
2,155,117
3,705,117
1,081,996
2003
1,664,211
1,537,400
1,961,674
3,499,074
972,744
2004
Albion, NY
1,900,000
3,037,864
4,937,864
1,452,484
1,272,314
1,029,000
2,165,463
(6,666)
2,158,797
3,187,797
1,032,131
1,569,000
2,363,524
2,374,403
6,306,927
1,805,635
Roseville, MI
1,771,000
2,327,052
395
2,327,447
4,098,447
1,054,534
2005
Mt Pleasant, MI
1,075,000
1,432,390
4,787
1,437,177
2,512,177
649,708
N Cape May, NJ
1,430,092
495
1,430,587
2,505,587
646,740
Summit Twp, MI
998,460
1,336,357
12,686
1,349,043
2,347,503
583,592
2006
Barnesville, GA
932,500
2,091,514
5,490
2,097,004
3,029,504
849,693
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
1,041,093
2009
Southfield, MI
1,483,000
1,200,000
125,616
2,063
127,679
1,327,679
45,345
Atchison, KS
943,750
3,021,672
823,170
3,142,252
3,965,422
1,059,002
2010
Johnstown, OH
485,000
2,799,503
3,284,503
944,833
Lake in the Hills, IL
2,135,000
3,328,560
1,690,000
3,773,560
5,463,560
1,268,016
Concord, NC
7,676,305
Antioch, IL
1,087,884
Mansfield, CT
700,000
1,902,191
13,918
1,916,109
2,616,109
624,322
Spring Grove, IL
2,313,000
1,191,199
968
1,192,167
Tallahassee, FL
1,628,000
1,482,461
483,341
Wilmington, NC
2,186,000
1,500,000
1,348,591
2,848,591
432,674
2011
Marietta, GA
900,000
575,000
696,297
6,359
702,656
1,277,656
219,503
Baltimore, MD
2,534,000
2,610,430
27,619
2,638,049
Dallas, TX
1,844,000
701,320
778,905
1,042,730
1,821,635
2,522,955
554,603
Chandler, AZ
332,868
793,898
360
794,258
1,127,126
243,279
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
1,141,835
Fort Walton Beach, FL
1,768,000
542,200
1,958,790
88,778
2,047,568
2,589,768
612,522
Leawood, KS
989,622
3,003,541
16,196
989,621
3,019,738
4,009,359
905,919
Salt Lake City, UT
6,810,104
(44,416)
6,765,688
2,065,178
1,793,000
1,605,134
2012
Madison, AL
1,552,000
675,000
1,317,927
1,992,927
395,377
Walker, MI
887,000
219,200
1,024,738
1,243,938
301,016
Portland, OR
7,969,403
161
7,969,564
Cochran, GA
365,714
2,053,726
2,419,440
590,448
Baton Rouge, LA
1,188,322
344,118
1,178,215
Clifton Heights, PA
2,543,941
3,038,561
(3,105)
3,035,456
5,579,397
869,534
Newark, DE
2,117,547
4,777,516
(4,881)
4,772,635
6,890,182
1,367,224
Vineland, NJ
4,102,710
1,501,854
43,977
4,125,289
1,523,251
5,648,540
433,097
Fort Mill, SC
750,000
1,187,380
1,937,380
338,897
Spartanburg, SC
250,000
765,714
4,387
770,101
1,020,101
220,604
Springfield, IL
302,520
653,654
49,741
703,395
1,005,915
199,519
Jacksonville, NC
676,930
1,482,748
2,159,678
421,986
Morrow, GA
525,000
1,383,489
(99,850)
1,283,640
1,808,640
361,649
Charlotte, NC
1,822,900
3,531,275
(570,844)
2,960,431
4,783,331
828,917
Lyons, GA
121,627
2,155,635
(103,392)
2,052,243
2,173,870
585,393
Fuquay-Varina, NC
2,042,225
1,763,768
(255,778)
1,507,990
3,550,215
418,372
Minneapolis, MN
1,088,015
345,958
71,142
826,635
678,480
1,505,115
50,886
Lake Zurich, IL
780,974
7,909,277
46,509
7,955,786
8,736,760
2,196,232
Harlingen, TX
430,000
1,614,378
12,854
1,627,232
2,057,232
447,487
Pensacola, FL
650,000
1,165,415
23,957
1,189,372
1,839,372
325,202
Venice, FL
1,300,196
4,892
1,305,088
St. Joseph, MO
377,620
7,639,521
49,219
7,688,740
8,066,360
2,086,224
2013
Statham, GA
191,919
3,851,073
4,042,992
1,051,020
North Las Vegas, NV
214,552
717,435
28,999
746,434
960,986
203,268
Memphis, TN
322,520
748,890
1,071,410
202,828
Rancho Cordova, CA
1,339,612
4,463
1,074,612
269,463
1,344,075
269,016
Kissimmee, FL
1,453,500
971,683
656
1,454,156
2,425,839
261,141
Pinellas Park, FL
2,625,000
874,542
4,163
878,705
3,503,705
232,419
Manchester, CT
397,800
325,705
723,505
86,856
Rapid City, SD
1,017,800
2,348,032
1,379
2,349,411
3,367,211
624,086
Chicago, IL
272,222
649,063
93,052
742,115
1,014,337
184,110
Brooklyn, OH
3,643,700
15,079,714
953,195
16,032,909
19,676,609
4,179,748
Madisonville, TX
96,680
1,087,642
18,200
1,105,842
1,202,522
290,889
Forest, MS
1,298,176
99,848
1,398,024
362,344
Sun Valley, NV
308,495
1,373,336
(51,008)
253,495
1,377,328
1,630,823
355,739
Rochester, NY
2,500,000
7,398,639
2,017
7,400,656
9,900,656
1,904,020
Allentown, PA
2,525,051
7,896,613
672,368
8,568,981
11,094,032
2,210,050
Casselberry, FL
1,804,000
793,101
(2,906)
790,195
2,594,195
206,210
Berwyn, IL
186,791
933,959
62,586
186,792
996,544
1,183,336
247,310
Grand Forks, ND
1,502,609
2,301,337
1,801,028
4,102,365
5,604,974
1,035,180
Ann Arbor, MI
3,000,000
4,595,757
277,040
4,872,797
7,872,797
1,227,727
Joplin, MO
1,208,225
1,160,843
2,369,068
295,046
Red Bay, AL
38,981
2,528,437
3,856
2,532,293
2,571,274
580,303
2014
Birmingham, AL
230,106
231,313
(297)
231,016
461,122
52,461
245,234
251,339
(324)
251,015
496,249
57,003
98,271
179,824
278,095
40,836
235,641
127,477
(313)
127,164
362,805
28,878
Montgomery, AL
325,389
217,850
543,239
49,471
Littleton, CO
4,622,391
819,000
8,756,266
(3,879,591)
4,876,675
5,695,675
1,716,171
St Petersburg, FL
1,225,000
1,025,247
6,592
1,031,839
2,256,839
251,233
St Augustine, FL
1,523,230
1,723,230
352,247
East Palatka, FL
730,000
575,236
6,911
582,147
1,312,147
134,580
136,365
398,773
535,138
90,555
Fort Oglethorpe, GA
1,842,240
2,844,126
20,442
2,864,568
4,706,808
711,569
2,010,000
6,206,252
107,873
6,314,125
8,324,125
1,450,218
Rockford, IL
303,395
2,436,873
(15,000)
2,421,873
2,725,268
561,558
Terre Haute, IN
103,147
2,477,263
32,376
2,509,639
2,612,786
563,391
Junction City, KS
78,271
2,504,294
(30,565)
2,473,729
2,552,000
563,338
226,919
347,691
574,610
78,955
Lincoln Park, MI
543,303
1,408,544
335,350
1,743,894
2,287,197
386,942
Novi, MI
1,803,857
1,488,505
22,490
1,510,995
3,314,852
339,939
Jackson, MS
256,789
172,184
428,973
39,100
Irvington, NJ
315,000
1,313,025
1,628,025
320,048
Toledo, OH
1,372,363
(12)
1,372,351
1,872,351
334,510
213,750
754,675
968,425
177,663
168,750
785,000
16,477
801,477
970,227
188,510
Mansfield, OH
306,000
725,600
1,031,600
170,818
Orrville, OH
344,250
716,600
1,060,850
168,699
Calcutta, OH
208,050
758,750
1,462
760,212
968,262
178,895
Columbus, OH
1,136,250
1,593,792
1,590,997
1,139,045
2,730,042
265,545
Tulsa, OK
459,148
640,550
(13,336)
627,214
1,086,362
154,843
Ligonier, PA
330,000
5,021,849
(9,500)
5,012,349
5,342,349
1,180,479
Limerick, PA
369,000
Harrisburg, PA
124,757
1,446,773
11,175
1,457,948
1,582,705
327,956
Anderson, SC
781,200
4,441,535
261,623
775,732
4,708,627
5,484,359
1,190,866
Easley, SC
332,275
268,612
600,887
60,998
141,307
446,706
588,013
101,440
94,770
261,640
356,410
59,414
Columbia, SC
303,932
1,221,964
(13,830)
1,208,134
1,512,066
274,947
Alcoa, TN
329,074
270,719
599,793
61,476
Knoxville, TN
214,077
286,037
500,114
64,955
Red Bank, TN
229,100
302,146
531,246
68,611
New Tazewell, TN
91,006
328,561
29,311
357,872
448,878
76,869
Maryville, TN
94,682
1,529,621
85,861
1,615,482
1,710,164
358,860
Morristown, TN
46,404
801,506
4,990
806,496
852,900
181,453
Clinton, TN
69,625
1,177,927
11,564
1,189,491
1,259,116
267,624
160,057
2,265,025
226,291
2,491,316
2,651,373
569,414
Sweetwater, TN
79,100
1,009,290
6,740
1,016,030
1,095,130
228,595
McKinney, TX
2,671,020
6,785,815
100,331
6,886,146
9,557,166
1,648,347
Forest Va
282,600
956,027
1,238,627
227,055
Colonial Heights, VA
547,692
1,059,557
(5,963)
1,053,594
1,601,286
239,257
Glen Allen, VA
590,101
1,129,495
(19,367)
577,601
1,122,628
1,700,229
254,934
Burlington, WA
610,000
3,647,279
(4,602)
3,642,677
4,252,677
828,580
Wausau, WI
909,092
1,405,899
86,763
1,492,662
2,401,754
353,238
Foley AL
305,332
506,203
9,380
515,583
820,915
116,504
2015
F-39
Sulligent, AL
58,803
1,085,906
(432,709)
653,197
712,000
191,562
Eutaw, AL
103,746
1,212,006
(377,526)
834,480
938,226
226,208
Tallassee, AL
154,437
850,448
51,460
901,909
1,056,346
192,136
Orange Park, AL
649,652
1,775,000
9,664
1,784,664
2,434,316
371,241
Pace, FL
37,860
524,400
6,970
531,370
569,230
118,655
309,607
775,084
(25)
775,059
1,084,666
172,584
Freeport, FL
312,615
1,277,386
1,590,001
271,445
Albany, GA
47,955
641,123
689,078
140,165
Belvidere, IL
184,136
644,492
828,628
140,870
Peru, IL
380,254
2,125,498
2,505,752
438,384
Davenport, IA
776,366
6,623,542
880,195
7,503,737
8,280,103
1,421,810
Buffalo Center, IA
159,353
700,460
859,813
147,389
Sheffield, IA
131,794
729,543
861,337
153,508
Lenexa, KS
303,175
2,186,864
2,490,039
437,373
Tompkinsville , KY
70,252
1,132,033
(164,520)
967,513
1,037,765
247,617
Hazard, KY
8,392,841
13,731,648
(16,857)
8,375,591
13,732,041
22,107,632
2,746,404
Portland, MA
3,831,860
3,172
3,835,032
814,905
120,078
2,561,015
20,489
2,581,505
2,701,583
516,301
Hutchinson, MN
67,914
720,799
788,713
151,668
Lowry City, MO
103,202
614,065
717,267
130,489
Branson, MO
564,066
940,585
940,760
1,504,826
192,071
721,135
717,081
(4,069)
713,013
1,434,148
146,521
Enfield, NH
93,628
1,295,320
60,029
1,355,349
1,448,977
298,831
Marietta, OH
319,157
1,225,026
1,544,183
267,916
Franklin, OH
264,153
1,191,777
1,455,930
255,736
Elyria, OH
82,023
910,404
992,427
193,461
126,641
695,072
821,713
147,703
Bedford Heights, OH
226,920
959,528
21,901
981,428
1,208,348
207,800
Newburgh Heights, OH
224,040
959,099
1,183,139
201,810
Warrensville Heights, OH
186,209
920,496
4,900
925,396
1,111,605
197,158
Heath, OH
325,381
757,994
135
758,129
1,083,510
154,784
Lima, OH
335,386
592,154
2,834
594,987
930,373
119,233
Elk City, OK
45,212
1,242,220
1,287,432
266,559
Salem, OR
1,450,000
2,951,167
1,346,640
4,297,807
5,747,807
859,571
Westfield, PA
47,346
1,117,723
12,109
1,129,832
1,177,178
251,625
Altoona, PA
555,903
9,489,791
1,017
9,490,808
10,046,711
1,957,464
Grindstone, PA
288,246
500,379
93,063
593,442
881,688
105,809
Liberty, SC
27,929
1,222,856
90
1,222,946
1,250,875
267,431
Blacksburg, SC
27,547
1,468,101
1,495,648
318,089
51,325
1,187,506
1,238,831
254,819
Fountain Inn, SC
107,633
1,076,633
1,184,266
231,027
Walterboro, SC
21,414
1,156,820
1,178,234
248,234
Jackson, TN
277,000
495,103
102,685
597,788
874,788
112,221
Brenham, TX
355,486
17,280,895
581
17,281,476
17,636,962
3,744,281
Corpus Christi, TX
316,916
2,140,056
13,083
2,153,139
2,470,055
446,390
126,102
869,779
12,681
882,460
1,008,562
182,683
Midland, TX
194,174
5,005,720
2,000
5,007,720
5,201,894
1,032,817
Rockwall, TX
578,225
1,768,930
210
1,769,140
2,347,365
353,824
Princeton, WV
111,653
1,029,090
1,140,743
225,051
Martinsburg, WV
620,892
943,163
16,127
959,290
1,580,182
189,125
Grand Chute, WI
2,766,417
7,084,942
997,204
8,082,146
10,848,563
1,631,880
New Richmond, WI
71,969
648,850
720,819
137,881
Baraboo, WI
142,563
653,176
795,739
137,439
Decatur, AL
337,738
510,706
337,739
848,445
91,501
2016
Greenville, AL
203,722
905,780
9,912
203,723
915,691
1,119,414
160,203
Bullhead City, AZ
177,501
1,364,406
1,541,907
264,341
Page, AZ
256,983
1,299,283
1,556,266
251,736
Safford, AZ
349,269
1,196,307
676
1,196,983
1,546,252
221,734
Tucson, AZ
3,208,580
4,410,679
(8,268)
4,402,411
7,610,991
826,640
Bentonville, AR
610,926
897,562
897,732
1,508,658
173,960
Sunnyvale, CA
7,351,903
4,638,432
4,638,626
11,990,529
879,261
Whittier, CA
4,237,918
7,343,869
11,581,787
1,392,275
Aurora, CO
847,349
834,301
26,405
860,706
1,708,055
147,609
1,132,676
5,716,367
298,991
6,015,358
7,148,034
1,050,051
Evergreen, CO
1,998,860
3,827,245
5,826,105
725,582
Lakeland, FL
61,000
1,227,037
1,288,037
219,844
Mt Dora, FL
1,678,671
3,691,615
639,524
4,331,140
6,009,811
806,411
North Miami Beach, FL
1,622,742
512,717
11,241
523,957
2,146,699
91,615
Orlando, FL
903,411
1,627,159
(24,844)
1,602,316
2,505,727
293,677
Port Orange, FL
1,493,863
3,114,697
694,235
3,808,932
5,302,795
662,988
Royal Palm Beach, FL
2,052,463
956,768
36,974
993,743
3,046,206
183,256
Sarasota, FL
1,769,175
3,587,992
711,294
4,299,285
6,068,460
742,825
281,936
1,291,748
124,338
1,416,086
1,698,022
241,929
F-40
Vero Beach, FL
4,469,033
Dalton, GA
211,362
220,927
432,289
41,405
Crystal Lake, IL
2,446,521
7,012,819
409,198
7,422,017
9,868,538
1,298,053
Glenwood, IL
815,483
970,108
1,785,591
173,811
Morris, IL
1,206,749
2,062,495
3,269,244
391,015
Bicknell, IN
215,037
2,381,471
2,596,508
436,515
Fort Wayne, IN
711,430
1,258,357
(5,562)
1,252,794
1,964,224
248,233
734,434
970,175
126,370
1,096,546
1,830,980
188,953
Des Moines, IA
322,797
1,374,153
1,696,950
260,517
Frankfort, KY
514,277
DeRidder, LA
814,891
2,156,542
10,536
2,167,078
2,981,969
405,380
Lake Charles, LA
1,308,418
4,235,719
5,761
4,241,480
5,549,898
750,977
Shreveport, LA
891,872
2,058,257
2,950,129
385,933
Marshall, MI
339,813
511,282
(254)
511,028
Norton Shores, MI
495,605
667,982
42,874
710,856
1,206,461
129,271
Stephenson, MI
223,152
1,044,947
270
1,045,217
1,268,369
182,911
Sterling, MI
127,844
905,607
25,464
931,071
1,058,915
166,633
Eagle Bend, MN
96,558
1,165,437
1,261,995
211,187
Brandon, MS
428,464
969,346
1,397,810
185,791
Clinton, MS
370,264
1,057,143
1,427,407
202,619
Columbus, MS
1,103,458
2,128,089
(2,105)
2,125,984
3,229,442
419,486
Holly Springs, MS
413,316
952,574
1,365,890
178,500
242,796
963,188
1,205,984
184,611
732,944
2,862,813
33,902
2,896,715
3,629,659
527,212
Meridian, MS
396,329
1,152,729
1,549,058
220,921
Pearl, MS
299,839
616,351
7,355
623,706
923,545
109,099
Ridgeland, MS
407,041
864,498
1,271,539
165,696
Bowling Green, MO
360,201
2,809,170
5,000
2,814,170
3,174,371
509,438
St Robert, MO
394,859
1,305,366
24,332
1,329,699
1,724,558
234,988
Beatty, NV
198,928
1,265,084
8,051
1,273,135
1,472,063
230,649
Alamogordo, NM
654,965
2,716,166
4,436
2,720,602
3,375,567
493,799
524,763
941,615
7,521
949,137
1,473,900
168,038
Alcalde, NM
435,486
836,499
1,271,985
146,387
Cimarron, NM
345,693
1,236,437
7,613
1,244,050
1,589,743
220,262
La Luz, NM
487,401
835,455
1,322,856
147,945
Fayetteville, NC
1,267,529
2,527,462
16,898
2,544,359
3,811,888
450,399
Gastonia, NC
401,119
979,803
1,631
981,434
1,382,553
173,796
Devils Lake, ND
323,508
1,133,773
955
1,134,728
1,458,236
207,639
Cambridge, OH
168,717
1,113,232
209,761
1,322,993
1,491,710
219,098
1,109,044
1,291,313
2,400,357
242,055
Grove City, OH
334,032
176,274
510,306
33,037
Lorain, OH
808,162
1,390,481
10,000
1,400,481
2,208,643
273,406
Reynoldsburg, OH
843,336
1,197,966
2,041,302
224,567
Springfield, OH
982,451
3,957,512
39,639
3,997,151
4,979,602
776,325
Ardmore, OK
571,993
1,590,151
2,162,144
301,467
Dillon, SC
85,896
1,697,160
1,783,056
335,896
Jasper, TN
190,582
966,125
6,888
973,013
1,163,595
170,254
Carthage, TX
597,995
1,965,290
27,357
1,992,647
2,590,642
369,784
Cedar Park, TX
1,386,802
4,656,229
758,023
1,410,827
5,390,227
6,801,054
1,080,380
Granbury, TX
944,223
2,362,540
3,306,763
442,984
Hemphill, TX
250,503
1,955,918
321,886
2,277,804
2,528,307
370,926
Lampasas, TX
245,312
1,063,701
45,198
1,108,898
1,354,210
209,409
Lubbock, TX
1,501,556
2,341,031
3,842,587
438,953
Odessa, TX
921,043
2,434,384
5,614
2,439,999
3,361,042
457,310
Port Arthur, TX
1,889,732
8,121,417
503,893
8,625,310
10,515,042
1,535,836
Provo, UT
1,692,785
5,874,584
43,650
5,918,234
7,611,019
1,106,644
Tappahannock, VA
1,076,745
14,904
1,091,649
2,767
Manitowoc, WI
879,237
4,467,960
1,312
4,469,273
5,348,510
819,035
Oak Creek, WI
487,277
3,082,180
434,881
3,517,060
4,004,337
666,839
Oxford, AL
148,407
641,820
790,227
106,942
2017
255,786
7,273,871
146,792
7,420,663
7,676,449
1,229,775
24,875
600,936
(15,612)
585,324
610,199
98,762
Jonesboro, AR
3,656,554
3,219,456
11,058
3,230,514
6,887,068
504,225
Lowell, AR
949,519
1,435,056
10,229
1,445,285
2,394,804
216,729
Southington, CT
1,088,181
1,287,837
185,818
1,473,655
2,561,836
229,993
Millsboro, DE
3,501,109
(20,531)
3,480,578
Jacksonville,FL
2,298,885
2,894,565
29,662
2,924,226
5,223,111
445,642
Orange Park, FL
214,858
2,304,095
2,518,953
374,390
Port Richey, FL
1,140,182
1,649,773
2,789,955
268,077
Americus, GA
1,318,463
Brunswick, GA
1,279,688
2,158,863
205
2,159,068
3,438,756
364,185
126,335
1,626,530
1,752,865
247,368
F-41
Buford, GA
341,860
1,023,813
1,365,673
166,338
Carrollton, GA
597,465
886,644
1,484,109
142,148
Decatur, GA
558,859
1,429,106
1,987,965
217,343
Metter, GA
256,743
766,818
1,023,561
122,966
Villa Rica, GA
410,936
1,311,444
1,722,380
215,815
2,899,155
9,822,986
12,722,141
1,657,551
2,081,151
5,197,315
11,754
5,209,069
7,290,220
877,026
Galesburg, IL
214,280
979,108
1,193,388
159,086
Mundelein, IL
1,238,743
1,743,222
1,803,068
574,805
1,554,786
9,659
1,564,446
2,139,251
234,003
Woodstock, IL
683,419
1,002,207
27,984
711,119
1,002,491
1,713,610
152,460
Frankfort, IN
50,458
2,008,275
2,058,733
334,713
Kokomo, IN
95,196
1,484,778
(30,615)
1,454,163
1,549,359
222,940
Nashville, IN
484,117
2,458,215
2,942,332
399,222
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
1,033,508
Hopkinsville, KY
413,269
996,619
1,409,888
161,927
Salyersville, KY
289,663
906,455
597
907,051
1,196,714
149,199
Amite, LA
601,238
1,695,242
2,296,480
278,961
Bossier City, LA
797,899
2,925,864
147
2,926,010
3,723,909
444,994
Kenner, LA
323,188
859,298
(1,001)
858,298
1,181,486
134,075
Mandeville, LA
834,891
1,294,812
1,295,017
2,129,908
202,265
New Orleans, LA
6,846,313
121,177
6,967,490
1,123,595
782,819
745,092
7,969
753,060
1,535,879
115,264
Grand Rapids, MI
7,015,035
2,635,983
1,750,000
7,901,018
9,651,018
1,086,390
Bloomington, MN
1,491,302
619
1,491,921
Monticello, MN
449,025
979,816
9,368
989,184
1,438,209
170,624
Mountain Iron, MN
177,918
1,139,849
1,317,767
185,209
Gulfport, MS
671,824
1,176,505
1,848,329
193,615
802,230
1,434,997
2,237,227
236,154
McComb, MS
67,026
685,426
752,452
111,336
Kansas City, MO
1,390,880
1,588,573
2,979,453
283,825
Springfield, MO
616,344
2,448,360
13,285
2,461,645
3,077,989
369,164
St. Charles, MO
736,242
2,122,426
271,734
2,394,160
3,130,402
427,580
St. Peters, MO
1,364,670
Boulder City, NV
566,639
993,399
1,560,038
161,350
Egg Harbor, NJ
520,510
1,087,374
1,607,884
183,473
Secaucus, NJ
19,915,781
17,306,541
92,903
17,399,444
37,315,225
2,610,248
Sewell, NJ
1,809,771
6,892,134
(100,816)
6,791,318
8,601,089
1,119,230
Santa Fe, NM
1,072,340
4,013,237
476
4,013,713
5,086,053
702,324
Statesville, NC
287,467
867,849
1,155,316
148,253
308,321
875,652
31,340
906,992
1,215,313
152,488
Minot, ND
928,796
1,619,726
2,548,522
266,522
Grandview Heights, OH
1,276,870
8,557,690
(20,517)
8,537,172
9,814,042
1,406,417
Hilliard, OH
1,001,228
Edmond, OK
1,063,243
3,816,155
9,878
3,826,033
4,889,276
589,970
Oklahoma City, OK
868,648
1,820,174
7,835
1,828,009
2,696,657
290,003
Erie, PA
425,267
1,284,883
1,710,150
203,307
Pittsburgh, PA
692,454
2,509,358
3,201,812
407,594
Sumter, SC
132,204
1,095,478
1,227,682
180,271
Chattanooga, TN
2,089,237
3,595,808
195
3,596,004
5,685,241
546,889
Etowah, TN
74,057
862,436
78,325
940,761
1,014,818
157,389
1,661,764
3,874,356
15,301
3,889,657
5,551,421
663,207
Alamo, TX
104,878
821,355
13,275
834,630
939,508
125,111
Andrews, TX
172,373
817,252
(291)
816,961
989,334
137,867
Arlington, TX
497,852
1,601,007
1,783
1,602,791
2,100,643
263,717
Canyon Lake, TX
382,522
1,026,179
(281)
1,025,899
1,408,421
153,887
185,375
1,413,299
1,598,674
232,455
Fort Stockton, TX
185,474
1,186,339
1,186,340
1,371,814
195,222
Fort Worth, TX
1,016,587
4,622,507
257,308
4,879,816
5,896,403
786,523
Lufkin, TX
1,497,171
4,948,906
20,434
4,969,340
6,466,511
837,619
Newport News, VA
2,458,053
5,390,475
758,009
6,148,485
8,606,538
1,129,855
Appleton, WI
417,249
1,525,582
9,779
1,535,362
1,952,611
248,704
Onalaska, WI
821,085
2,651,773
3,472,858
436,383
Athens, AL
253,858
1,204,570
1,458,428
150,571
2018
1,635,912
2,739,834
4,375,746
393,825
Boaz, AL
379,197
898,689
1,277,886
129,103
Roanoke, AL
110,924
938,451
1,049,375
123,247
Selma, AL
206,831
1,790,939
(24,494)
1,766,445
1,973,276
221,418
Maricopa, AZ
2,166,955
9,505,724
14,600
9,520,324
11,687,279
1,209,850
Parker, AZ
322,510
1,159,624
1,163
1,160,787
1,483,297
161,936
F-42
St. Michaels, AZ
127,874
1,043,962
12,012
1,055,974
1,183,848
138,382
Little Rock, AR
390,921
856,987
1,247,908
107,123
Grand Junction, CO
835,792
1,915,976
2,751,768
239,497
Brookfield, CT
343,489
835,106
1,178,595
104,388
316,847
558,659
875,506
69,832
Waterbury, CT
663,667
607,457
1,271,124
75,932
Apopka, FL
587,585
2,363,721
73,672
2,437,393
3,024,978
304,192
Cape Coral, FL
554,721
1,009,404
11,500
1,020,904
1,575,625
126,782
Crystal River, FL
369,723
1,015,324
1,385,047
150,173
DeFuniak Springs, FL
226,898
835,016
(18,770)
200,998
842,146
1,043,144
108,703
Eustis, FL
649,394
1,580,694
2,230,088
197,587
Hollywood, FL
895,783
947,204
1,842,987
118,400
Homestead, FL
650,821
948,265
1,599,086
118,533
Jacksonville, FL
827,799
1,554,516
2,382,315
194,314
Marianna, FL
257,760
886,801
1,144,561
110,850
Melbourne, FL
497,607
1,549,974
2,047,581
193,747
Merritt Island,FL
598,790
988,114
1,586,904
129,690
St. Petersburg, FL
958,547
902,502
1,861,049
122,157
Tampa, FL
488,002
1,209,902
1,697,904
163,841
703,273
1,283,951
1,987,224
162,065
Titusville, FL
137,421
1,017,394
12,058
1,029,453
1,166,874
128,606
Winter Haven, FL
832,247
1,433,449
2,265,696
179,181
448,253
1,462,641
6,023
1,468,664
1,916,917
183,542
Austell, GA
1,162,782
7,462,351
8,625,133
1,057,167
Conyers, GA
330,549
941,133
1,271,682
117,642
Covington, GA
744,321
1,235,171
64,400
1,299,571
2,043,892
157,443
Doraville, GA
1,991,031
291,663
452,309
743,971
2,735,002
59,069
Douglasville, GA
519,420
1,492,529
2,011,949
186,566
Lilburn, GA
304,597
1,206,785
1,511,382
150,848
1,257,433
1,563,755
5,501
1,569,255
2,826,688
227,998
447,582
832,782
1,280,364
104,098
Pooler, GA
989,819
1,220,271
733
1,221,005
2,210,824
167,870
Riverdale, GA
474,072
879,835
(3,750)
470,322
1,350,157
109,979
Savannah, GA
944,815
2,997,426
14,050
3,011,476
3,956,291
376,333
Statesboro, GA
681,381
1,592,291
1,785
1,594,077
2,275,458
209,200
Union City, GA
97,528
1,036,165
1,133,693
129,521
Nampa, ID
496,676
5,163,257
37,265
5,200,522
5,697,198
703,525
Aurora, IL
174,456
862,599
1,037,055
107,825
Bloomington, IL
1,408,067
986,931
677
987,609
2,395,676
139,891
Carlinville, IL
208,519
1,113,537
1,114,699
1,323,218
155,502
Centralia, IL
277,527
351,547
629,074
43,943
1,569,578
632,848
2,202,426
93,581
Flora, IL
232,155
1,121,688
4,087
1,125,775
1,357,930
143,033
Gurnee, IL
1,341,679
951,320
2,292,999
136,736
290,272
857,467
141,839
999,306
1,289,578
113,280
Macomb, IL
85,753
661,375
747,128
82,672
331,622
1,842,994
3,880
1,846,874
2,178,496
242,354
Newton, IL
510,192
1,069,075
2,500
1,071,575
1,581,767
142,840
Northlake, IL
353,337
564,677
4,343
569,020
922,357
73,337
270,180
708,041
978,221
104,723
Greenwood, IN
1,586,786
1,232,818
1,233,980
2,820,766
172,152
Hammond, IN
230,142
132,291
311,647
443,938
38,956
Mishawaka, IN
1,263,680
4,106,900
5,370,580
539,031
South Bend, IN
420,571
2,772,376
3,192,947
410,034
Warsaw, IN
583,174
1,118,270
58,247
1,176,516
1,759,690
174,128
Ackley, IA
202,968
896,444
1,099,412
130,649
Riceville, IA
154,294
742,421
896,715
108,164
Riverside, IA
579,935
1,594,085
2,174,020
219,187
Urbandale, IA
68,172
2,938,611
(85,151)
593,022
2,328,611
2,921,633
389,889
Overland Park, KS
1,053,287
6,141,649
218
6,141,868
7,195,155
806,116
Ekron, KY
95,655
802,880
898,535
110,396
Florence, KY
601,820
1,054,572
1,656,392
131,821
Chalmette, LA
290,396
1,297,684
1,588,080
162,211
Donaldsonville, LA
542,118
2,418,183
31,276
2,449,460
2,991,578
330,984
Franklinton, LA
193,192
925,598
1,118,790
121,485
242,651
2,462,533
2,705,184
333,468
396,560
1,122,737
1,519,297
147,359
163,258
747,944
911,202
98,168
Harvey, LA
728,822
1,468,688
2,197,510
211,052
Jena, LA
772,878
2,392,129
2,040
774,918
3,167,047
323,934
Jennings, LA
128,158
2,329,137
150,190
2,479,326
2,607,484
337,931
293,726
F-43
Pine Grove, LA
238,223
758,573
996,796
99,563
Rayville, LA
310,034
2,365,203
17,435
2,382,638
2,692,672
321,111
Roseland, LA
307,331
872,252
1,179,583
114,483
Talisheek, LA
150,802
1,031,214
41,718
1,072,931
1,223,733
140,301
699,157
651,927
1,351,084
81,491
Salisbury, MD
305,215
1,193,870
1,499,085
149,234
Springfield, MA
153,428
826,741
980,169
103,343
735,859
2,489,707
3,225,566
368,223
Belleville, MI
598,203
3,970,176
4,568,379
587,163
Grand Blanc, MI
1,589,886
3,738,477
5,328,363
552,905
Jackson, MI
1,451,971
2,548,436
4,000,407
376,898
Kentwood, MI
939,481
3,438,259
4,377,740
508,512
Lake Orion, MI
1,172,982
2,349,762
8,277
2,358,038
3,531,020
347,678
Onaway, MI
17,557
935,308
952,865
130,553
Champlin, MN
307,271
1,602,196
18,429
1,620,625
1,927,896
202,463
North Branch, MN
533,175
533,380
Richfield, MN
2,141,431
613,552
2,754,983
76,694
Bay St. Louis, MS
547,498
2,080,989
2,628,487
281,801
Corinth, MS
504,885
4,540,022
129,132
4,669,154
5,174,039
693,062
189,817
1,340,848
1,530,665
181,573
Southaven, MS
150,931
826,123
977,054
103,265
Waynesboro, MS
243,835
1,205,383
1,449,218
163,229
Blue Springs, MO
431,698
1,704,870
2,136,568
234,417
Florissant, MO
733,592
1,961,094
(14,149)
1,946,945
2,680,537
243,456
789,880
384,638
1,174,518
56,884
Liberty, MO
308,470
2,750,231
3,058,701
395,237
Neosho, MO
687,812
1,115,054
1,802,866
153,320
1,311,497
5,462,972
6,774,469
819,420
1,205,257
1,760,658
2,965,915
220,082
Webb City, MO
1,324,146
1,501,744
2,825,890
222,122
Nashua, NH
3,635,953
2,720,644
2,724,884
6,360,837
403,567
Forked River, NJ
4,227,966
3,991,690
(95,381)
3,896,309
8,124,275
509,291
3,505,805
(2,766,838)
3,193,972
427,134
3,932,939
55,141
1,128,858
1,396,960
2,525,818
180,441
1,682,284
3,527,964
(3,432,691)
95,273
1,777,557
16,625
682,822
Woodland Park, NJ
7,761,801
3,958,902
11,720,703
536,089
Bernalillo, NM
899,770
2,037,465
(78,875)
820,895
2,858,360
302,657
Farmington, NM
4,428,998
Canandaigua, NY
154,996
1,352,174
156
1,352,330
1,507,326
180,278
Catskill, NY
80,524
1,097,609
1,097,765
1,178,289
146,336
Clifton Park, NY
925,613
1,858,613
18,498
1,877,111
2,802,724
233,854
Elmira, NY
43,388
947,627
991,015
118,453
Geneseo, NY
264,795
1,328,115
1,328,271
1,593,066
177,090
Greece, NY
182,916
1,254,678
1,254,834
1,437,750
167,279
Hamburg, NY
520,599
2,039,602
2,560,201
254,950
Latham, NY
373,318
764,382
1,137,700
95,548
N. Syracuse, NY
165,417
452,510
10,034
462,544
627,961
57,504
Niagara Falls, NY
392,301
1,022,745
1,415,046
127,843
100,136
895,792
995,928
119,439
575,463
772,555
1,348,018
96,569
375,721
881,257
1,256,978
110,157
Schenectady, NY
74,387
1,279,967
8,540
1,288,507
1,362,894
171,646
453,006
726,404
1,179,410
90,800
Syracuse, NY
339,207
918,302
1,257,509
114,788
607,053
259,331
866,384
32,416
Tonawanda, NY
94,443
727,373
727,530
821,973
96,971
131,021
576,915
707,936
72,114
W. Seneca, NY
98,194
737,592
835,786
92,199
Williamsville, NY
705,842
488,800
1,194,642
61,100
287,732
518,005
805,737
64,751
526,102
1,955,989
8,699
1,964,688
2,490,790
249,607
Durham, NC
1,787,380
848,986
2,636,366
106,123
108,898
1,769,274
1,878,172
221,159
Greensboro, NC
402,957
1,351,015
1,753,972
168,877
Greenville, NC
541,233
1,403,441
1,944,674
175,430
High Point, NC
252,336
1,024,696
1,277,032
128,087
Kernersville, NC
270,581
966,807
1,237,388
120,851
Pineville, NC
1,390,592
6,390,201
7,780,793
852,004
Rockingham, NC
245,976
955,579
1,201,555
131,392
Salisbury, NC
572,085
700,288
1,272,373
87,536
Zebulon, NC
160,107
1,077
161,220
Akron, OH
445,299
F-44
Bellevue, OH
272,308
1,127,365
62,975
1,190,340
1,462,648
167,901
Canton, OH
981,941
1,076,113
2,058,054
134,514
542,161
1,088,316
1,630,477
136,040
Fairview Park, OH
338,732
400,013
738,745
50,002
5,405,718
Middletown, OH
311,389
1,451,469
1,452,632
1,764,021
202,656
Niles, OH
334,783
798,136
1,132,919
99,767
North Olmsted, OH
544,903
810,840
34,500
845,340
1,390,243
121,695
Warren, OH
208,710
601,092
809,802
75,137
735,534
627
736,161
Youngstown, OH
323,983
989,430
1,313,413
123,679
Broken Arrow, OK
919,176
1,276,754
1,778
1,278,532
2,197,708
175,754
Chickasha, OK
230,000
2,881,525
11,101
2,892,626
3,122,626
384,261
Coweta, OK
282,468
803,762
1,086,230
110,517
Midwest City, OK
755,192
5,687,280
5,850
5,693,131
6,448,323
748,393
1,104,085
1,874,359
40,579
1,914,937
3,019,022
240,890
Shawnee, OK
409,190
957,557
1,366,747
119,695
Wright City, OK
38,302
1,010,645
17,948
1,028,593
1,066,895
132,257
Hillsboro, OR
4,632,369
7,656,179
12,288,548
1,084,625
Carlisle, PA
340,349
643,498
983,847
80,437
58,279
833,933
892,212
104,242
Johnstown, PA
1,030,667
8,829
1,039,496
King of Prussia, PA
5,097,320
1,201
5,098,522
Philadelphia, PA
155,212
218,083
373,295
27,260
127,690
122,516
250,206
15,314
927,083
5,126,243
25,348
5,151,590
6,078,673
663,082
1,397,965
1,810
1,399,775
Upper Darby, PA
861,339
85,966
37,671
123,637
984,976
21,654
Wysox, PA
1,668,272
1,699,343
31,181
1,730,524
3,398,796
227,274
Richmond, RI
1,293,932
7,477,281
689,598
8,166,878
9,460,810
1,222,941
Warwick, RI
687,454
2,108,256
2,795,710
263,532
Greenville, SC
628,081
1,451,481
2,079,562
181,435
Lake City, SC
57,911
932,874
28,344
961,218
1,019,129
119,171
Manning, SC
245,546
989,236
146
989,382
1,234,928
131,899
Mt. Pleasant, SC
555,387
1,042,804
1,598,191
130,351
Myrtle Beach, SC
254,334
149,107
403,441
18,638
709,338
1,618,382
2,327,720
202,298
521,299
809,466
1,330,765
101,183
207,130
827,775
1,034,905
113,817
1,179,566
1,236,591
2,416,157
154,574
Johnson City, TN
181,117
1,232,151
1,413,268
154,019
Beaumont, TX
936,389
2,725,502
21,661
2,747,164
3,683,553
343,260
Donna, TX
962,302
1,620,925
2,583,227
216,089
Fairfield, TX
125,098
970,816
1,095,914
125,397
Groves, TX
596,586
2,250,794
2,847,380
281,349
Humble, TX
173,885
867,347
1,041,232
108,418
Jacksboro, TX
119,147
1,036,482
1,155,629
133,879
Kemah, TX
2,324,774
2,835,597
(44,661)
2,790,936
5,115,710
367,682
Lamesa, TX
66,019
1,493,146
1,559,165
211,523
Live Oak, TX
371,174
1,880,746
2,251,920
258,601
382,643
1,054,911
1,437,554
131,864
Plano, TX
452,721
822,683
1,275,404
102,835
512,094
721,936
1,234,030
90,242
Porter, TX
524,532
1,683,767
566
1,684,333
2,208,865
221,062
Tomball, TX
1,336,029
1,849,554
3,185,583
254,310
Universal City, TX
380,788
1,496,318
1,877,106
187,040
Waxahachie, TX
388,138
792,125
1,180,263
99,016
Willis, TX
406,466
925,047
7,287
932,334
1,338,800
122,275
Logan, UT
914,515
2,774,985
3,689,500
369,998
Christiansburg, VA
520,538
661,780
1,182,318
82,723
Fredericksburg, VA
452,911
1,076,589
1,529,500
134,574
1,112,948
837,542
108,465
946,007
2,058,955
124,844
Hampton, VA
353,242
514,898
868,140
64,362
Louisa, VA
538,246
2,179,541
2,717,787
288,419
Manassas, VA
1,454,278
Virginia Beach, VA
2,142,002
1,154,585
3,296,587
144,323
271,176
3,308,434
3,579,610
413,554
Everett, WA
414,899
811,710
1,226,609
101,464
Bluefield, WV
287,740
947,287
12,403
959,691
1,247,431
140,972
Green Bay, WI
817,143
1,383,440
2,200,583
172,930
La Crosse, WI
175,551
1,145,438
1,320,989
143,180
Madison, WI
2,475,815
4,249,537
(30,001)
2,475,814
4,219,537
6,695,351
548,752
Mt. Pleasant, WI
208,806
1,173,275
(601)
208,205
1,381,480
146,659
F-45
Schofield, WI
533,503
1,071,930
533,502
1,605,432
133,991
Sheboygan, WI
331,691
929,093
1,260,784
116,137
338,789
1,119,459
(2,717)
1,116,742
1,455,531
123,386
2019
Attalla, AL
289,473
928,717
1,218,190
102,546
1,400,530
859,880
236,711
1,096,591
2,497,121
91,129
Blountsville, AL
262,412
816,070
22,398
838,468
1,100,880
90,679
Coffeeville, AL
129,263
864,122
993,385
95,413
Phenix, AL
292,234
1,280,705
1,572,939
154,752
Silas, AL
383,742
1,351,195
1,734,937
149,185
Tuba City, AZ
138,006
1,253,376
531
1,253,907
1,391,913
133,137
Searcy, AR
851,561
5,582,069
75,885
5,657,953
6,509,514
684,834
Sheridan, AR
124,667
1,070,754
1,195,421
118,096
Trumann, AR
170,957
1,064,039
1,234,996
117,354
Visalia, CA
2,552,353
6,994,518
283
6,994,802
9,547,155
801,479
Lakewood, CO
3,021,260
6,125,185
57,272
6,182,457
9,203,717
617,391
Rifle, CO
4,427,019
1,599,591
6,026,610
183,178
Danbury, CT
1,095,933
Greenwich, CT
16,350,193
3,076,568
6,540
3,083,108
19,433,301
361,748
Orange, CT
6,881,022
10,519,218
38,849
10,558,067
17,439,089
1,121,202
Torrington, CT
195,171
1,541,214
26,976
1,568,190
1,763,361
159,972
Bear, DE
743,604
657
744,261
Wilmington, DE
2,501,623
2,784,576
5,286,199
330,504
646,629
1,215,458
10,730
1,226,188
1,872,817
153,721
Clearwater, FL
497,216
1,027,192
1,524,408
121,812
Cocoa, FL
2,174,730
Lake Placid, FL
255,339
1,059,913
1,315,252
110,408
Merritt Island, FL
746,846
1,805,756
2,552,602
195,624
751,265
2,089,523
2,840,788
246,716
Poinciana, FL
608,450
1,073,714
1,682,164
111,845
Sanford, FL
2,791,684
4,763,063
20,322
4,783,386
7,575,070
517,769
Tavares, FL
736,113
1,849,694
2,585,807
219,656
Wauchula, FL
333,236
1,156,806
1,490,042
144,601
West Palm Beach, FL
2,484,935
2,344,077
4,829,012
253,870
186,767
1,615,510
1,900
1,617,410
1,804,177
191,728
Columbus, GA
336,125
2,497,365
32,240
2,529,605
2,865,730
263,165
714,666
2,137,506
2,852,172
240,355
Dacula, GA
1,280,484
1,716,312
2,996,796
207,328
390,416
1,441,936
1,832,352
171,053
Tucker, GA
374,268
1,652,522
2,026,790
199,620
Chubbuck, ID
1,067,983
5,880,828
6,948,811
722,849
185,310
873,334
1,653,886
2,527,220
203,290
Edwardsville, IL
449,741
1,202,041
1,651,782
142,614
Elk Grove Village, IL
394,567
1,395,659
22,896
1,418,555
1,813,122
153,194
Evergreen Park, IL
5,687,045
18,880,969
24,568,014
2,045,167
Freeport, IL
92,295
1,537,120
1,629,415
163,252
Geneva, IL
644,434
1,213,859
1,858,293
141,617
Greenville, IL
135,642
1,026,006
1,161,648
104,738
Murphysboro, IL
176,281
988,808
1,165,089
111,098
814,666
1,719,410
2,534,076
182,620
Round Lake, IL
325,722
2,669,132
5,756
2,674,888
3,000,610
269,153
Fishers, IN
429,857
621,742
25,550
647,292
1,077,149
76,312
Gas City, IN
504,378
1,341,890
1,846,268
164,941
149,230
1,002,706
1,151,936
110,715
716,631
1,143,537
1,860,168
135,687
Marion, IN
140,507
898,097
27,530
925,627
1,066,134
92,539
Westfield, IN
594,597
1,260,563
43,497
1,304,060
1,898,657
155,547
Waterloo, IA
369,497
1,265,450
1,634,947
137,018
Concordia, KS
1,144,639
26,864
1,171,503
1,321,943
116,904
Parsons, KS
203,953
1,073,554
1,277,507
129,600
Pratt, KS
245,375
1,293,871
1,539,246
140,169
Wellington, KS
95,197
1,090,333
1,185,530
115,782
Wichita, KS
1,257,608
5,700,299
355
5,700,654
6,958,262
664,933
Crestwood, KY
670,021
1,096,031
9,668
1,105,699
1,775,720
110,510
257,839
3,025,734
266,479
3,292,213
3,550,052
344,257
Grayson, KY
241,857
1,155,603
1,397,460
125,190
Henderson, KY
146,676
958,794
1,105,470
97,877
Leitchfield, KY
303,830
1,062,711
1,366,541
106,271
Kentwood, LA
327,392
638,214
20,612
658,826
986,218
81,882
565,778
890,034
(110,745)
750,569
594,498
1,345,067
41,427
Bowie, MD
2,840,009
4,474,364
7,314,373
503,255
Eldersburg, MD
563,227
1,855,987
519
1,856,507
2,419,734
197,151
Brockton, MA
3,254,807
8,504,236
105,278
8,609,514
11,864,321
860,708
F-46
Ipswich, MA
467,109
967,282
1,434,391
108,724
Ispwich, MA
2,606,990
3,414,474
6,230
3,420,704
6,027,694
384,376
Adrian, MI
459,814
1,562,895
38,711
1,601,605
2,061,419
187,499
Allegan, MI
184,466
1,239,762
1,424,228
139,473
Caro, MI
183,318
1,328,630
1,511,948
141,120
Clare, MI
153,379
1,412,383
11,126
1,423,510
1,576,889
145,217
Cooks, MI
304,340
1,109,838
9,630
1,119,468
1,423,808
111,887
Crystal Falls, MI
62,462
757,276
819,738
83,616
Harrison, MI
59,984
900,901
(25,895)
875,006
934,990
87,671
524,446
1,265,119
1,789,565
131,783
Monroe, MI
501,688
2,651,440
3,153,128
314,660
Plymouth, MI
580,459
1,043,474
47,200
1,090,674
1,671,133
130,992
Spalding, MI
86,973
842,434
929,407
93,019
4,821,073
15,814,475
17,091
15,831,566
20,652,639
1,648,931
Lakeville, MN
1,774,051
6,386,118
114,634
6,500,752
8,274,803
738,126
Longville, MN
30,748
836,277
867,025
92,339
Waite Park, MN
142,863
1,064,736
1,207,599
126,150
Bolton, MS
172,890
831,005
1,003,895
91,757
Bruce, MS
189,929
896,080
1,086,009
106,349
123,385
898,226
1,021,611
106,604
Flowood, MS
638,891
1,308,566
1,947,457
138,978
Houston, MS
170,449
913,763
1,084,212
108,449
393,954
1,169,374
1,563,328
124,193
Michigan City, MS
336,323
963,447
1,299,770
114,349
Pontotoc, MS
174,112
924,043
1,098,155
105,880
Tutwiler, MS
152,108
844,300
996,408
93,225
Fair Play, MO
56,563
642,856
699,419
70,982
1,394,072
2,210,514
3,604,586
262,435
1,647,163
2,256,716
3,903,879
263,284
Grovespring, MO
207,974
823,419
1,031,393
90,919
Hermitage, MO
98,531
833,177
2,600
835,777
934,308
92,241
Madison, MO
199,972
844,901
1,044,873
93,291
Oak Grove, MO
275,293
1,000,150
1,275,443
112,517
Salem, MO
153,713
1,085,494
1,239,207
115,268
South Fork, MO
345,053
1,087,384
1,432,437
120,065
St. Louis, MO
743,673
3,387,981
4,131,654
345,856
Manchester, HN
1,486,550
2,419,269
314,378
2,733,647
4,220,197
254,958
808,886
2,020,221
279
2,020,499
2,829,385
210,466
Lanoka Harbor, NJ
1,355,335
1,052,415
2,407,750
111,692
Paramus, NJ
6,224,221
609,273
6,833,494
830,272
San Ysidro, NM
316,770
956,983
1,273,753
105,667
Hinsdale, NY
353,602
905,350
1,258,952
99,966
Liverpool, NY
1,697,114
3,355,641
50,698
3,406,339
5,103,453
338,943
Malone, NY
413,667
1,035,771
1,449,438
122,821
Vestal, NY
3,540,906
5,610,529
5,755,529
9,296,435
617,840
Columbus, NC
423,026
1,070,992
1,494,018
113,719
505,574
1,544,177
2,049,751
160,852
Hope Mills, NC
1,522,142
7,906,676
9,428,818
856,431
Sylva, NC
450,055
1,351,631
19,487
1,371,118
1,821,173
136,990
Edgeley, ND
193,509
944,881
1,138,390
106,299
1,187,389
2,052,184
3,239,573
226,577
Williston, ND
515,210
1,584,865
2,100,075
174,995
Batavia, OH
601,071
1,125,756
(7,364)
595,681
1,123,783
1,719,464
129,046
186,215
1,343,783
8,491
1,352,274
1,538,489
135,174
357,767
1,423,046
1,780,813
168,810
Conneaut, OH
200,915
1,363,715
7,983
1,371,698
1,572,613
142,802
Hamilton, OH
335,677
1,066,581
1,402,258
124,291
657,358
3,259,449
314,817
3,574,266
4,231,624
402,224
Kenton, OH
191,968
1,290,534
7,724
1,298,257
1,490,225
132,466
Maumee, OH
1,498,739
815,222
4,677
819,899
2,318,638
100,320
Oxford, OH
912,241
2,566,991
25,001
2,591,993
3,504,234
312,004
West Chester, OH
796,035
814,730
815,390
1,611,425
100,206
395,924
1,173,848
1,569,772
141,723
Ada, OK
336,304
1,234,870
1,571,174
128,632
Bartlesville, OK
451,582
1,249,112
1,700,694
140,353
Bokoshe, OK
47,725
797,175
844,900
89,392
Lawton, OK
230,834
612,256
843,090
68,707
Whitefield, OK
144,932
863,327
1,008,259
97,124
Cranberry Township, PA
2,066,679
2,049,310
4,115,989
247,565
Ebensburg, PA
551,162
2,023,064
5,690
2,028,754
2,579,916
240,641
Flourtown, PA
1,342,409
2,229,147
3,571,556
273,984
Monaca, PA
449,116
842,901
1,292,017
101,791
Natrona Heights, PA
1,412,247
1,719,447
3,131,694
211,349
F-47
North Huntingdon, PA
428,166
1,508,044
1,936,210
182,162
Oakdale, PA
708,623
987,577
95,078
1,082,654
1,791,277
110,768
1,891,985
20,799,223
211,964
21,011,187
22,903,172
2,468,591
1,251,674
3,842,592
5,094,266
408,176
Robinson Township, PA
1,630,648
2,703,381
4,334,029
304,046
Titusville, PA
877,651
2,568,060
3,445,711
294,200
West View, PA
120,349
1,347,706
1,468,055
145,917
York, PA
3,331,496
6,690,968
9,190
6,700,158
10,031,654
766,833
2,783,934
13,228,453
16,012,387
1,598,311
Hampton, SC
215,462
1,050,367
1,265,829
131,296
1,371,226
2,752,440
503,611
3,256,051
4,627,277
405,123
Orangeburg, SC
316,428
1,116,664
1,433,092
127,873
Kadoka, SD
134,528
926,523
1,061,051
104,234
Thorn Hill, TN
115,367
974,925
1,090,292
115,677
Woodbury, TN
154,043
1,092,958
1,247,001
129,789
Burleson, TX
1,396,753
3,312,794
13,863
3,326,658
4,723,411
332,579
Carrizo Springs, TX
337,070
812,963
5,087
818,050
1,155,120
91,910
Garland, TX
773,385
2,587,011
3,360,396
301,818
Kenedy, TX
325,159
954,774
11,254
966,029
1,291,188
96,533
Laredo, TX
1,117,403
2,152,573
48,118
2,200,690
3,318,093
251,366
Lewisville, TX
2,347,993
5,271,935
4,154
5,276,089
7,624,082
648,118
1,420,820
1,858,395
3,279,215
228,428
Wichita Falls, TX
585,664
1,952,988
2,538,652
219,711
Wylie, TX
686,154
1,623,684
2,309,838
196,135
Draper, UT
1,344,025
3,321,208
23,553
3,344,761
4,688,786
334,329
Bristol, VA
996,915
1,374,467
2,371,382
148,901
Gloucester, VA
458,785
1,994,093
2,452,878
215,982
3,549,928
6,096,218
107
6,096,325
9,646,253
647,485
429,613
1,081,015
1,510,628
117,110
744,520
1,249,355
1,993,875
135,347
561,596
1,545,002
2,106,598
167,375
12,618,320
855,793
1,754,228
2,610,021
190,041
Poquoson, VA
330,867
848,105
2,156
850,261
1,181,128
92,080
South Boston, VA
490,590
2,637,385
15,414
2,652,799
3,143,389
276,173
Surry, VA
685,233
994,788
1,680,021
107,769
Williamsburg, VA
1,574,769
2,001,920
(9,200)
1,565,569
3,567,489
216,875
675,861
1,098,464
1,774,325
119,000
Wytheville, VA
206,660
1,248,178
1,454,838
124,818
Ephrata, WA
368,492
4,821,470
18,383
4,839,852
5,208,344
493,857
Charleston, WV
561,767
Ripley, WV
1,042,204
20,422
1,062,626
Black River Falls, WI
278,472
1,141,572
9,517
1,151,090
1,429,562
117,428
Lake Geneva, WI
7,078,726
Menomonee Falls, WI
3,518,493
12,020,248
12,918
3,518,494
12,033,165
15,551,659
1,378,153
Sun Prairie, WI
2,864,563
7,215,614
2,864,564
7,215,613
10,080,177
766,461
West Milwaukee, WI
783,260
3,055,907
16,402
783,261
3,072,308
3,855,569
313,346
Adger, AL
189,119
1,222,891
1,412,010
109,551
Dothan, AL
792,626
3,017,431
(31,788)
778,553
2,999,716
3,778,269
218,057
Enterprise, AL
728,934
2,504,283
15,377
2,519,660
3,248,594
247,261
Lanett, AL
597,615
2,264,102
128
2,264,230
2,861,845
188,662
Saraland, AL
838,216
2,709,602
1,276
2,710,877
3,549,093
265,173
Sylacauga, AL
2,181,806
9,940,930
4,330
9,945,260
12,127,066
890,689
Theodore, AL
743,751
2,667,802
3,411,553
255,576
Altheimer, AR
202,235
1,151,471
1,353,706
105,163
Benton, AR
561,085
2,141,511
249,809
2,391,320
2,952,405
186,705
2,271,157
1,324,716
39,069
1,363,785
3,634,942
101,069
Bismarck, AR
129,139
876,127
1,005,266
74,716
Centerton, AR
502,391
2,152,058
249,808
2,401,866
2,904,257
192,024
Elaine, AR
51,248
802,757
854,005
73,287
477,565
942,703
1,420,268
76,541
136,550
638,605
775,155
58,482
Mayflower, AR
708,465
448,741
80,702
529,443
1,237,908
39,860
Mena, AR
1,459,039
Pine Bluff, AR
195,689
1,102,338
3,251
1,105,588
1,301,277
103,675
279,293
1,290,094
7,250
1,297,344
1,576,637
118,154
548,495
5,834,876
6,383,371
498,144
Sparkman, AR
80,956
720,376
801,332
59,971
West Helena, AR
93,907
885,680
21,923
907,603
1,001,510
81,758
Coolidge, AZ
252,228
1,164,641
11,720
1,176,361
1,428,589
102,946
761,177
1,600,925
11,257
1,612,182
2,373,359
124,168
Phoenix, AZ
11,641,459
7,261,072
18,902,531
620,082
3,267,761
6,624,814
383,141
7,007,955
10,275,716
539,618
F-48
Yuma, AZ
840,427
5,489,179
577
5,489,756
6,330,183
480,204
5,052,648
29,919
5,082,567
381,006
Antioch, CA
3,369,667
6,952,571
10,322,238
579,282
Calexico, CA
937,091
22,274
959,365
Hawthorne, CA
7,297,568
5,841,964
1,750
5,843,714
13,141,282
474,637
Napa, CA
5,287,831
13,608,836
651
13,609,486
18,897,317
1,190,629
Palmdale, CA
2,159,541
6,648,091
486
6,648,577
8,808,118
623,131
Quincy, CA
315,559
1,597,973
1,913,532
149,560
605,988
4,898,500
5,504,488
438,751
10,668,451
27,033
10,695,484
San Francisco, CA
7,234,677
748,185
19,917
768,103
8,002,780
59,023
Signal Hill, CA
8,490,622
6,714,882
15,205,504
657,499
Stockton, CA
961,910
3,310,275
16,202
3,326,478
4,288,388
249,382
Broomfield, CO
708,881
965,675
7,993
973,668
1,682,549
72,975
Cortez, CO
177,422
1,594,274
9,852
1,604,126
1,781,548
120,248
La Junta, CO
187,988
823,735
1,011,723
76,975
Pueblo, CO
235,805
1,568,540
1,804,345
137,247
Newington, CT
403,932
1,915,897
51,469
1,967,366
2,371,298
185,165
Old Saybrook, CT
443,801
3,497,920
75
3,497,994
3,941,795
284,063
Stafford Springs, CT
1,230,939
7,075,776
8,306,715
574,907
Davenport, FL
721,966
1,435,651
2,157,617
143,565
Deerfield Beach, FL
1,963,542
514,491
2,478,033
43,845
Labelle, FL
489,345
2,754,977
3,244,322
235,220
2,060,445
15,405
2,075,850
Leesburg, FL
708,698
541,993
549,986
1,258,684
41,199
Madison, FL
171,150
619,660
6,567
626,228
797,378
57,491
4,558,262
7,261,682
11,819,944
665,524
Panama City, FL
830,080
856,243
1,686,323
85,617
379,154
969,254
203,144
1,172,398
1,551,552
78,942
Port St. Lucie, FL
670,030
1,664,571
2,334,601
159,397
Punta Gorda, FL
615,829
1,921,751
2,537,580
188,172
Sebring, FL
1,986,013
15,406
2,001,419
1,301,719
1,233,030
2,534,749
123,303
1,241,406
1,356,081
1,356,101
2,597,507
132,784
311,920
1,278,107
1,590,027
117,096
248,888
1,445,530
1,694,418
132,448
898,015
5,713,749
6,611,764
514,818
238,633
968,812
13,125
981,937
1,220,570
88,838
Cairo, GA
237,315
1,040,643
1,277,958
104,064
Dallas, GA
235,642
1,134,202
14,690
1,148,892
1,384,534
86,396
533,512
1,709,449
2,242,961
135,331
Flowery Branch, GA
1,253,091
(2,000)
1,251,091
Jesup, GA
155,604
864,415
1,020,019
79,159
Lawrenceville, GA
852,136
1,633,580
2,485,716
159,955
Lithia Springs, GA
3,789,145
7,881,640
11,670,785
689,539
Moultrie, GA
150,752
868,415
1,019,167
79,526
Quitman, GA
407,661
1,125,845
117,691
1,243,536
1,651,197
112,585
749,834
1,802,814
3,236
1,806,050
2,555,884
153,978
3,502,278
4,132,018
429,779
4,561,797
8,064,075
394,128
George, IA
283,785
942,785
1,226,570
94,277
Graettinger, IA
154,261
933,746
1,088,007
93,373
Alexis, IL
425,656
1,237,404
1,663,060
121,161
2,780,722
2,305,569
5,086,291
187,201
424,932
4,223,123
4,648,055
343,007
596,808
1,415,648
2,012,456
114,901
932,560
2,553,809
7,273
2,561,082
3,493,642
192,028
East Alton, IL
113,457
1,422,573
1,536,030
124,377
Fairfield, IL
198,833
1,180,242
30,243
1,210,486
1,409,319
92,299
Grayslake, IL
478,307
1,131,061
1,609,368
101,199
Homewood, IL
1,224,131
10,005,811
24,941
10,030,752
11,254,883
918,227
Kankakee, IL
107,139
1,185,653
1,292,792
93,784
Manteno, IL
71,681
1,213,963
37,938
1,251,901
1,323,582
93,653
Oswego, IL
373,727
2,715,101
16,091
2,731,193
3,104,920
204,738
Rockton, IL
367,154
1,526,399
1,893,553
114,480
Elkhart, IN
173,631
972,629
7,992
980,621
1,154,252
73,497
Franklin, IN
979,332
1,548,523
26,567
1,575,090
2,554,422
118,546
251,149
1,550,984
1,802,133
119,538
Noblesville, IN
259,582
1,611,431
1,871,013
157,786
Peru, IN
202,110
1,501,247
1,703,357
131,359
Rockville, IN
436,457
1,601,972
(75,085)
1,526,887
1,963,344
114,961
Derby, KS
440,419
2,367,428
2,807,847
197,148
Independence, KS
200,329
1,426,975
1,351,890
1,552,219
101,836
Shwanee, KS
2,594,271
2,766,524
5,360,795
241,973
F-49
834,377
2,338,612
3,172,989
204,531
2,031,526
1,974,595
4,006,121
172,679
1,194,939
2,062,020
3,256,959
180,329
2,171,260
2,235,093
4,406,353
195,571
Louisa, KY
242,391
1,177,975
549
1,178,524
1,420,915
93,702
Louisville, KY
2,185,678
3,081,512
11,400
3,092,912
5,278,590
308,655
208,346
621,820
830,166
53,054
Amite City, LA
264,208
930,655
7,080
937,735
1,201,943
77,906
377,270
1,225,020
1,602,290
119,774
Denham Springs, LA
398,006
1,484,613
1,882,619
123,693
Dequincy, LA
288,426
969,725
1,258,151
82,831
Gibson, LA
414,855
1,252,765
4,509
1,257,274
1,672,129
112,417
Gonzales, LA
688,032
2,457,035
2,706,843
3,394,875
211,619
Hammond, LA
367,215
2,243,382
2,493,191
2,860,406
185,423
Laplace, LA
1,971,887
8,537,415
10,509,302
782,459
Springhill, LA
438,507
2,335,035
14,125
2,349,160
2,787,667
176,699
Dorchester, MA
4,815,990
923,841
13,041
936,882
5,752,872
72,086
East Wareham, MA
590,052
1,525,359
8,779
1,534,139
2,124,191
118,097
Pittsfield, MA
4,127,428
5,087,945
Taunton, MA
1,005,673
8,352,646
9,358,319
835,265
Aberdeen, MD
758,616
1,712,723
2,471,339
171,272
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
125,839
Owings Mills, MD
2,154,954
3,017,368
25,391
3,042,759
5,197,713
247,498
Augusta, ME
1,627,817
Benton Harbor, MI
385,355
1,090,802
1,098,794
1,484,149
82,360
Cedar Springs, MI
346,310
1,907,232
2,253,542
143,042
Grayling, MI
277,355
521,492
925
522,417
799,772
45,548
Hart, MI
1,336,141
1,294,095
2,630,236
121,061
Holland, MI
108,733
1,773,459
1,882,192
177,346
Howell, MI
601,610
1,491,797
300
1,492,097
2,093,707
133,505
Jonesville, MI
1,171,853
8,871,307
10,043,160
813,069
1,315,043
9,131,436
1,000
9,132,436
10,447,479
741,730
Omer, MI
165,126
828,778
993,904
81,150
Owosso, MI
299,521
2,240,764
2,540,285
224,076
Taylor, MI
338,092
1,017,043
1,355,135
82,469
Traverse City, MI
337,556
3,980,018
(48,115)
3,931,903
4,269,459
311,276
Apple Valley, MN
814,086
2,665,167
3,479,253
210,922
Blaine, MN
497,750
2,998,249
3,006,242
3,503,992
225,418
Chanhassen, MN
1,664,359
11,222
1,675,581
Glyndon, MN
131,845
853,575
985,420
85,357
Hill City, MN
66,391
996,428
1,062,819
99,642
Holdingford, MN
276,722
1,078,003
1,354,725
107,799
Ottertail, MN
209,929
897,043
(1,000)
208,929
1,105,972
89,703
Arnold, MO
846,894
2,392,044
7,994
2,400,037
3,246,931
179,953
Leeton, MO
192,069
1,109,261
1,301,330
99,371
367,591
4,348,251
4,715,842
371,161
Northmoor, MO
551,491
1,723,994
2,275,485
147,168
Platte City, MO
766,613
2,501,154
21,646
2,522,801
3,289,414
188,936
Richmond Heights, MO
3,305,260
2,531,065
5,836,325
221,468
Sheldon, MO
168,799
1,017,992
1,186,791
91,195
Thayer, MO
685,788
1,968,043
29,506
1,997,549
2,683,337
181,599
Union, MO
270,233
1,041,690
1,311,923
88,914
526,657
1,575,241
2,101,898
1,625,494
6,417,821
7,430
6,425,251
8,050,745
575,930
759,912
2,383,348
3,143,260
193,559
Gore Springs, MS
188,141
951,645
48,114
999,760
1,187,901
90,457
Greenwood, MS
150,855
903,459
1,054,314
82,429
137,312
1,154,001
100,812
Grenada, MS
187,855
947,888
1,135,743
86,501
597,617
2,692,177
10,753
2,702,930
3,300,547
263,515
Madison, MS
1,437,048
6,194,546
7,631,594
503,240
Oxford, MS
547,606
993,807
1,001,799
1,549,405
75,085
259,300
864,055
21,464
885,519
1,144,819
74,802
Wiggins, MS
639,466
2,563,263
2,563,391
3,202,857
213,592
Asheville, NC
5,132,913
17,171
5,150,084
Atlantic Beach, NC
261,338
1,156,375
1,417,713
96,272
Beaufort, NC
375,437
1,417,587
1,793,024
118,039
Boone, NC
4,795,569
9,543,185
31,452
9,574,638
14,370,207
935,506
Buxton, NC
209,947
1,186,030
1,395,977
98,743
Cary, NC
253,081
1,018,159
1,271,240
85,799
F-50
Chapel Hill, NC
22,437,345
(776,409)
21,657,946
2,990
21,660,936
978,304
1,328,283
2,306,587
124,414
952,393
1,398,319
2,350,712
134,006
Dallas, NC
309,847
1,008,936
1,318,783
88,196
229,232
1,169,836
1,399,068
97,394
Elkin, NC
1,884,674
10,255
1,894,929
2,187,163
142,056
Elm City, NC
447,081
1,401,379
1,848,460
116,689
Emerald Isle, NC
316,187
1,125,842
1,442,029
93,727
4,398,922
10,142,102
30,452
10,172,554
14,571,476
994,223
Garner, NC
216,566
1,170,660
1,387,226
97,462
Goldsboro, NC
246,160
1,227,984
1,474,144
102,239
243,355
1,135,304
1,378,659
94,516
272,962
1,126,017
1,398,979
93,742
161,533
1,095,964
1,257,497
91,238
Harkers Island, NC
964,627
2,109,360
3,073,987
175,780
405,135
1,122,908
21,750
1,144,659
1,549,794
94,142
3,213,710
10,021,579
89,947
10,111,526
13,325,236
814,356
295,296
1,426,015
22,196
1,448,211
1,743,507
108,162
Kinston, NC
358,915
1,016,305
1,375,220
84,692
Knotts Island, NC
129,285
1,232,265
1,361,550
102,689
Morehead City, NC
201,436
934,453
1,135,889
77,871
Randleman, NC
1,368,987
8,954,905
30,453
8,985,357
10,354,344
877,976
1,834,106
19,174
1,853,280
Rocky Mount, NC
305,766
1,114,117
1,419,883
92,843
206,675
960,873
1,167,548
80,073
990,303
1,019,025
1,027,018
2,017,321
76,976
Salter Path, NC
245,172
1,012,413
1,257,585
84,368
Smithfield, NC
270,560
1,201,146
1,471,706
100,096
1,776,968
12,026,284
6,068
12,032,353
13,809,321
1,128,002
Waves, NC
320,928
1,092,703
1,413,631
91,058
Waxhaw, NC
679,943
2,377,641
430
2,378,071
3,058,014
188,175
Winston Salem, NC
232,299
1,069,191
1,301,490
89,099
Winston-Salem, NC
282,142
1,316,279
12,095
1,328,374
1,610,516
99,553
Winterville, NC
312,123
1,271,222
1,583,345
105,935
Stanley, ND
346,030
3,299,205
11,401
3,310,605
3,656,635
309,816
Lebanon, NH
694,609
3,892,685
61,494
3,954,179
4,648,788
360,303
Budd Lake, NJ
2,771,964
20,750
2,792,714
Fairfield, NJ
2,358,323
24,454
2,382,777
Paterson, NJ
663
Clovis, NM
74,256
943,641
11,850
955,492
1,029,748
73,533
Albany, NY
539,308
1,123,766
1,663,074
93,538
Bemus Point, NY
49,293
980,218
(53,366)
926,851
976,144
Candor, NY
271,132
1,012,522
959,155
1,230,287
85,582
Conklin, NY
247,429
939,529
(53,367)
886,162
1,133,591
79,195
Greene, NY
449,997
1,173,666
1,623,663
102,684
526,596
561,841
566,732
1,093,328
42,474
Masonville, NY
222,228
1,059,364
1,281,592
92,683
Medford, NY
1,211,908
3,751,279
74
3,751,353
4,963,261
304,648
Mount Upton, NY
152,379
918,162
1,070,541
80,339
Olean, NY
1,224,360
12,197,768
181,275
12,379,043
13,603,403
1,167,421
Pompey, NY
774,544
1,437,312
2,211,856
125,765
Ripley, NY
110,279
756,748
867,027
66,215
2,391,104
13,146,442
560
13,147,003
15,538,107
1,067,971
1,432,858
6,115,247
7,548,105
573,090
Wainscott, NY
4,544,060
4,084,794
8,628,854
382,816
Watertown, NY
523,013
1,323,771
17,365
1,341,136
1,864,149
108,690
Boardman, OH
483,754
1,817,047
2,300,801
155,147
Carrollton, OH
251,046
1,593,367
1,844,413
149,133
Chillicothe, OH
760,959
10,507,546
11,268,505
984,911
Cincinnati, OH
381,550
1,651,643
2,033,193
141,018
1,689,259
6,937,214
7,998
6,945,212
8,634,471
676,375
Defiance, OH
127,517
1,407,734
(63,631)
1,344,103
1,471,620
100,425
Dunkirk, OH
230,958
1,069,772
1,074,280
1,305,238
96,070
Hudson, OH
548,279
763,934
768,825
1,317,104
57,631
Mason, OH
4,470,714
11,479,943
7,630
11,487,573
15,958,287
957,019
Massillon, OH
118,153
1,177,205
1,185,197
1,303,350
88,840
Mayfield Heights, OH
696,965
987,268
992,159
1,689,124
74,381
Oregon, OH
4,915,676
11,980,299
16,895,975
948,299
Parma, OH
1,301,846
8,645,091
30,638
(1,550)
8,674,179
4,950,900
8,979,618
13,930,518
710,824
Westerville, OH
946,988
1,786,197
1,791,088
2,738,076
134,301
690,653
1,402,190
832,471
2,234,661
2,925,314
160,934
F-51
Checotah, OK
151,906
862,730
40,850
903,580
1,055,486
82,415
507,204
3,969,937
4,477,141
347,238
Moore, OK
1,649,938
1,480,239
1,488,232
3,138,170
111,567
356,795
1,349,469
1,706,264
115,208
Eugene, OR
4,253,602
7,543,456
11,797,058
612,812
Seaside, OR
376,612
5,093,532
2,614
5,096,147
5,472,759
445,705
Bristol, PA
1,201,361
9,382
1,210,743
Lawrence Township, PA
225,955
1,552,979
16,801
1,569,779
1,795,734
141,361
Nescopeck, PA
428,452
1,362,404
1,790,856
116,372
New Milford, PA
206,824
1,139,407
1,143,916
1,350,740
102,308
Orangeville, PA
201,441
1,065,583
1,267,024
86,579
Port Trevorton, PA
143,540
955,027
4,508
959,535
1,103,075
85,791
Tobyhanna, PA
181,003
1,066,380
1,070,889
1,251,892
95,766
Wellsboro, PA
165,062
1,091,790
1,256,852
81,884
Whitehall, PA
1,139,318
2,964,839
697,122
3,661,960
4,801,278
374,768
Chapin, SC
237,432
1,540,336
1,777,768
131,440
Clemson, SC
501,288
1,898,545
6,845
1,905,390
2,406,678
174,397
1,233,052
5,532,637
6,765,689
518,445
354,953
1,670,857
2,025,810
135,684
Greer, SC
426,062
1,800,058
29,426
1,829,484
2,255,546
177,445
Irmo, SC
274,327
729,177
1,003,504
59,246
858,941
1,377,893
2,236,834
134,919
389,784
915,150
923,143
1,312,927
69,186
Pageland, SC
305,018
2,185,114
24,897
2,210,011
2,515,029
169,998
Vermillion, SD
182,981
1,352,667
209,679
1,562,346
1,745,327
147,468
Yankton, SD
197,328
985,756
993,749
1,191,077
74,481
Cleveland, TN
1,060,966
1,508,917
(4,999)
1,055,966
2,564,883
147,748
Henderson, TN
109,252
705,187
814,439
57,242
Kimball, TN
1,509,366
11,782,512
13,291,878
1,030,756
4,110,394
12,554,772
864
12,555,636
16,666,030
1,098,439
210,544
1,396,261
1,606,805
113,328
Lakeland, TN
237,682
795,446
1,033,128
64,576
Nashville, TN
556,406
980,902
(980,902)
355,577
1,331,745
177,020
1,508,765
1,864,342
113,940
Seymour, TN
187,929
1,302,250
1,490,179
111,154
Tullahoma, TN
1,206,870
9,840,853
12,759
9,853,611
11,060,481
759,427
Belton, TX
587,479
2,228,889
2,816,368
176,380
Comanche, TX
93,935
1,213,190
1,307,125
121,319
Conroe, TX
1,227,703
4,880
1,232,583
Converse, TX
1,425,000
471,349
1,896,349
40,091
200,802
1,642,854
8,674
1,651,528
1,852,330
127,084
Cuero, TX
361,553
2,937,261
3,298,814
238,597
Dayton, TX
167,367
1,222,272
11,342
1,233,614
1,400,981
92,357
Devine, TX
307,379
1,194,057
1,501,436
97,017
El Paso, TX
5,085,368
9,188,052
33,706
9,221,758
14,307,126
843,785
Euless, TX
802,881
1,599,698
2,402,579
139,973
Gonzales, TX
382,828
2,667,952
3,050,780
216,711
Harker Heights, TX
659,665
863,417
1,523,082
70,153
1,564,673
806,551
12,204
818,755
2,383,428
61,673
231,002
2,423,937
197,853
2,621,790
2,852,792
210,141
Houston, TX
5,229,809
6,223,821
22,180
6,246,000
11,475,809
532,283
812,409
2,365,951
3,178,360
192,170
835,464
5,596
17,094
858,154
595,712
2,044,118
(83,862)
511,850
2,555,968
183,019
La Feria, TX
44,473
1,170,246
6,975
1,177,221
1,221,694
93,124
Lake Jackson, TX
898,275
1,791,093
1,799,085
2,697,360
134,881
1,033,074
1,746,113
2,779,187
152,785
332,773
933,072
937,963
1,270,736
70,317
1,884,836
5,897,417
38,387
5,935,804
7,820,640
444,898
Mansfield, TX
1,116,200
1,554,255
1,562,247
2,678,447
117,119
Mckinney, TX
2,304,155
1,862,729
1,870,722
4,174,877
140,254
Rhome, TX
477,504
2,267,040
43,781
2,310,821
2,788,325
172,175
Saginaw, TX
318,799
734,538
1,020
735,558
1,054,357
59,654
San Antonio, TX
947,884
884,952
892,945
1,840,829
66,921
Terrell, TX
1,065,186
3,244,273
4,309,459
324,427
789,415
1,258,695
1,266,687
2,056,102
94,952
Weslaco, TX
921,078
2,179,132
(36,040)
2,143,092
3,064,170
162,751
Chester, VA
389,357
37,083
426,440
Galax, VA
160,074
1,185,312
32,976
1,218,288
1,378,362
93,733
Henrico, VA
439,174
1,681,279
36,356
1,717,635
2,156,809
131,031
Lynchburg, VA
241,396
890,833
12,097
902,930
1,144,326
67,644
Burlington, WI
1,121,515
3,220,272
3,228,266
4,349,781
242,070
Germantown, WI
617,945
1,199,846
1,207,840
1,825,785
90,538
F-52
Minocqua, WI
2,866,258
680
2,866,939
3,093,837
226,828
1,705,035
14,386,316
16,091,351
1,168,742
Portage, WI
800,764
3,052,566
17,061
3,069,627
3,870,391
255,083
Vienna, WV
141,299
1,283,342
141,298
1,283,343
1,424,641
128,334
Cheyenne, WY
884,988
2,104,537
210,757
884,987
2,315,295
3,200,282
177,401
Gadsden, AL
1,516,549
18,095
1,534,644
Jasper, AL
733,824
5,508,628
6,242,452
309,791
Pelham, AL
919,330
2,327,831
3,247,161
169,738
121,550
1,211,283
14,504
1,225,787
1,347,337
61,199
2,278,930
1,199,562
3,478,492
82,455
345,738
1,279,134
9,749
1,288,883
1,634,621
64,383
2,050,887
1,527,796
3,578,683
95,348
Springdale, AR
1,331,671
1,696,714
3,028,385
98,959
Avondale, AZ
399,574
2,237,087
12,740
2,249,828
2,649,402
112,412
Winslow, AZ
375,135
999,436
1,374,571
62,366
Colton, CA
2,917,244
6,274,140
214
6,274,355
9,191,599
457,463
904,398
904,612
Elk Grove, CA
1,692,244
3,387,901
5,080,145
247,034
Pleasant Hill, CA
17,618,136
Sacramento, CA
2,962,751
14,367,331
4,194
14,371,525
17,334,276
748,371
Van Nuys, CA
10,821,454
6,196,785
123,312
6,320,098
17,141,552
321,825
Silverthorne, CO
4,368,862
6,781,801
440,130
7,221,931
11,590,793
349,017
Colchester, CT
503,706
5,280,982
5,784,688
352,066
2,155,182
2,723,325
3,000
2,726,325
4,881,507
167,539
Stratford, CT
993,610
6,285,488
7,279,098
353,508
Wallingford, CT
4,598,776
19,587,021
2,205
19,589,226
24,188,002
1,183,334
13,491,385
4,628,672
1,939
4,630,612
18,121,997
242,921
Bridgeville, DE
2,496,605
Daytona Beach, FL
3,248,529
2,949,873
7,123,762
1,834
7,125,597
10,075,470
385,801
691,891
1,034,268
18,145
1,052,413
1,744,304
81,057
Hialeah, FL
4,971,380
5,191
4,976,571
804,622
3,907,841
285
3,908,126
4,712,748
244,071
545,581
1,461,745
2,007,326
109,416
1,072,558
756,285
1,828,843
51,872
422,211
2,372,216
2,794,427
133,377
Naples, FL
1,453,431
1,190,857
8,035,701
10,505,521
36,672
8,041,301
10,536,593
18,577,894
591,672
1,039,722
Pembroke Pines, FL
2,285,774
1,178,923
922,936
2,101,859
53,822
439,430
44,294
483,724
1,046,780
Yulee, FL
2,262,371
7,246,236
9,508,607
452,317
Athens, GA
68,943
6,048,020
28,018
6,076,038
6,144,981
392,980
933,105
1,460,129
136
1,460,265
2,393,370
90,643
347,441
2,622,249
12,604
2,634,853
2,982,294
131,664
Dublin, GA
217,337
605,199
649,493
866,830
34,919
Gray, GA
148,268
1,074,924
1,223,192
71,634
Jefferson, GA
527,074
931,010
1,836
932,845
1,459,919
50,414
Jonesboro, GA
344,270
1,576,064
11,550
1,587,614
1,931,884
82,540
Kingsland, GA
185,047
2,599,400
2,784,447
151,558
1,177,865
1,833,593
10,875
1,844,468
3,022,333
133,971
Rome, GA
1,380,532
25,716
1,406,248
Stockbridge, GA
278,080
1,479,158
46,794
1,525,952
1,804,032
74,944
Thomson, GA
257,455
1,291,280
14,423
1,305,703
1,563,158
65,195
Centerville, IA
182,203
2,115,086
2,297,289
136,426
902,749
947,043
Mason City, IA
869,564
3,270,795
62,237
3,333,032
4,202,596
225,199
229,425
1,558,507
1,787,932
94,140
Bloomingdale, IL
5,377,240
9,661,090
48,794
9,709,883
15,087,123
664,905
239,089
1,826,238
2,065,327
110,315
Bourbonnais, IL
1,593,823
1,525,782
1,527,618
3,121,441
79,512
Carbondale, IL
496,342
1,025,021
8,125
1,033,146
1,529,488
60,477
Champaign, IL
3,112,523
4,504,390
7,616,913
253,120
Charleston, IL
2,650,341
25,533
2,675,874
698,854
1,412,178
2,111,032
102,832
Coal City, IL
453,744
1,080,622
1,534,366
74,120
East Dundee, IL
1,567,806
East Peoria, IL
2,404,155
2,429,688
Hampshire, IL
3,866,229
3,868,065
Huntley, IL
2,089,500
1,835
2,091,335
F-53
Joliet, IL
536,897
3,011,274
3,548,171
212,929
Lakemoor, IL
987,967
Lombard, IL
5,480,904
5,482,740
Mount Prospect, IL
885,540
934
886,474
Naperville, IL
3,973,788
12,799,047
(403,423)
12,395,624
16,369,412
716,938
563,262
1,471,698
2,034,960
100,946
Romeoville, IL
4,835,683
48,960
4,884,643
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
52,093
South Chicago Heights, IL
205,849
1,452,724
24,942
1,477,667
1,683,516
88,218
South Elgin, IL
648,899
3,916,025
2,359
3,918,384
4,567,283
203,981
985,408
2,746,744
499,999
3,246,744
4,232,152
201,404
Streator, IL
203,924
1,040,180
1,042,429
1,246,353
54,247
Westchester, IL
296,452
1,252,538
1,548,990
73,065
Westmont, IL
2,284,013
8,912,960
11,196,973
630,974
Bedford, IN
239,065
956,272
958,521
1,197,586
49,877
Brownsburg, IN
329,868
3,033,286
3,363,154
221,177
329,123
1,521,763
10,772
1,532,535
1,861,658
79,703
Granger, IN
406,211
1,459,388
1,865,599
97,292
362,907
2,710,927
3,073,834
163,765
298,258
1,193,243
12,752
1,205,996
1,504,254
62,672
Kiowa, KS
20,642
1,469,150
19,726
1,488,876
1,509,518
80,713
Liberal, KS
418,695
6,919,579
7,338,274
418,038
Manhattan, KS
1,419,099
1,420,934
Merriam, KS
1,688,893
6,844,926
8,533,819
470,442
1,716,439
10,797,925
25,114
10,823,039
12,539,478
540,995
695,883
1,918,101
339
1,918,440
2,614,323
135,593
1,041,287
1,521,346
2,562,633
85,460
Clinton, LA
164,982
1,057,099
1,222,081
77,080
Independence, LA
273,598
1,022,901
19,305
1,042,207
1,315,805
51,990
976,288
2,744,759
3,721,047
194,255
Pineville, LA
136,853
1,307,116
1,443,969
96,123
Walker, LA
90,393
1,383,507
86,389
Abington, MA
8,465,529
Fall River, MA
721,506
5,380,883
6,102,389
358,479
1,514,648
16,947,554
18,462,202
988,591
4,451,982
1,393,361
2,819,672
12,398
2,832,070
4,225,431
147,390
Baltimore (Gwynn Oak), MD
1,225,061
Bel Air, MD
499,309
Dundalk, MD
746,235
1,564,948
2,311,183
117,157
Battle Creek, MI
101,794
1,083,512
1,185,306
67,491
271,928
1,143,856
1,145,692
1,417,620
59,635
925,205
5,848,684
28,275
5,876,959
6,802,164
382,739
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
376,121
Saginaw, MI
285,004
896,731
8,898
905,629
1,190,633
45,226
1,859,019
855,000
1,267,920
353,203
1,621,123
2,476,123
76,287
Sterling Heights, MI
484,463
2,991,098
3,140,000
3,624,463
205,468
403,176
1,862,968
2,266,144
116,339
Brooklyn Park, MN
2,386,951
2,002,599
4,389,550
141,851
Burnsville, MN
588,062
1,977,978
19,419
1,997,397
2,585,459
99,749
Fridley, MN
4,775,640
12,102
4,787,742
1,566,580
2,730,817
4,297,397
193,351
Oakdale, MN
4,800,338
12,814,387
17,614,725
880,738
Savage, MN
1,470,298
1,283,392
2,753,690
90,825
California, MO
62,996
1,479,867
1,542,863
98,589
Marshfield, MO
795,252
4,724,969
5,520,221
314,782
Pevely, MO
724,554
1,130,540
1,855,094
80,032
Sugar Creek, MO
488,219
1,038,408
1,526,627
69,159
Byhalia, MS
150,179
1,417,039
4,402
1,421,441
1,571,620
73,956
Byram, MS
5,279,846
10,832,879
16,112,725
699,490
Vicksburg, MS
705,202
825,075
1,530,277
46,315
Sidney, MT
190,517
3,935,720
4,126,237
221,315
1,972,755
810,927
1,344,585
Denver, NC
199,637
1,323,072
1,522,709
85,424
188,155
702,254
890,409
45,330
545,483
2,714,833
3,260,316
197,957
261,641
1,033,980
73,894
1,107,875
1,369,516
84,938
F-54
Hickory, NC
417,127
1,548,699
5,836
1,554,535
1,971,662
84,005
367,561
1,427,032
69,492
1,496,524
1,864,085
114,437
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
116,056
1,434,069
1,622,236
81,711
1,073,746
6,186,151
6,965
6,193,116
7,266,862
464,266
742,521
1,547,361
44,293
1,591,655
2,334,176
87,916
1,387,879
Bottineau, ND
680,781
2,851,784
22,314
2,874,097
3,554,878
149,500
Blair, NE
65,927
1,171,950
1,237,877
68,261
Crete, NE
283,765
4,583,875
4,585,710
4,869,475
248,278
Valentine, NE
30,526
1,276,252
1,278,752
1,309,278
66,550
Wayne, NE
24,660
1,211,103
1,235,763
70,545
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
484,688
Eatontown, NJ
4,073,886
Elizabeth, NJ
1,389,441
Hammonton, NJ
4,231,954
Lawrenceville, NJ
19,909
12,118
(88,104)
(75,986)
1,111,855
78,562
North Plainfield, NJ
1,189,310
1,655,062
2,844,372
113,697
Parsippany, NJ
4,683,017
896,104
1,977,903
2,874,007
123,619
20,901,499
11,676
20,913,175
1,168
Pennsauken, NJ
3,731,685
(74,044)
3,657,641
Randolph, NJ
3,550,608
Upper Deerfield, NJ
194,607
1,729,659
12,085
1,741,743
1,936,350
101,408
Whippany, NJ
3,557,958
Woodbine, NJ
354,591
1,545,735
1,900,326
115,716
Woodbridge, NJ
737,212
2,644,765
3,381,977
182,854
Albuquerque, NM
2,812,052
433,221
1,163,623
1,596,844
72,591
698,506
3,183,377
22,723
3,206,100
3,904,606
166,794
Espanola, NM
5,630,895
5,632,730
Kingston, NY
515,184
3,795,511
81,585
3,877,096
4,392,280
223,076
New Rochelle, NY
14,519,339
21,244,741
(175)
21,244,566
35,763,905
1,375,941
353,653
6,062,345
6,415,998
416,600
North Babylon, NY
2,090,724
14,709
2,105,433
(3)
Plattsburgh, NY
161,089
2,240,530
9,796
2,250,327
2,411,416
126,458
1,097,316
7,362,973
8,460,289
505,847
Scarsdale, NY
886,492
1,108,577
1,995,069
62,277
Wappingers Falls, NY
595,962
3,792,944
4,388,906
252,863
Bedford, OH
222,469
1,643,801
1,866,270
95,709
289,416
1,625,007
4,401
1,629,409
1,918,825
84,788
Chesapeake, OH
314,084
2,102,730
96,500
2,199,230
2,513,314
162,872
1,009,008
Dayton, OH
168,736
1,738,910
1,907,646
97,697
1,445,514
5,043,700
144,115
5,187,814
6,633,328
263,890
Gallipolis, OH
818,390
2,159,967
2,978,357
157,395
Geneva, OH
193,381
1,317,460
1,510,841
76,726
Groveport, OH
386,687
1,166,510
668
1,167,178
1,553,865
77,652
1,030,560
1,152,478
1,041,080
707,910
(68)
707,842
1,428,428
Mentor, OH
484,808
2,222,441
10,946
2,233,387
2,718,195
111,601
Milford Center, OH
193,215
924,186
12,483
936,670
1,129,885
46,756
New Lexington, OH
670,811
2,171,553
2,842,364
158,240
Octa, OH
3,303,590
3,305,425
Pataskala, OH
626,985
1,071,479
1,698,464
62,411
1,986,486
5,881
1,992,367
Rocky River, OH
4,045,087
F-55
2,151,951
20,215
2,172,166
1,372,577
1,392,792
Sidney, OH
45,594
1,562,442
1,608,036
91,051
Streetsboro, OH
199,026
975,438
10,947
986,385
1,185,411
49,251
4,839,262
6,842,158
11,681,420
441,756
Urbana, OH
4,690,277
6,963,348
11,653,625
449,582
Winchester, OH
259,544
1,236,805
1,241,207
1,500,751
64,569
Atoka, OK
335,303
3,504,781
3,840,084
197,074
Stillwater, OK
501,114
3,252,177
3,753,291
182,850
Tillamook, OR
1,491,707
5,261,299
6,753,006
328,761
Cranberry, PA
1,677,064
Dunmore, PA
2,386,896
1,545,236
20,023,873
8,447
20,032,320
21,577,556
1,084,981
Greenville, PA
1,117,096
10,381,185
25,171
10,406,356
11,523,452
520,161
1,276,788
48,225
1,325,013
547,237
1,503,662
2,050,899
103,299
Quakertown, PA
1,763,324
30,834
1,794,158
West Mifflin, PA
1,275,400
1,327,346
5,564,166
331,189
5,895,355
7,222,701
345,082
Bluffton, SC
473,900
3,740,291
4,214,191
210,281
307,888
2,411,359
2,719,247
135,568
1,675,276
5,987,483
29,821
6,017,305
7,692,581
325,627
Lancaster, SC
187,595
991,659
52,829
1,044,489
1,232,084
60,997
Olanta, SC
81,182
820,443
901,625
46,083
305,903
571,538
68,009
639,547
945,450
39,200
Pierre, SD
181,579
2,071,921
2,253,500
129,414
Watertown, SD
561,618
1,596,716
8,458
1,605,174
2,166,792
80,206
Antioch, TN
935,614
Clarksville, TN
238,147
1,331,623
8,200
1,339,823
1,577,970
97,485
Crossville, TN
691,538
2,633,769
21,858
2,655,627
3,347,165
141,249
Hendersonville, TN
1,724,979
Hermitage, TN
722,734
1,730,483
3,100,154
3,102,654
4,833,137
174,305
1,762,166
3,753,566
5,515,732
234,575
Lakesite, TN
834,052
999,412
1,833,464
68,637
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
213,434
Baytown, TX
5,245,019
13,452,319
18,697,338
868,662
1,899,691
1,955,961
3,855,652
130,370
Cypress, TX
621,351
1,290,305
4,701,339
5,991,644
332,825
4,640,263
Kerrville, TX
629,024
2,862,560
27,659
2,890,219
3,519,243
178,910
3,506,179
1,938,388
5,444,567
121,125
Monahans, TX
783,242
2,930,495
2,932,995
3,716,237
146,634
2,378,043
1,905,793
4,283,836
119,088
2,256,629
1,689,906
3,946,535
105,595
2,365,571
1,566,637
3,932,208
97,891
Richmond, TX
478,530
2,624,852
3,103,382
158,565
Shenandoah, TX
2,293,709
Spring, TX
1,886,748
1,930,279
3,817,027
112,600
Texarkana, TX
1,312,692
2,124,343
12,218
2,136,561
3,449,253
145,720
White Oak, TX
120,160
1,224,831
468
1,225,299
1,345,459
76,321
Orem, UT
764,062
2,054,014
2,818,076
149,772
Charlottesville, VA
1,364,219
646,751
4,938,519
5,585,270
339,441
2,102,839
6,892,262
8,995,101
472,681
3,659,187
3,746,418
7,405,605
249,761
287,461
2,086,888
11,460
2,098,348
2,385,809
104,846
450,045
Lakewood, WA
788,705
2,937,767
3,726,472
184,243
Port Angeles, WA
476,652
5,940,135
6,416,787
364,127
Puyallup, WA
1,626,445
2,757,598
4,384,043
172,225
Roy, WA
327,278
1,862,388
2,189,666
116,348
Antigo, WI
150,406
907,287
909,122
1,059,528
49,124
Brown Deer, WI
413,053
2,893,299
25,988
2,919,287
3,332,340
145,802
Eau Claire, WI
2,897,122
6,600,361
9,497,483
454,708
Milwaukee, WI
63,728
1,834,352
1,898,080
373,040
3,470,250
8,476
3,478,726
3,851,766
188,278
Athens, WV
416,517
1,472,494
1,889,011
107,267
F-56
Beckley, WV
663,138
2,263,526
2,926,664
167,814
Buckhannon, WV
469,129
1,853,528
151,900
2,005,428
2,474,557
150,241
Elkins, WV
397,225
1,832,516
2,229,741
133,518
Huntington, WV
447,207
1,851,268
2,298,475
137,143
572,162
1,386,007
1,958,169
103,633
778,229
2,357,830
3,136,059
171,823
233,205
1,245,497
1,478,702
75,229
Bessemer, AL
319,436
1,007,258
1,326,694
44,067
231,165
1,316,448
1,547,613
46,117
Clayton, AL
305,323
1,199,107
3,009
1,202,116
1,507,439
42,614
Foley, AL
876,745
1,662,760
2,539,505
63,445
Grant, AL
77,433
1,188,768
1,266,201
43,339
Hoover, AL
1,548,554
1,351,397
2,899,951
38,743
1,317,052
1,381,193
2,698,245
42,407
Mobile, AL
81,304
1,526,990
1,608,294
66,914
Talladega, AL
903,998
2,044,842
35,677
907,712
2,076,805
2,984,517
58,025
568,164
3,133,875
3,702,039
137,107
Coal Hill, AR
134,620
1,378,371
7,300
1,385,671
1,520,291
57,992
Conway, AR
357,768
2,955,854
3,313,622
106,922
Fort Smith, AR
50,300
2,378,776
26,235
2,405,011
2,455,311
89,363
Lincoln, AR
318,811
1,269,472
1,588,283
40,978
369,985
4,260,606
12,795
4,273,401
4,643,386
159,808
216,373
391,093
607,466
14,666
Russellville, AR
176,925
481,057
481,072
657,997
17,957
1,333,032
2,929,959
15,074
2,945,032
4,278,064
109,929
Glendale, AZ
3,552,730
3,229,514
8,381
3,237,895
6,790,625
1,393,147
3,822,282
48,359
3,870,640
5,263,787
143,698
Tolleson, AZ
2,091,545
4,359,819
21,687
4,381,506
6,473,051
137,595
Bakersfield, CA
1,205,283
3,010,596
12,716
3,023,312
4,228,595
97,569
La Cañada, CA
1,921,417
457,495
457,509
2,378,926
17,073
Ontario, CA
3,173,695
2,567,059
2,567,074
5,740,769
96,182
Riverside, CA
3,081,078
14,365,552
14,400,052
17,481,130
600,036
1,275,187
945,420
2,220,607
Turlock, CA
487,463
2,212,222
2,699,685
71,041
1,200,474
4,510,849
5,711,323
137,441
1,086,480
5,124,804
6,211,284
193,536
Vallejo, CA
2,769,671
2,513,905
5,283,576
112,361
Windsor Hill, CA
3,332,206
2,100,596
5,432,802
102,777
Middletown, CT
2,143,995
2,943,499
5,087,494
140,730
972,505
2,058,031
3,030,536
80,321
West Hartford, CT
852,020
5,066,206
234,600
5,300,806
6,152,826
225,799
4,044,465
14,245,446
4,996
14,250,442
18,294,907
600,959
Wethersfield, CT
553,394
1,132,300
1,685,694
42,461
933,446
1,502,866
1,502,895
2,436,341
56,192
6,857,716
Ocala, FL
204,589
1,703,533
1,908,122
74,529
Palm Coast, FL
479,504
984,850
1,464,354
47,118
1,998,986
1,409,662
3,408,648
3,590,819
2,515,568
6,106,387
110,056
Trenton, FL
430,460
2,288,147
15,700
2,303,847
2,734,307
100,412
Chiefland, FL
489,309
1,306,132
225,812
1,531,945
2,021,254
72,880
Coral Gables, FL
3,127,647
272,255
272,270
3,399,917
10,127
Crestview, FL
961,109
1,044,147
2,005,256
38,323
Destin, FL
1,830,319
780,173
2,610,492
24,172
Gainesville, FL
1,173,553
517,450
517,465
1,691,018
19,322
2,544,415
5,881,080
16,562
5,897,642
8,442,057
186,425
927,500
1,351,709
1,351,724
2,279,224
50,607
1,021,155
735,752
735,767
1,756,922
27,508
Jacksonville Beach, FL
1,130,336
991,755
991,770
2,122,106
37,108
1,057,416
1,007,440
2,064,856
37,779
1,185,978
1,025,426
2,211,404
38,453
235,155
3,784,135
151,789
3,935,924
4,171,079
143,302
216,803
1,400,601
1,617,404
54,799
415,780
1,668,994
2,084,774
60,329
Lake Butler, FL
503,163
1,360,333
1,863,496
52,508
Marco Island, FL
1,350,573
504,251
23,968
528,219
1,878,792
18,467
653,912
961,132
1,615,044
34,673
Miami, FL
2,700,553
1,142,400
1,142,414
3,842,967
42,757
North Palm Beach, FL
662,025
950,514
950,529
1,612,554
35,562
536,059
1,628,848
2,164,907
54,165
336,533
2,677,778
3,740
2,681,517
3,018,050
69,793
1,037,380
1,397,227
1,397,242
2,434,622
52,313
2,925,553
264,350
264,364
3,189,917
9,830
F-57
Winter Springs, FL
1,606,141
873,427
873,441
2,479,582
32,671
New Port Richey, FL
791,096
2,857,431
(645,627)
145,469
3,002,900
92,259
Calhoun, GA
370,237
1,896,447
2,266,684
90,781
Chula, GA
316,673
949,483
1,266,156
45,405
Perry, GA
567,281
11,880,078
12,447,359
519,465
Surrency, GA
399,599
853,287
1,252,886
40,809
Swainsboro, GA
113,339
2,874,987
15,400
2,890,387
3,003,726
125,909
Augusta, GA
72,851
1,604,212
1,604,226
1,677,077
60,075
199,100
1,794,406
1,993,506
64,957
Bremen, GA
203,102
5,264,118
5,467,220
182,475
Canton, GA
3,078,088
6,862,199
9,940,287
235,694
Dawsonville, GA
264,759
1,005,563
1,270,322
32,400
Edison, GA
397,493
1,253,203
1,256,213
1,653,706
40,410
Hephzibah, GA
109,510
1,460,599
1,570,109
57,281
Newman, GA
1,619,186
5,272,513
6,891,699
190,733
736,451
2,777,892
3,514,343
108,845
723,713
1,146,114
1,869,827
42,001
Bettendorf, IA
1,314,298
3,229,705
3,734
1,318,012
3,229,725
4,547,737
107,752
280,575
1,114,056
284,289
1,114,076
1,398,365
30,940
248,576
252,311
Corning, IA
30,145
1,365,946
2,204
1,368,151
1,398,296
49,938
Fredericksburg, IA
30,004
1,280,340
1,282,544
1,312,548
46,411
Weiser, ID
76,942
1,488,028
1,564,970
46,672
Hainesville, IL
3,130,195
1,216,373
1,221,373
4,351,568
60,777
O'Fallon, IL
893,771
2,322,875
3,216,646
111,184
Plainfield, IL
634,629
959,057
1,593,686
41,907
Bellwood, IL
1,441,254
Calumet City, IL
434,232
939,480
23,400
962,880
1,397,112
28,074
673,631
950,418
1,624,049
32,093
Cicero, IL
371,928
1,410,440
1,782,368
49,709
Elgin, IL
860,328
1,964,892
2,825,220
62,115
Franklin Park, IL
444,444
1,411,881
1,856,325
45,194
Hoffman Estates, IL
529,309
3,946,239
67,180
4,013,419
4,542,728
134,694
Lansing, IL
200,857
2,082,566
450
2,083,016
2,283,873
71,453
Lynwood, IL
97,956
1,148,587
1,119
1,149,706
1,247,662
33,951
Markham, IL
2,638,402
3,749,690
Pecatonica, IL
187,658
1,302,630
1,303,749
1,491,407
38,571
3,564,144
3,088,724
6,652,868
103,205
Round Lake Beach, IL
625,866
2,657,522
9,542
2,667,064
3,292,930
90,728
Roxana, IL
391,797
1,575,658
26,996
1,602,654
1,994,451
41,569
618,840
2,908,118
2,233,033
650,936
5,109,054
5,759,990
107,722
Tinley Park, IL
408,954
1,262,396
47,005
1,309,401
1,718,355
82,745
Waukegan, IL
883,882
1,323,127
9,917
1,333,044
2,216,926
36,807
Greenfield, IN
366,213
651,652
1,017,865
28,376
Winchester, IN
91,925
2,351,576
155,700
2,507,276
2,599,201
121,937
Attica, IN
475,447
1,730,232
12,165
1,742,397
2,217,844
49,157
Boswell, IN
78,218
1,268,380
2,364
1,270,744
1,348,962
46,296
DeMotte, IN
421,240
1,318,829
1,740,069
55,762
Evansville, IN
140,334
810,428
950,762
42,324
432,264
3,657,559
270,809
435,978
3,924,654
4,360,632
115,116
Kentland, IN
60,638
1,336,242
1,396,880
42,622
Merrillville, IN
202,967
1,406,373
1,609,340
46,198
Switz City, IN
78,568
1,355,225
1,357,589
1,436,157
49,416
Lansing, KS
626,782
2,546,877
3,173,659
116,657
Goddard, KS
590,138
3,000,737
90,458
3,091,194
3,681,332
105,245
Kansas City, KS
175,008
624,234
84,823
709,057
884,065
24,107
Lawrence, KS
1,205,052
1,279,300
2,484,352
60,735
Topeka, KS
1,434,423
419,468
1,034,134
7,812
1,041,945
1,461,413
31,765
Edmonton, KY
298,674
2,629,815
2,928,489
114,999
Brandenburg, KY
729,975
1,751,191
2,481,166
90,681
Coldiron, KY
318,829
1,298,446
1,301,455
1,620,284
41,896
356,816
1,154,276
11,555
1,165,830
1,522,646
32,465
Morganfield, KY
85,769
1,298,550
1,384,319
52,172
1,198,858
3,163,251
4,362,109
144,894
1,007,428
2,228,224
3,235,652
Gretna, LA
636,981
3,081,276
3,718,257
135,545
Plain Dealing, LA
120,709
1,234,522
1,241,822
1,362,531
53,792
Bogalusa, LA
2,009,203
2,772,165
4,781,368
121,282
Campti, LA
146,784
1,068,283
1,215,067
47,605
Center Point, LA
9,988
991,058
1,001,046
44,837
261,591
1,084,538
21,212
1,105,750
1,367,341
33,349
F-58
Erwinville, LA
146,236
575,669
25,582
601,251
747,487
23,913
Lafayette/Scott, LA
350,159
1,102,175
1,103,294
1,453,453
36,194
Livingston, LA
362,592
952,241
973,453
1,336,045
29,279
Minden, LA
126,902
969,983
8,750
978,733
1,105,635
42,825
Montegut, LA
479,549
913,248
934,460
1,414,009
28,297
Morganza, LA
213,888
1,108,087
1,109,206
1,323,094
33,443
New Iberia, LA
314,985
1,072,523
1,073,642
1,388,627
32,892
St. Martinville, LA
415,223
1,056,403
1,057,522
1,472,745
34,578
Danvers, MA
6,043,876
6,538
6,050,413
Leominster, MA
1,975,829
5,144,054
11,300
5,155,354
7,131,183
210,905
Saugus, MA
3,927,594
1,374,841
13,021
1,387,862
5,315,456
49,477
Worcester, MA
7,944,877
(105)
7,944,772
Boonsboro, MD
689,063
1,248,800
1,937,863
54,635
Cumberland, MD
485,641
1,377,264
1,862,905
60,255
Germantown, MD
4,341,903
1,717,868
6,059,771
82,224
599,602
1,224,097
1,823,699
53,517
Joppa, MD
1,911,100
2,626,946
4,538,046
137,442
Lonaconing, MD
440,782
1,388,381
1,829,163
60,742
Rockville, MD
4,685,563
1,554,020
6,239,583
74,373
Westover, MD
167,135
1,304,045
1,471,180
62,395
Glen Burnie, MD
1,090,535
3,726
1,094,261
1,709,572
Timonium, MD
5,253,016
9,838,428
15,091,444
476,200
Van Buren, ME
82,988
1,175,321
1,600
1,176,921
1,259,909
68,434
DeWitt, MI
440,264
1,732,240
13,521
1,745,761
2,186,025
75,817
Whitmore Lake, MI
2,197,350
Lenox, MI
107,860
1,244,579
1,352,439
57,000
St. Helen, MI
70,353
1,396,479
1,466,832
64,005
Boyne City, MI
486,215
3,184,228
5,600
3,189,828
3,676,043
113,937
Brimley, MI
62,229
820,252
882,481
39,021
Clawson, MI
860,422
1,382,251
2,242,673
47,859
Davisburg, MI
120,838
1,515,277
287
1,515,564
1,636,402
53,685
East China, MI
59,309
1,577,989
159
1,578,148
1,637,457
56,741
Grandville, MI
706,193
7,506,131
24,174
7,530,305
8,236,498
235,875
3,938,089
4,173,417
11,644
3,941,803
4,181,346
8,123,149
108,855
101,381
1,355,174
1,357,378
1,458,759
49,803
Kingsford Heights, MI
201,983
1,408,945
1,409,232
1,611,215
51,268
508,462
1,373,650
59,658
1,433,308
1,941,770
49,179
908,568
793,444
837,738
1,746,306
37,381
335,839
1,255,710
28,726
1,284,435
1,620,274
35,273
Marquette, MI
209,677
2,188,590
7,600
2,196,190
2,405,867
66,501
Midland, MI
71,784
1,569,727
1,570,014
1,641,798
56,682
Montrose, MI
97,689
1,934,430
158,790
2,093,220
2,190,909
69,485
2,090,447
18,266,009
83,999
18,350,008
20,440,455
733,185
Otter Lake, MI
154,390
1,405,532
1,405,692
1,560,082
51,443
Sault Ste Marie, MI
239,906
1,007,077
1,246,983
48,499
Sebewaing, MI
60,259
1,452,542
1,512,801
73,486
2,527,449
3,983,896
2,531,164
3,991,826
6,522,990
103,920
Weidman, MI
67,968
1,400,386
7,317
1,407,703
1,475,671
44,634
Wyoming, MI
3,194,618
4,816,878
3,198,332
4,824,808
8,023,140
125,612
Eagan, MN
1,297,596
2,033,325
3,330,921
88,898
Maple Grove, MN
760,163
9,863,462
54,822
9,918,284
10,678,447
290,860
Mora, MN
19,524
1,272,308
1,274,513
1,294,037
46,025
Winona, MN
1,562,225
6,867,512
6,877,029
8,439,254
257,536
Farmington, MO
314,078
2,423,544
2,737,622
110,978
Excelsior Springs, MO
78,699
1,265,762
1,266,881
1,345,580
40,729
Freeburg, MO
72,490
1,213,203
1,215,567
1,288,057
45,176
Helena, MO
67,324
1,237,062
1,238,181
1,305,505
39,690
Jefferson City, MO
1,195,039
3,759,032
12,818
3,771,850
4,966,889
140,074
441,710
2,041,893
27,157
2,069,049
2,510,759
76,738
108,268
1,980,280
2,088,548
60,820
Lake Lafayette, MO
106,627
1,178,416
1,179,535
1,286,162
38,148
Lincoln, MO
138,746
1,413,644
5,214
1,418,858
1,557,604
57,254
1,001,257
5,420,536
5,420,550
6,421,807
203,187
Clarksdale, MS
111,726
1,299,141
1,410,867
62,160
De Kalb, MS
111,394
981,026
8,650
989,676
1,101,070
42,796
Tupelo, MS
443,321
3,834,665
4,277,986
167,766
Ashland, MS
38,697
1,427,252
1,465,949
71,945
Baldwyn, MS
29,404
908,970
938,374
57,886
Belzoni, MS
67,668
1,137,472
1,205,140
70,828
Cleveland, MS
5,635,242
181,971
Dora, MS
77,349
1,277,800
1,355,149
40,807
Edinburg - Carthage, MS
114,642
1,291,451
1,406,093
52,500
F-59
Ellisville, MS
313,192
1,053,746
1,074,958
1,388,150
32,267
Greenville, MS
193,378
1,282,104
1,294,269
1,487,647
39,062
Richland, MS
851,944
8,905,221
943
8,906,164
9,758,108
287,567
Sardis, MS
362,033
816,187
1,178,220
38,809
Silver Creek, MS
307,453
1,045,870
1,067,083
1,374,536
32,092
212,377
1,962,757
2,175,134
63,352
Aulander, NC
195,098
984,103
1,179,201
47,064
1,605,366
2,566,208
4,171,574
133,155
2,718,172
2,763,915
5,482,087
132,347
874,423
1,550,116
2,424,539
73,804
243,002
2,160,494
2,403,496
103,433
Kings Mountain, NC
509,102
2,258,512
2,767,614
112,623
Roxboro, NC
256,768
1,218,469
1,475,237
58,294
Southern Pines, NC
805,577
1,231,351
2,036,928
53,872
Angier, NC
672,850
1,349,207
2,022,057
47,641
Asheboro, NC
1,562,706
17,355,572
18,918,278
771,481
Castalia, NC
139,549
1,366,925
1,506,474
47,696
1,289,337
15,972,978
17,262,315
716,340
Flat Rock, NC
150,439
846,253
996,692
30,247
North Wilkesboro, NC
148,134
1,013,906
3,383
1,017,289
1,165,423
571,426
3,687,049
38,221
3,725,270
4,296,696
138,533
1,159,344
2,580,515
2,296
2,582,811
3,742,155
99,074
Tabor City, NC
20,939
1,495,256
9,665
1,504,921
1,525,860
47,606
Wilkesboro, NC
509,859
2,478,770
2,988,629
144,556
Windsor, NC
175,633
1,346,774
1,522,407
53,353
Winton - Salem, NC
1,772,410
6,666,783
8,439,193
310,031
West Fargo, ND
722,425
776,925
776,924
1,499,349
33,919
Lincoln, NE
2,350,709
11,189,814
13,540,523
489,555
Chappell, NE
228,961
1,027,400
7,470
1,034,870
1,263,831
31,216
Juniata, NE
90,602
1,127,483
1,134,953
1,225,555
34,409
Pleasantville, NJ
872,737
4,130,042
5,002,779
183,646
Wrightstown, NJ
5,051,058
Deptford, NJ
4,637,926
10,426,984
15,064,910
463,621
Galloway, NJ
258,312
1,774,767
1,775,886
2,034,198
51,240
Mullica Hill, NJ
648,435
1,265,179
1,266,298
1,914,733
36,871
Newfield, NJ
278,914
1,624,710
1,625,829
1,904,743
46,563
Toms River, NJ
1,785,123
835,695
15,740
851,436
2,636,559
23,858
833,473
Wayne, NJ
3,162,613
3,288,907
6,400
3,295,307
6,457,920
145,565
Turnersville, NJ
1,795,330
2,978,086
406,651
1,796,052
3,384,014
5,180,066
96,888
835,775
1,151,399
1,987,174
52,725
Las Cruces, NM
598,909
4,180,398
4,200
4,184,598
4,783,507
188,224
Tse Bonito, NM
126,882
1,633,674
11,889
1,645,562
1,772,444
53,211
South Corning, NY
120,453
1,623,218
600
1,623,818
1,744,271
75,737
393,418
2,018,314
2,411,732
88,011
Bergen, NY
92,953
916,917
1,009,870
49,038
Buffalo, NY
927,338
403,208
403,223
1,330,561
15,038
91,579
1,470,852
1,562,431
75,523
Canastota, NY
108,348
1,371,590
1,372,709
1,481,057
40,400
41,281
915,575
915,590
956,871
34,251
Frankfort, NY
317,533
1,167,754
1,168,873
1,486,406
34,938
Friendship, NY
97,367
1,295,401
1,392,768
45,083
Hastings, NY
68,941
1,285,557
1,286,676
1,355,617
38,304
527,708
1,268,846
1,796,554
56,606
695,815
2,164,666
2,860,481
95,999
Newport, NY
108,474
1,359,693
1,468,167
40,077
North Rose, NY
86,206
1,320,796
1,321,915
1,408,121
41,552
Red Creek, NY
39,875
1,347,504
1,348,623
1,388,498
39,913
Riverhead, NY
538,226
1,569,184
2,107,410
68,616
455,606
1,080,523
1,536,129
62,944
182,135
1,927,563
2,109,698
108,550
Sennett, NY
2,400,380
6,427,546
8,827,926
193,165
Star Lake, NY
195,082
1,238,915
1,240,034
1,435,116
37,051
West Henrietta, NY
436,838
1,631,322
2,068,160
92,564
West Seneca, NY
614,219
17,967,840
18,582,059
769,580
Yonkers, NY
3,911,416
4,262,152
(8,258)
4,253,894
8,165,310
146,257
Holland, OH
86,884
4,996,831
5,083,715
221,320
McArthur, OH
210,094
1,836,031
7,017
1,843,048
2,053,142
80,435
Strongsville, OH
412,105
6,461,470
6,873,575
309,299
Zanesville, OH
336,258
1,136,178
1,472,436
49,666
Apple Creek, OH
335,713
1,081,077
1,082,196
1,417,909
32,686
Austinburg, OH
105,423
1,141,236
1,246,659
45,580
Bellefontaine, OH
1,348,236
F-60
1,070,525
270,651
270,666
1,341,191
10,067
2,559,388
8,602,145
28,112
2,563,103
8,626,542
11,189,645
272,417
1,176,215
2,934,082
17,430
1,179,930
2,947,798
4,127,728
76,704
69,163
1,516,980
1,517,147
1,586,310
54,889
431,934
1,507,682
208,851
1,716,534
2,148,468
49,913
Grovepoint, OH
3,851,484
Heppner, OH
135,937
1,433,459
1,433,618
1,569,555
51,281
Louisville, OH
208,868
1,182,011
1,183,130
1,391,998
35,274
New Philadelphia, OH
176,310
1,170,154
1,171,273
1,347,583
38,252
1,791,441
2,654,170
4,445,611
78,230
Otway, OH
351,675
1,147,001
1,498,676
41,793
Port Washington, OH
419,686
879,455
880,573
1,300,259
28,928
Republic, OH
141,246
1,497,976
1,498,136
1,639,382
53,383
Rock Creek, OH
126,770
1,505,669
151
1,505,820
1,632,590
54,324
Shelby, OH
92,254
1,101,734
1,193,988
46,462
Sinking Spring, OH
49,881
1,278,876
10,135
1,289,010
1,338,891
45,202
216,253
1,352,319
306,855
1,659,174
1,875,427
60,140
Thornville, OH
110,395
1,314,956
9,809
1,324,765
1,435,160
60,561
Tiffin, OH
119,687
1,501,037
25,600
1,526,637
1,646,324
77,234
119,897
1,403,558
1,523,455
43,031
Valley City, OH
128,015
1,486,157
1,486,316
1,614,331
53,905
234,595
1,177,014
1,178,133
1,412,728
35,253
1,828,658
2,152,285
3,980,943
103,130
901,884
7,979,738
8,881,622
348,955
98,335
1,291,170
1,389,505
52,711
Langley, OK
30,156
1,646,990
1,677,146
80,539
Maud, OK
1,281,551
1,284,561
1,487,528
42,005
Pauls Valley, OK
245,017
1,360,881
47,048
1,407,928
1,652,945
47,865
Talihina, OK
70,366
1,610,311
1,680,677
81,261
1,402,904
2,835,532
18,053
2,853,584
4,256,488
100,270
Wagoner, OK
332,347
1,912,388
2,244,735
118,656
Warner, OK
243,393
1,248,350
1,251,359
1,494,752
44,586
Pilot Rock, OR
158,987
1,405,393
1,405,679
1,564,666
51,241
522,007
1,371,132
24,473
1,395,605
1,917,612
56,046
Breezewood, PA
193,091
1,408,906
1,601,997
67,420
Dover, PA
2,754,584
2,385,674
377
2,386,051
5,140,635
104,170
Latrobe, PA
255,918
2,193,454
2,449,372
105,008
McConnellsburg, PA
581,054
2,956,295
3,537,349
141,565
550,226
3,327,228
9,615
3,336,843
3,887,069
150,218
Pine Grove, PA
1,079,176
3,194,973
4,274,149
153,002
Red Lion, PA
1,018,707
3,289,563
4,308,270
157,534
1,365,945
3,258,839
1,369,660
3,272,555
4,642,215
85,161
Bath, PA
1,719,426
663,133
2,382,559
32,655
Bethel Park, PA
681,235
8,979,837
9,661,072
388,014
Easton, PA
540,714
2,112,447
2,653,161
89,067
Brookville, PA
311,983
1,431,919
1,743,902
61,527
Burnham, PA
694,983
2,879,011
2,891,176
3,586,159
80,016
Chambersburg, PA
99,647
1,405,127
1,406,245
1,505,892
41,313
348,328
12,833,619
13,181,947
579,035
Fogelsville, PA
1,611,621
2,617,623
4,229,244
111,993
Glassport, PA
130,234
2,810,530
2,940,764
116,006
Lancaster, PA
1,541,745
(695)
1,541,050
(8)
5,553,054
2,222,786
(1,380)
2,221,406
7,774,460
74,308
Meadville, PA
867,819
2,147,667
3,015,486
76,535
Pen Argyl, PA
504,828
705,552
1,210,380
29,884
567,111
1,534,029
14,317
570,826
1,544,632
2,115,458
44,435
885,493
478,181
889,207
488,783
1,377,990
16,687
145,180
1,858,387
2,003,567
75,800
Wyomissing, PA
2,302,182
6,811,158
9,113,340
306,816
Cheraw, SC
82,917
1,425,081
1,507,998
68,194
Conway, SC
487,563
1,301,332
1,788,895
56,933
461,522
3,143,208
67,442
3,210,651
3,672,173
144,251
Hardeeville, SC
338,184
993,814
1,331,998
43,479
York, SC
779,888
11,701,659
12,481,547
511,944
Blackville, SC
88,814
1,342,142
1,430,956
56,652
Bowman, SC
150,034
1,324,966
1,330,816
1,480,850
56,433
Green Sea, SC
30,158
1,540,522
12,663
1,553,185
1,583,343
48,663
1,472,814
8,002,345
(22,944)
7,979,401
9,452,215
378,533
Johnston, SC
207,425
1,305,786
1,513,211
52,366
Lake View, SC
19,682
1,486,376
7,010
1,493,386
1,513,068
46,742
239,276
1,688,550
20,484
1,709,034
1,948,310
61,482
1,153,766
10,959,443
12,113,209
394,460
Spartansburg, SC
227,760
1,695,984
94,609
1,790,593
2,018,353
52,838
F-61
Reliance, SD
240,024
1,130,606
7,996
1,138,602
1,378,626
54,450
383,715
2,561,679
2,945,394
117,200
Red Boiling Springs, TN
156,751
1,010,884
1,167,635
48,347
1,354,350
1,329,642
27,531
1,357,173
2,711,523
63,698
Waverly, TN
150,519
2,865,694
3,016,213
125,374
Camden, TN
100,415
920,173
1,800
921,973
1,022,388
53,187
Morrison, TN
1,354,709
1,416,986
47,740
Abilene, TX
2,776,008
1,460,146
4,236,154
72,827
1,233,238
2,142,229
3,375,467
103,106
1,974,780
3,140,537
5,115,317
158,276
1,537,608
3,897,778
5,435,386
170,462
Hallettsville, TX
1,698,504
2,489,154
4,187,658
119,181
775,334
1,537,915
2,313,249
73,601
Atascocita, TX
265,212
3,238,853
3,504,065
103,945
852,215
4,184,162
5,036,377
187,652
252,810
1,793,672
1,793,687
2,046,497
866,155
3,558,993
3,571,158
4,437,313
1,436,571
16,209,074
4,017
16,213,091
17,649,662
643,949
Brownsville, TX
474,602
686,668
1,161,270
19,415
Daisetta, TX
264,096
1,251,335
16,609
1,267,943
1,532,039
41,372
2,702,569
2,780,002
11,231
2,791,232
5,493,801
104,271
1,603,859
7,908,697
10,236
7,918,934
9,522,793
301,264
Ennis, TX
117,760
1,294,827
1,412,587
47,455
Hempstead, TX
517,067
1,138,654
17,045
1,155,699
1,672,766
35,305
Killeen, TX
1,057,720
3,009,308
428,502
3,437,810
4,495,530
130,423
League City, TX
233,323
1,056,145
1,056,160
1,289,483
39,523
Livingston, TX
291,190
1,955,276
2,246,466
138,979
Sachse, TX
1,486,211
3,133,939
124
3,134,063
4,620,274
107,998
1,844,251
1,600,804
6,038
1,606,842
3,451,093
59,920
456,278
4,092,103
4,548,381
153,454
8,225,612
Whitehouse, TX
249,151
2,378,143
2,506
2,380,649
2,629,800
94,812
West Jordan, UT
4,852,556
5,290,602
820
5,291,421
10,143,977
170,842
Abington, VA
120,721
1,269,056
1,389,777
60,718
Danville, VA
1,487,674
2,911,596
4,399,270
127,382
Dinwiddie, VA
285,046
3,478,289
11,150
3,489,439
3,774,485
152,640
Farnham, VA
117,517
1,356,942
1,474,459
64,930
619,961
1,100,715
7,161
1,107,876
1,727,837
48,193
703,119
7,162
710,280
Pulaski, VA
100,420
1,518,702
1,619,122
72,665
Stuart, VA
797,955
2,698,524
3,496,479
129,214
Suffolk, VA
265,887
3,462,367
3,728,254
151,478
Warrenton, VA
3,395,581
2,914,723
6,310,304
127,519
Amissville, VA
3,431,638
593,963
16,654
610,616
4,042,254
16,550
Blackstone, VA
89,165
960,237
13,893
974,130
1,063,295
33,333
Clintwood, VA
113,165
1,129,975
1,243,140
46,601
Drakes Branch, VA
289,986
857,204
1,147,190
39,318
Elkton, VA
77,727
918,853
996,580
31,733
Front Royal, VA
521,787
955,502
1,477,289
32,921
Harrisonburg, VA
268,145
901,845
1,169,990
31,100
Portsmouth, VA
245,186
945,199
946,999
1,192,185
50,401
Richlands, VA
168,804
1,139,417
1,308,221
50,223
Roanoke, VA
1,674,947
3,365,215
1,678,661
3,378,931
5,057,592
87,931
Timberville, VA
246,509
1,088,525
1,335,034
37,635
Bradford, VT
428,378
3,997,371
4,425,749
135,062
Manchester, VT
455,477
2,064,534
2,520,011
89,263
Longview, WA
782,602
2,480,990
9,050
2,490,040
3,272,642
113,876
Springdale, WA
147,170
1,641,471
1,788,641
51,131
Yakima, WA
883,736
2,466,259
3,349,995
101,709
Janesville, WI
796,925
1,191,970
9,791
803,521
1,195,165
1,998,686
39,951
340,803
1,904,812
2,245,615
83,254
Cumberland, WI
270,296
1,144,054
1,414,350
54,802
Winter, WI
170,499
1,270,767
1,441,266
60,770
Kimberly, WI
1,312,245
2,811,473
(19,305)
1,319,003
2,785,410
4,104,413
75,068
976,214
4,312,547
5,288,761
179,617
988,153
New Lisbon, WI
76,725
1,227,288
1,228,407
1,305,132
36,493
Plover, WI
67,127
1,770,000
1,781,889
1,849,016
West Bend, WI
286,709
1,696,761
1,983,470
90,039
Whitewater, WI
822,920
3,021,878
826,634
3,046,276
3,872,910
103,674
144,019
858,224
36,642
894,866
1,038,885
47,051
Morgantown, WV
563,100
1,952,862
2,515,962
89,272
Ranson, WV
800,605
F-62
Westover, WV
2,902,457
3,819,875
6,722,332
167,119
Williamstown, WV
328,040
1,293,550
1,621,590
56,537
Barboursville, WV
703,425
3,654,262
29,238
3,683,500
4,386,925
131,913
2,162,116
81,892
2,188,023
55,985
2,244,008
292
816,836
862,215
1,187,338
2,049,553
51,908
Weirton, WV
295,802
1,389,355
19,140
1,408,496
1,704,298
39,945
Casper, WY
860,483
986,975
986,990
1,847,473
Eagle River, AK
1,496,010
1,038,294
2,534,304
14,933
Atmore, AL
71,526
841,253
912,779
19,022
653,431
564,626
1,218,057
12,386
Cherokee, AL
74,238
1,375,131
1,449,369
33,954
Creola, AL
558,482
1,985,719
2,544,201
34,430
Florence, AL
156,040
1,168,090
1,324,130
29,196
Fort Mitchell, AL
70,408
1,506,853
1,577,261
5,713
Glencoe, AL
199,230
1,252,206
1,451,436
10,080
720,048
575,608
1,295,656
18,233
Prattville, AL
585,717
136,254
721,971
2,301,743
Tuscumbia, AL
244,809
1,944,563
2,189,372
45,961
Dover, AR
117,697
1,356,901
1,474,598
33,071
Rogers, AR
1,801,475
5,718,794
7,520,269
53,591
104,246
2,277,293
2,381,539
27,753
Kingman, AZ
546,717
3,279,531
3,826,248
49,054
Show Low, AZ
288,314
1,668,984
1,957,298
30,992
379,684
893,425
1,273,109
2,953
Fontana, CA
1,337,717
1,012,730
2,350,447
20,121
Murrieta, CA
1,546,553
1,350,113
2,896,666
30,441
Paradise, CA
386,926
1,049,431
1,436,357
7,942
8,366,775
Vacaville, CA
641,411
1,586,489
2,227,900
29,049
1,009,383
2,952,663
3,962,046
35,121
Delta, CO
816,826
3,802,927
4,619,753
35,608
1,454,956
2,182,762
3,637,718
6,959
Meriden, CT
213,799
1,946,087
2,159,886
27,532
Brooksville, FL
371,478
2,171,428
2,542,906
50,911
Florida City, FL
734,330
781,628
1,515,958
15,761
Fort Lauderdale, FL
1,419,090
1,359,401
2,778,491
21,110
High Springs, FL
571,750
3,362,328
3,934,078
47,434
827,034
1,417,515
2,244,549
20,788
6,666,982
12,592,838
19,259,820
185,906
Jonesville, FL
1,993,989
2,233,481
4,227,470
32,361
907,575
1,637,075
2,544,650
13,020
149,091
959,309
1,108,400
20,985
Lake Park, FL
1,123,321
1,336,168
2,459,489
Land O'Lakes, FL
1,544,181
1,290,714
2,834,895
27,979
Live Oak, FL
1,994,802
3,028,612
5,023,414
28,349
610,067
1,674,205
2,284,272
23,998
1,011,142
1,401,019
2,412,161
54,409
Palm Harbor, FL
2,435,739
8,235,223
10,670,962
10,090
1,328,041
14,823,857
16,151,898
168,071
616,285
965,620
1,581,905
22,549
Port St. Joe, FL
1,678,568
2,246,346
3,924,914
17,943
St. Augustine, FL
1,015,143
567,058
1,582,201
11,919
Tarpon Springs, FL
1,490,471
3,155,387
4,645,858
71,585
1,491,079
2,326,845
3,817,924
45,990
149,753
1,245,539
1,395,292
19,294
Chatsworth, GA
1,153,708
4,535,359
5,689,067
14,172
Commerce, GA
727,292
2,034,999
2,762,291
66,204
Douglas, GA
166,295
6,583,588
6,749,883
160,442
177,643
2,347,052
2,524,695
8,790
556,078
4,410,887
4,966,965
97,167
Fort Gaines, GA
29,308
1,600,808
1,630,116
5,962
Glennville, GA
200,641
1,381,501
1,582,142
33,580
LaGrange, GA
192,840
1,476,001
1,668,841
22,689
211,020
1,277,849
1,488,869
20,000
405,255
1,152,039
1,557,294
19,316
1,184,610
1,181,635
2,366,245
6,548
Lumpkin, GA
39,403
1,438,663
1,478,066
5,473
797,482
1,231,217
2,028,699
25,128
301,806
1,202,858
1,504,664
26,315
381,482
2,646,073
3,027,555
22,210
Reidsville, GA
120,421
1,321,925
1,442,346
20,325
F-63
Riceboro, GA
86,062
1,309,280
1,395,342
20,050
379,158
541,671
920,829
12,338
Sharpsburg, GA
538,166
1,483,569
2,021,735
29,260
Thomaston, GA
110,892
1,343,781
1,454,673
20,662
Thomasville, GA
229,300
1,210,294
1,439,594
18,727
Vidalia, GA
283,117
2,002,472
2,285,589
29,295
Warner Robins, GA
1,599,751
1,518,417
3,118,168
1,582
Fairfield, IA
433,650
1,861,993
2,295,643
42,292
Iowa City, IA
497,431
928,323
1,425,754
Lime Springs, IA
69,547
1,523,213
1,592,760
1,772
Washington, IA
320,353
1,254,387
1,574,740
41,560
505,175
1,045,666
1,550,841
22,727
Bridgeview, IL
1,665,640
247,591
968,124
1,215,715
19,071
501,240
1,100,889
1,602,129
25,290
486,636
1,539,051
16,314
771,442
1,503,279
2,274,721
4,961
1,673,732
Creve Coeur, IL
210,394
1,591,118
1,801,512
1,869
2,610,458
611,482
2,905,566
3,517,048
22,208
Lisle, IL
640,978
1,148,863
1,789,841
26,604
Lockport, IL
2,824,591
2,946,768
Orland Park, IL
3,843,576
12,469,586
16,313,162
107,200
Riverside, IL
1,133,763
794,728
1,928,491
6,528
Rochelle, IL
427,051
1,099,148
1,526,199
21,884
Woodridge, IL
2,846,291
799,371
1,361,043
2,160,414
15,213
Brookston, IN
77,375
1,217,616
1,294,991
30,451
769,226
1,602,780
2,372,006
12,470
465,241
1,685,402
2,150,643
40,830
1,419,024
678,671
2,097,695
909,561
Knox, IN
261,831
1,042,120
1,303,951
22,616
133,015
1,286,615
1,419,630
10,176
Muncie, IN
293,266
2,258,466
2,551,732
52,854
Valparaiso, IN
3,372,667
4,043,020
7,415,687
37,859
Vincennes, IN
612,871
6,569,716
7,182,587
109,948
Emporia, KS
176,561
1,382,256
1,558,817
43,632
122,695
926,287
1,048,982
24,686
62,320
12,050,193
12,112,513
20,153
114,625
(9,123,955)
(9,009,330)
33,498
108,807
2,289,291
2,398,098
39,192
234,462
4,204,694
4,439,156
72,359
Hutchinson, KS
407,556
4,716,475
5,124,031
142,086
897,693
9,394,357
10,292,050
72,758
Olathe, KS
5,056,272
16,769,196
21,825,468
331,866
1,664,774
6,889,116
8,553,890
62,407
Salina, KS
936,164
4,758,269
5,694,433
6,213
421,521
6,354,013
6,775,534
125,742
2,524,753
2,469,364
4,994,117
23,106
Irvington, KY
152,562
1,064,042
1,216,604
1,306
549,357
1,033,316
1,582,673
1,236
Madisonville, KY
85,619
1,253,974
1,339,593
1,490
Princeton, KY
168,644
1,202,504
1,371,148
1,457
Richmond, KY
226,350
1,729,049
1,955,399
47,664
Shelbyville, KY
1,622,962
4,714,584
6,337,546
14,732
Basile, LA
136,575
1,282,322
1,418,897
31,817
240,880
743,644
984,524
12,839
Crowley, LA
1,058,442
3,005,302
4,063,744
28,131
591,985
1,223,694
1,815,679
13,992
305,882
1,344,712
1,650,594
19,796
1,738,223
6,843,220
8,581,443
106,502
565,276
1,445,880
2,011,156
22,222
Metairie, LA
4,284,004
7,310,189
11,594,193
61,604
Opelousas, LA
2,183,038
2,933,100
5,116,138
9,165
Ponchatoula, LA
719,750
959,034
1,678,784
Zachary, LA
3,998,332
2,589,899
6,588,231
24,236
Centerville, MA
1,927,046
2,830,876
4,757,922
39,732
Framingham, MA
11,790,877
13,167,251
24,958,128
103,413
3,958,684
Lexington Park, MD
2,058,580
2,796,986
4,855,566
32,817
F-64
Silver Springs, MD
7,519,250
4,312,715
11,831,965
5,386
Westbrook, ME
510,631
1,300,481
1,811,112
1,467
257,967
930,126
1,188,093
25,424
164,067
1,124,956
1,289,023
1,326
Commerce Township, MI
677,204
2,146,040
2,823,244
17,420
Escanaba, MI
910,022
1,977,597
2,887,619
45,057
Gaylord, MI
155,528
1,244,487
1,400,015
28,244
Gladwin, MI
80,254
1,663,490
1,743,744
13,556
1,789,008
6,428,846
8,217,854
60,248
530,631
885,312
1,415,943
13,304
138,007
1,501,849
1,639,856
25,836
187,241
506,925
694,166
7,791
Muskegon, MI
374,687
3,254,233
3,628,920
2,750
Royal Oak, MI
944,796
855,063
1,799,859
13,895
3,316,620
23,293,901
26,610,521
262,259
1,365,345
3,007,861
4,373,206
67,223
Baxter, MN
446,629
8,424,170
8,870,799
146,170
Coon Rapids, MN
2,268,163
3,381,734
5,649,897
32,209
894,229
4,057,578
4,951,807
57,131
2,167,767
3,428,543
5,596,310
32,646
Maplewood, MN
1,228,008
1,999,873
3,372,396
5,372,269
32,126
Willmar, MN
879,088
3,298,249
4,177,337
51,663
563,842
3,466,631
4,030,473
30,573
Woodbury, MN
2,761,790
3,570,604
6,332,394
33,995
Aurora, MO
1,522,425
5,995,297
7,517,722
56,183
Gladstone, MO
2,593,334
18,004,544
20,597,878
356,291
568,949
5,535,918
6,104,867
942,416
1,848,833
2,791,249
15,760
Mansfield, MO
118,819
1,223,028
1,341,847
30,230
2,274,742
(2,256,157)
53,818
38,540
3,140,073
3,178,613
3,271
924,702
1,939,919
2,864,621
24,857
Unionville, MO
69,653
1,213,776
1,283,429
30,448
Wentzville, MO
670,822
4,857,142
5,527,964
34,146
Booneville, MS
253,319
1,286,243
1,539,562
10,775
245,529
1,339,545
1,585,074
11,116
Ecru, MS
518,873
1,189,128
1,708,001
9,945
388,057
661,883
1,049,940
13,683
1,685,118
3,619,152
5,304,270
33,886
137,504
1,212,925
1,350,429
10,150
532,562
3,029,916
3,562,478
62,259
Sledge, MS
212,071
1,208,619
1,420,690
12,985
Thyatira, MS
141,335
1,324,465
12,765
Burlington, NC
1,426,614
2,241,537
3,668,151
17,053
712,025
820,195
1,532,220
17,060
3,176,091
2,229,215
5,405,306
30,961
2,577,766
2,289,630
4,867,396
32,323
1,597,777
1,840,583
3,438,360
25,703
1,365,528
2,144,775
3,510,303
29,855
1,848,911
1,335,958
3,184,869
18,653
1,604,085
1,598,677
3,202,762
15,745
1,249,515
1,891,157
3,140,672
18,514
1,052,922
852,414
1,905,336
8,403
666,753
4,597,681
5,264,434
5,143
Clemmons, NC
1,889,699
9,638,522
11,528,221
12,432
3,259,088
3,327,835
6,586,923
31,154
Granite Falls, NC
561,420
1,388,647
1,950,067
11,112
Lexington, NC
160,671
1,289,244
1,449,915
19,923
Matthews, NC
962,409
1,924,570
2,886,979
26,769
Mount Airy, NC
119,892
1,306,260
1,426,152
20,142
Peachland, NC
138,576
1,319,115
1,457,691
Pine Hall, NC
76,013
1,216,748
1,292,761
18,738
195,852
1,117,316
1,313,168
18,131
366,289
1,203,067
1,569,356
18,821
1,430,555
2,249,392
3,679,947
33,178
485,409
2,700,424
3,185,833
38,022
Fremont, NE
431,520
1,320,260
1,751,780
4,917
Tilton, NH
183,534
3,832,627
4,016,161
4,496
Absecon, NJ
1,374,061
1,631,228
3,005,289
27,159
Sicklerville, NJ
1,692,765
3,850,142
3,082,035
6,932,177
32,122
El Prado, NM
2,480,000
3,100,561
5,580,561
23,096
F-65
105,489
815,749
921,238
12,616
100,313
720,599
820,912
5,254
Depew, NY
721,883
831,547
1,553,430
16,868
Gates, NY
532,363
665,024
1,197,387
2,293
1,691,131
4,396,424
6,087,555
41,172
Johnson City, NY
174,807
2,072,196
2,247,003
49,733
9,439,030
N Syracuse, NY
380,662
2,604,672
2,985,334
56,556
Stamford, NY
124,923
3,368,082
3,493,005
65,261
Bucyrus, OH
195,999
5,077,644
5,273,643
100,481
541,262
3,571,710
4,112,972
70,676
1,034,113
1,940,797
2,974,910
27,519
769,622
1,426,246
2,195,868
20,513
Hillsboro, OH
996,059
2,785,718
3,781,777
8,705
1,140,068
3,248,907
4,388,975
87,138
508,542
1,534,969
2,043,511
11,999
Monroe, OH
245,925
1,496,706
1,742,631
11,828
Sharonville, OH
1,453,858
4,179,350
5,633,208
4,910
606,513
2,602,791
3,209,304
22,048
Wakeman, OH
91,669
1,215,754
1,307,423
24,001
Allen, OK
62,626
1,225,838
1,288,464
1,632
Blackwell, OK
93,533
1,019,298
1,112,831
1,359
2,100,860
5,418,091
7,518,951
50,772
1,130,176
1,924,571
3,356,356
5,280,927
25,340
Oklahoma, OK
2,037,061
3,712,975
5,750,036
38,341
Owasso, OK
384,877
1,339,624
1,724,501
19,323
195,652
1,561,153
1,756,805
18,632
Purcell, OK
382,358
1,513,311
1,895,669
17,954
Yukon, OK
518,955
5,023,556
5,542,511
79,151
1,748,925
2,596,167
4,345,092
19,422
Chester Springs, PA
1,585,049
4,074,926
5,659,975
31,634
Forks, PA
1,045,325
1,385,755
2,431,080
10,474
Lebanon, PA
212,037
1,527,874
1,739,911
5,034
Mechanicsburg, PA
4,005,779
4,735,107
8,740,886
79,643
New Castle, PA
727,785
1,855,089
2,582,874
3,249
Palmyra, PA
422,549
1,613,655
2,036,204
5,297
Plymouth Meeting, PA
7,087,849
17,423,078
24,510,927
430,197
Bristol, RI
4,129,728
17,456,072
21,585,800
97,531
North Providence, RI
7,557,758
Barnwell, SC
760,049
6,362,704
7,122,753
104,553
Bennettsville, SC
280,266
1,799,382
2,079,648
26,697
Effingham, SC
57,620
1,360,392
1,418,012
32,879
2,971,923
1,575,674
4,547,597
21,939
Wagener, SC
40,799
1,407,005
1,447,804
5,343
Milbank, SD
96,069
1,603,473
1,699,542
53,733
Redfield, SD
239,453
1,313,238
1,552,691
21,840
Sioux Falls, SD
222,895
1,340,772
1,563,667
19,350
Columbia, TN
1,005,897
3,490,295
4,496,192
12,673
Crump, TN
49,423
1,051,000
1,100,423
1,290
Harriman, TN
538,425
1,183,084
1,721,509
17,579
797,083
1,655,340
2,452,423
24,242
Lexington, TN
69,699
1,034,888
1,104,587
1,267
Mountain City, TN
303,224
1,303,211
1,606,435
22,172
2,510,007
693,564
3,203,571
16,631
Spring Hill, TN
511,449
2,129,701
2,641,150
2,461
Austin, TX
752,403
271,887
1,024,290
3,584
347,353
3,342,203
3,689,556
75,788
149,300
5,282,327
5,431,627
6,105
Buna, TX
206,332
1,267,829
1,474,161
18,797
Crosby, TX
2,392,756
3,893,594
6,286,350
36,458
Eagle Pass, TX
275,989
3,545,249
3,821,238
80,149
1,149,820
2,436,863
3,586,683
3,812
2,089,325
4,926,489
7,015,814
107,764
1,211,812
3,345,728
4,557,540
53,553
1,762,616
5,624,013
7,386,629
123,023
Longview, TX
641,613
2,710,240
3,351,853
53,640
838,994
3,278,938
4,117,932
59,229
Mercedes, TX
721,575
1,359,169
2,080,744
10,374
Normangee, TX
123,404
1,242,768
1,366,172
30,873
Pearsall, TX
168,396
1,047,514
1,215,910
22,497
Richardson, TX
5,317,097
5,142,081
10,459,178
6,796
1,610,028
F-66
Stafford, TX
677,550
729,300
1,406,850
14,802
Temple, TX
1,795,552
4,242,556
6,038,108
13,257
Warren, TX
152,485
1,245,867
1,398,352
31,036
425,025
948,705
1,373,730
15,851
1,764,786
Midlothian, VA
317,313
1,207,183
1,524,496
23,347
260,183
1,718,446
1,978,629
40,837
Stafford, VA
796,500
2,175,477
2,971,977
23,540
674,340
796,624
1,470,964
17,412
Tacoma, WA
749,693
1,002,374
1,752,067
5,523
Vancouver, WA
663,929
884,896
1,548,825
18,132
Ashwaubenon, WI
3,545,375
26,018,158
29,563,533
514,918
547,959
7,964,601
8,512,560
186,497
3,209,988
4,908,249
12,193,217
17,101,466
73,893
Sparta, WI
484,147
1,090,863
1,575,010
10,847
708,781
4,431,128
5,139,909
96,928
Pennsboro, WV
1,976,641
722,606
2,699,247
13,159
1,257,822
6,166,075
1,257,820
6,166,061
7,423,881
134,875
Subtotal
32,634,841
2,288,976,437
4,793,822,802
61,246,776
2,282,353,521
4,861,692,489
0
7,144,046,010
433,957,769
Property Under Development
Various
33,232,168
Sub Total
4,827,054,970
4,894,924,657
7,177,278,178
1. Reconciliation of Real Estate Properties
The following table reconciles the Real Estate Properties from January 1, 2021 to December 31, 2023.
Balance at January 1
6,062,209,367
4,605,458,035
3,478,088,144
Construction, acquisition and other costs
1,135,848,799
1,499,979,100
1,172,183,773
Impairment charge
(9,555,945)
(1,165,524)
(2,905,125)
Disposition of real estate
(11,224,043)
(42,062,244)
(41,908,757)
Balance at December 31
2. Reconciliation of Accumulated Depreciation
321,141,833
233,861,792
172,698,378
Current year depreciation expense
115,969,605
88,892,382
67,019,106
(2,425,088)
(150,523)
(986,221)
(728,581)
(1,461,818)
(4,869,471)
3. Tax Basis
The aggregate cost of our real estate assets for federal income tax purposes is approximately $8.28 billion at December 31, 2023.
F-67
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 13, 2024
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/ Linglong He
Linglong He
/s/ Greg Lehmkuhl
Greg Lehmkuhl
/s/ John Rakolta
John Rakolta
/s/ Jerome Rossi
Jerome Rossi