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AGREE REALTY CORP - Annual Report: 2020 (Form 10-K)

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, 2020

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 1-12928

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

    

38-3148187

State or other jurisdiction of incorporation or organization

(I.R.S. Employer Identification No.)

70 E. Long Lake Road, Bloomfield Hills, Michigan

(Address of principal executive offices)

48304

(Zip Code)

(248) 737-4190

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $.0001 par value

ADC

New York Stock Exchange

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. (Check one):

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.

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 $3,538,555,255 as of June 30, 2020, based on the closing price of $65.71 on the New York Stock Exchange on that date.

At February 16, 2021, there were 63,471,483 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 2021 are incorporated by reference into Part III of this Annual Report on Form 10-K as noted herein.

Table of Contents

AGREE REALTY CORPORATION

Index to Form 10-K

Page

PART I

 

Item 1:

Business

2

 

Item 1A:

Risk Factors

9

 

Item 1B:

Unresolved Staff Comments

22

 

Item 2:

Properties

23

 

Item 3:

Legal Proceedings

26

 

Item 4:

Mine Safety Disclosures

26

 

PART II

 

Item 5:

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

27

 

Item 6:

Selected Financial Data

27

 

Item 7:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

 

Item 7A:

Quantitative and Qualitative Disclosure 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

42

 

Item 9A:

Controls and Procedures

43

 

Item 9B:

Other Information

43

 

PART III

 

 

Item 10:

Directors, Executive Officers and Corporate Governance

44

 

Item 11:

Executive Compensation

44

 

Item 12:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

44

 

Item 13:

Certain Relationships and Related Transactions, and Director Independence

44

 

Item 14:

Principal Accountant Fees and Services

44

 

PART IV

 

Item 15:

Exhibits and Financial Statement Schedules

45

 

Consolidated Financial Statements and Notes

F-1

SIGNATURES

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PART I

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 the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. 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 the COVID-19 pandemic. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to:  global and national economic conditions and 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 99.4% interest as of December 31, 2020. Under the partnership agreement 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, 2020, the Company’s portfolio consisted of 1,129 properties located in 46 states and totaling approximately 22.7 million square feet of gross leasable area (“GLA”).

As of December 31, 2020, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.7 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.5% 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, 2020, the Company had 49 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.  We believe that we have operated, and we intend 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 our income that is distributed currently to its stockholders. 

Our principal executive offices are located at 70 E. Long Lake Road, Bloomfield Hills, MI 48304 and our telephone number is (248) 737-4190. We maintain a website at www.agreerealty.com. Our 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. Our website also contains copies of our corporate governance guidelines and code of business conduct and ethics, as well as the charters of our audit, compensation and nominating and governance committees. The information on our website is not part of this report.

Recent Developments

For a discussion of business developments that occurred in 2020, 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 2020, the Company completed approximately $1.34 billion of investments in net leased retail real estate, including acquisition and closing costs. Total investment volume includes the acquisition of 317 properties for an aggregate purchase price of approximately $1.31 billion and the completed development of nine properties for an aggregate cost of approximately $31.1 million. These 326 properties are net leased to 47 different tenants operating in 20 sectors and are located in 40 states. These assets are 100% leased for a weighted average lease term of approximately 11.3 years.

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During 2020, the Company sold 17 properties for net proceeds of $47.7 million.

Leasing

During 2020, excluding properties that were sold, the Company executed new leases, extensions or options on more than 518,000 square feet of GLA throughout its portfolio. The annualized base contractual rent associated with these new leases, extensions or options is approximately $7.6 million.

Dividends

The Company increased its quarterly dividend per share from $0.585 in March 2020 to $0.600 in June 2020 and further increased our quarterly dividend per share to $0.620 in December 2020.

The fourth quarter 2020 dividend per share of $0.62 represents an annualized dividend of $2.48 per share and an annualized dividend yield of approximately 3.7% based on the last reported sales price of our common stock listed on the NYSE of $66.58 on December 31, 2020.  

The Company’s board of directors has authorized a transition to a monthly cash dividend commencing January 2021.

The Company has paid a quarterly cash dividend for 107 consecutive quarters and, although we expect to continue our policy of paying regular dividends, we cannot guarantee that we will maintain our current level of 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.

Rental Payments Update in Light of COVID-19

During 2020, the Company received second, third, and fourth quarter rent payments originally contracted for those quarters from 95%, 98% and 99% of its portfolio, respectively.  During 2020, the Company also entered into deferral agreements representing 2%, 2% and less than 1% of second, third and fourth quarter rents, respectively, net of repayments received.

Financing

Equity

During 2020, the Company completed follow-on public offerings of common stock under its shelf registration statement, issuing a total of 9,041,666 shares.  These offerings generated total net proceeds of $525.0 million.

In March 2020, the Company entered into a new $400.0 million at-the-market (“ATM”) equity program (the “2020 ATM Program”) through which the Company, from time to time, may sell shares of common stock. In addition to selling shares of common stock, the Company has entered into forward sale agreements through the 2020 ATM Program.

During 2020, under the 2020 ATM Program and predecessor ATM programs, the Company issued 8,506,928 shares of common stock, generating net proceeds of $372.0 million, after deducting fees and expenses. Additionally, as of December 31, 2020, the Company had outstanding forward sale agreements under the 2020 ATM Program for 3,129,982 shares of common stock.  The Company is required to settle these forward agreements by various dates between May and December 2021.

After considering the 3,129,982 shares of common stock subject to forward sale agreements and including shares issued under the 2020 ATM Program, the Company had approximately $177.7 million of availability remaining under the 2020 ATM Program as of December 31, 2020.

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Debt

In August 2020, the Operating Partnership completed an underwritten public offering of $350.0 million aggregate principal amount of 2.900% Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership.  Considering the effect of terminated swap agreements related to the 2030 Senior Unsecured Public Notes, the blended all-in rate to the Company for the $350.0 million aggregate principal amount is 3.49%.

Business Strategies

Our primary business objective is to generate consistent stockholder returns by primarily investing in and actively managing a diversified portfolio of retail properties net leased to industry leading tenants. 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 development, Partner Capital Solutions (“PCS”) and acquisitions platforms.

Development: We have been developing retail properties since the formation of our predecessor company in 1971 and our development platform seeks to employ our capabilities to direct all aspects of the development process, including site selection, land acquisition, lease negotiation, due diligence, design and construction. Our developments are typically build-to-suit projects that result in fee simple ownership of the property upon completion.

Partner Capital Solutions: We launched our PCS program in April 2012. Our PCS program allows us to acquire properties or development opportunities by partnering with private developers or retailers on their in-process developments. We offer construction expertise, relationships, access to capital and forward commitments to purchase the properties to facilitate the successful completion of their projects. We typically take fee simple ownership of PCS projects upon their completion.

Acquisitions: Our acquisitions platform was launched in April 2010 in order to expand our investment capabilities by pursuing opportunities that meet both our real estate and return on investment criteria.

We believe that development and PCS projects have the potential to generate superior risk-adjusted returns on investment in properties that are substantially similar to those we acquire.

We focus on four core principles that underlie our investment criteria:

e-commerce resistance, focusing on leading operators in e-commerce resistant sectors or those that have matured in omni-channel structure;
recession resistance, emphasizing a balanced portfolio with exposure to counter-cyclical sectors and retailers with strong credit profiles;
avoidance of private equity sponsorship, minimizing exposure to the possibility of such sponsorship overleveraging their acquisitions and reducing retailers’ abilities to invest in their businesses; and
adherence to strong real estate fundamentals and fungible buildings, protecting against unforeseen changes to our investment philosophies.

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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:

overall market-specific characteristics, such as demographics, market rents, competition and retail synergy;
asset-specific characteristics, such as the age, size, location, zoning, use and environmental history, accessibility, physical condition, signage and visibility of the property;
tenant-specific characteristics, including but not limited to the financial profile, operating history, business plan, size, market positioning, geographic footprint, management team, industry and/or sector-specific trends and other characteristics specific to the tenant and parent thereof;
unit-level operating characteristics, including store sales performance and profitability, if available;
lease-specific terms, including term of the lease, rent to be paid by the tenant and other tenancy considerations; and
transaction considerations, such as purchase price, seller profile and other non-financial terms.

Financing

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 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 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, 2020, the Company’s ratio of total debt to enterprise value, assuming the conversion of limited partnership interests in the Operating Partnership (“Operating Partnership Units”) into shares of common stock, was approximately 23.4%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 30.0%.

As of December 31, 2020, our total debt outstanding before deferred financing costs was $1.23 billion, including $33.4 million of secured mortgage debt that had a weighted average fixed interest rate of 4.21% (including the effects of interest rate swap agreements) and a weighted average maturity of 2.7 years, $1.10 billion of unsecured borrowings that had a weighted average fixed interest rate of 3.87% (including the effects of interest rate swap agreements) and a weighted average maturity of 8.0 years, and $92.0 million of floating rate borrowings under our revolving credit facility at a weighted average interest rate of approximately 1.01%.

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

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renovations or alterations, typically paid for by tenants. Personnel from our corporate headquarters conduct regular inspections of each property and maintain regular contact with major tenants.

We have a management information system designed to provide our management with the operating data necessary to make informed business decisions on a timely basis. This system provides us rapid access to lease data, tenants’ sales history, cash flow budgets and forecasts. Such a system helps us to maximize cash flow from operations and closely monitor corporate expenses.

Competition

The U.S. commercial real estate investment market is a highly competitive industry. We actively compete with many entities engaged in the acquisition, development and operation of commercial properties. As such, we compete with other investors for a limited supply of properties and financing for these properties. Investors include traded and non-traded public REITs, private equity firms, institutional investment funds, insurance companies and private individuals, many of which have greater financial resources than we do and the ability to accept more risk than we believe we can prudently manage. There can be no assurance that we will be able to compete successfully with such entities in our acquisition, development and leasing activities in the future.

Significant Tenants

No tenant accounted for more than 10.0% of our annualized base rent as of December 31, 2020. 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, 2020, 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.

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Human Capital

Team Members and Values

As of December 31, 2020, the Company had 49 full-time team members covering acquisitions, development, legal, asset management, accounting, finance, administrative, and executive functions as compared to 41 full-time team members as of December 31, 2019. The increased headcount is attributable to the Company’s need to support its current and future portfolio growth.  

Our core values are the foundation of our Company culture and include: 

Challenging ourselves to improve every facet of our business.
Exemplifying an ownership mentality in our choices.
Our team members are expected to be consistent and persistent in building the success of our business.
We expect our team members to be disciplined in all aspects of the business.
Team members are expected to think strategically.

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 member goal setting and performance feedback processes include formal quarterly and annual reviews, self and team leader reviews, as well as ongoing one-on-one meetings with team leaders. Professional development plans based on critical competencies are created and monitored to ensure progress is made along established timelines.

Financial and Health Wellness

As part of our compensation philosophy, we offer and maintain market competitive total rewards programs for team members in order to attract and retain superior talent. These programs not only include wages and incentives, but also health, welfare, and retirement benefits.

Our compensation philosophies include:

Total compensation that is both fair and competitive.  The Company seeks fairness in total compensation with reference to external and internal comparisons.
Attract, retain and motivate team members.  Compensation is used to achieve business objectives by attracting, retaining and motivating top talent.
Reward superior individual and Company performance on both a short-term and long-term basis.  Performance-based pay aligns the interests of management with the interests of our stockholders and motivates and rewards individual efforts and company success.
Align executives’ long-term interests with those of our stockholders.  The Company seeks to align these interests by providing a significant portion of executive officer compensation in the form of restricted common stock.

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The structure of our compensation programs balance incentive earnings for both short-term and long-term performance. Specifically, the programs include a base salary, incentive compensation through annual cash bonuses and equity participation, and a retirement plan with Company match.  

The “Agree Wellness Program” affords team members paid time off and holidays, fully equipped on-site fitness amenities, and leaves of absence for specified events.  Insurance coverage 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 the Company team members and their families.

COVID-19

During 2020, we have focused on the safety of our team members in response to the COVID-19 pandemic. To do so we have:

closed our offices for non-essential functions and added remote work flexibility;
increased cleaning protocols;
initiated regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;
implemented screening of any team members and vendors at our offices;
established new physical distancing procedures for team members who need to be on-site;
provided additional personal protective equipment and cleaning supplies;
implemented protocols to address actual and suspected COVID-19 cases and potential exposure;
limited non-essential travel for all team members; and
required masks to be worn by all team members when on-site.

Environmental, Social and Governance (ESG)

Environmental Sustainability

The Company, through its team members, understands that corporate and environmental responsibility is an ongoing endeavor and looks forward to being a steward of the environment and meeting the goals of its tenant partners. We remain committed to using our time, talents, resources and relationships to grow in a manner that makes the world and the environment better for future generations.

The Company’s focus on industry leading, national and super-regional retailers provides for long-term relationships with some of the most environmentally conscientious retailers in the world. This is particularly meaningful because the Company’s portfolio is primarily comprised of properties that are leased to tenants under long-term net leases where the tenant is generally responsible for maintaining the property and implementing environmentally responsible practices. We are proud to know that our tenants have pioneered the use of environmentally-preferable solutions in their business practices in many ways. Additionally, the Company’s award-winning headquarters buildings utilize green technologies including programmable thermostats, Low-E window glass, LEED HVAC systems and LED occupancy-sensored lighting.

Social Company Culture and Team Members

The Agree Wellness Program focuses on physical and financial wellness to enhance employee 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 received numerous local awards recognizing its outstanding corporate culture and wellness initiatives. The Company supports healthy living through enhanced health insurance, 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,

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teamwork and increased collaboration. Our team members are paid commensurate with their qualifications, responsibilities, productivity, quality of work and adherence to our core values.  

The Agree Culture Committee is composed of team members from departments throughout the organization. The Company’s Culture Committee hosts a variety of events that are focused on team building and camaraderie as well as contributing to the communities in which they live.

Governance Fiduciary Duties and Ethics

We believe that nothing is more important than a company’s reputation for integrity and serving as a responsible fiduciary for its stockholders. We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance.  

Our Board has ten directors, eight of whom are independent.  Four new independent directors have been added since 2018.  Independent directors meet regularly, without the presence of officers or team members.  A Lead Independent Director was appointed in 2019.  

The Board has adopted an insider trading policy that applies to all directors, officers and team members.  The Company does not have a stockholder rights plan (“poison pill”) and maintains stock ownership guidelines for directors and named executive officers requiring specified levels of stock ownership.  Time-vested stock grants to officers and team members vest over a five-year period to provide long-term alignment, while performance-based stock grants to named executive officers utilize total shareholder return, with the amount of the grants intended to increase as total returns to stockholders increase, further enhancing alignment.  Our board of directors has established a succession plan for the Chief Executive Officer to cover emergencies and other occurrences.  Finally, the Company annually submits “say-on-pay” advisory votes and has received support in excess of 95% for the past four years.

In addition to annually reviewing and signing an acknowledgment of the Code of Business Conduct and Ethics, all team members adhere to the Company’s “Rules for Victory,” which include a framework that focuses on honesty, accountability, resourcefulness, dedication and passion for their work.

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

The current pandemic of the novel coronavirus, or COVID-19, and the future outbreak of other highly infectious or contagious diseases, could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance.

 

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The COVID-19 pandemic has had, and another pandemic in the future could have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak continues to rapidly evolve and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel.

 

Many states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting quarantines, social distancing requirements, restrictions on travel, “shelter in place” rules, restrictions on the types of businesses that may continue to operate and/or restrictions on the types of construction projects that may continue. Although many of these jurisdictions have lifted some of these restrictions, the Company cannot predict whether and to what extent the restrictions will be reinstated, whether additional states and cities will implement similar restrictions or when restrictions currently in place will expire. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including industries in which the Company and our tenants operate. A number of our tenants have announced temporary closures of their stores and requested rent deferral or rent abatement during this pandemic.

 

In addition, our team members based at our headquarters have been working remotely to varying extents. The effects of restrictions on our operations, including future restrictions and extended periods of remote work arrangements, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:

 

a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action;
the reduced economic activity severely impacts our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;
the reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending;
difficulty accessing debt and equity capital on attractive terms, or at all, impacts to our credit ratings, and a prolonged severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants’ ability to fund their business operations and meet their obligations to us;
the financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our Revolving Credit Facility and other debt agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our Revolving Credit Facility and pay dividends;
any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions;
a continued decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties;
a deterioration in our or our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants’ efficient operations could adversely affect our operations and those of our tenants; and
the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption.

The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores, tenant bankruptcies, tenant lease defaults, and early terminations by our tenants of their leases could reduce our cash flows, which could impact our ability to continue paying dividends to our stockholders at expected levels or at all.

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The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance. Moreover, many risk factors set forth herein and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 could be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.

Economic and financial conditions may have a negative effect on our business and operations.

Changes in global or national economic conditions, such as a market downturn or a disruption in the capital markets, may cause, among other things, a significant tightening in the credit markets, lower levels of liquidity, increases in the rate of default and bankruptcy and lower consumer spending and business spending, which could adversely affect our business and operations. Potential consequences of changes in economic and financial conditions include:

changes in the performance of our tenants, which may result in lower rent and lower recoverable expenses that the tenant can afford to pay and tenant defaults under the leases;
current or potential tenants may delay or postpone entering into long-term net leases with us;
the ability to borrow on terms and conditions that we find acceptable may be limited or unavailable, which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from acquisition and development activities, reduce our ability to make cash distributions to our stockholders and increase our future interest expense;
our ability to access the capital markets may be restricted at a time when we would like, or need, to access those markets, which could have an impact on our flexibility to react to changing economic and business conditions;
the recognition of impairment charges on or reduced values of our properties, which may adversely affect our results of operations or limit our ability to dispose of assets at attractive prices and may reduce the availability of buyer financing; and
one or more lenders under our revolving credit facility could fail and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all.

We are also limited in our ability to reduce costs to offset the results of a prolonged or severe economic downturn given certain fixed costs and commitments associated with our operations, which could materially impact our results of operations and/or financial condition.

Our business is significantly dependent on single tenant properties.

We focus our development and investment activities on ownership of real properties that are primarily net leased to a single tenant. Therefore, the financial failure of, or other default in payment by, a single tenant under its lease and the potential resulting vacancy is likely to cause a significant reduction in our operating cash flows from that property and a significant reduction in the value of the property and could cause a significant impairment loss. In addition, we would be responsible for all of the operating costs of a property following a vacancy at a single tenant building. Because our properties have generally been built to suit a particular tenant’s specific needs and desires, we may also incur significant losses to make the leased premises ready for another tenant and experience difficulty or a significant delay in releasing such property.

Bankruptcy laws will limit our remedies if a tenant becomes bankrupt and rejects its leases.

If a tenant becomes bankrupt or insolvent, that could diminish the income we receive from that tenant’s leases. We may not be able to evict a tenant solely because of its bankruptcy. On the other hand, a bankruptcy court might authorize the tenant to terminate its leasehold with us. If that happens, our claim against the bankrupt tenant for unpaid future rent would be an unsecured claim subject to statutory limitations, and therefore any amounts received in bankruptcy are likely to be substantially less valuable than the remaining rent we otherwise were owed under the leases. In addition, any payment on a claim we have for unpaid past rent could be substantially less than the amount owed.

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Our portfolio is concentrated in certain states, which makes us more susceptible to adverse events in these areas.

Our properties are located in 46 states throughout the United States and in particular, the state of Texas (where 85 properties out of 1,129 properties are located, or 7.7% of our annualized base rent was derived as of December 31, 2020), Michigan (72 properties, or 6.8% of our annualized base rent) and North Carolina (66 properties, or 5.7% of our annualized base 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, 2020, 9.8%, 8.3% and 8.1% of our annualized contractual base rent and interest was derived from tenants operating in, the home improvement, grocery store and tire and auto service sectors, respectively.  Similarly, we have concentrations in other sectors such as general merchandise, off-price retail and convenience stores.  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.

We own certain of our properties subject to ground leases that expose us to the loss of such properties upon breach or termination of the ground leases and may limit our ability to sell these properties.

We own a limited number of properties through leasehold interests in the land underlying the buildings and we may acquire additional properties in the future that are subject to similar ground leases. As lessee under a ground lease, we are exposed to the possibility of losing our interest in the property upon termination, or an earlier breach by us, of the ground lease, which may have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common stock. Our ground leases contain certain provisions that may limit our ability to sell certain of our properties. In order to assign or transfer our rights and obligations under certain of our ground leases, we generally must obtain the consent of the landlord which, in turn, could adversely impact the price realized from any such sale.

Loss of revenues from tenants would reduce the Company’s cash flow.

Our tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability to pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse impact on our tenant’s ongoing viability. The default, financial distress, bankruptcy or liquidation of one or more of our tenants could cause substantial vacancies in our property portfolio or impact our tenants’ ability to pay rent.

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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 employees 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 may be subject to payment in full of the dividends on any preferred shares and payment of interest on any debt securities we may offer.

If we do not maintain or increase the dividend on our common stock, it could have an adverse effect on the market price of our shares.

We face risks relating to information technology and cybersecurity attacks, loss of confidential information and other business disruptions.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes and we rely on commercially available systems, software, tools and monitoring to provide infrastructure and security for processing, transmitting and storing information. Any failure, inadequacy or interruption could materially harm our business. Furthermore, our business is subject to risks from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents could cause operational interruption, damage to our business relationships, private data exposure (including personally identifiable information, or proprietary and confidential information, of ours and our team members, as well as third parties) and affect the efficiency of our business operations. Any such incidents could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information and reduce the benefits of our technologies.

A loss of key management personnel could adversely affect our performance.

As an internally managed company, we are dependent on the efforts and performance of our key management. We cannot guarantee we will retain any of our senior leadership team and they could be difficult to replace. The loss of their services until suitable replacements are found could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry personnel, all of which could materially and adversely affect us.

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General Real Estate Risk

Our performance and value are subject to general economic conditions and risks associated with our real estate assets.

There are risks associated with owning and leasing real estate. Although many of our leases contain terms that obligate the tenants to bear substantially all of the costs of operating our properties, investing in real estate involves a number of risks. Income from and the value of our properties may be adversely affected by:

changes in general or local economic conditions;
the attractiveness of our properties to potential tenants;
changes in supply of or demand for similar or competing properties in an area;
bankruptcies, financial difficulties or lease defaults by our tenants;
changes in operating costs and expense and our ability to control rents;
our ability to lease properties at favorable rental rates;
our ability to sell a property when we desire to do so at a favorable price;
unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions; and
changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in the ADA and similar regulations and tax, real estate, environmental and zoning laws, and our potential liability thereunder.

Economic and financial market conditions have and may continue to exacerbate many of the foregoing risks. If a tenant fails to perform on its lease covenants, that would not excuse us from meeting any mortgage debt obligation secured by the property and could require us to fund reserves in favor of our mortgage lenders, thereby reducing funds available for payment of cash dividends on our shares of common stock.

The fact that real estate investments are relatively illiquid may reduce economic returns to investors.

We may desire to sell a property in the future because of changes in market conditions or poor tenant performance or to avail ourselves of other opportunities. We may also be required to sell a property in the future to meet secured debt obligations or to avoid a secured debt loan default. Real estate properties cannot generally be sold quickly, and we cannot assure you that we could always obtain a favorable price. We may be required to invest in the restoration or modification of a property before we can sell it. This lack of liquidity may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flows and our ability to pay dividends on our common stock.

Our ability to renew leases or re-lease space on favorable terms as leases expire significantly affects our business.

We are subject to the risks that, upon expiration of leases for space located in our properties, the premises may not be re-let or the terms of re-letting (including the cost of concessions to tenants) may be less favorable than current lease terms. If a tenant does not renew its lease or if a tenant defaults on its lease obligations, there is no assurance we could obtain a substitute tenant on acceptable terms. If we cannot obtain another tenant with comparable building structural space and configuration needs, we may be required to modify the property for a different use, which may involve a significant capital expenditure and a delay in re-leasing the property. Further, if we are unable to re-let promptly all or a substantial portion of our retail space or if the rental rates upon such re-letting were significantly lower than expected rates, our net income and ability to make expected distributions to stockholders would be adversely affected. There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases.

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Our leases contain certain limitations on tenants’ real estate tax, insurance and operating cost reimbursement obligations.

Our tenants under net leases generally are responsible for paying the real estate taxes, insurance costs and operating costs associated with the leased property. However, certain leases contain limitations on the tenant’s cost reimbursement obligations and, therefore, there are costs which may be incurred and which will not be reimbursed in full by tenants. This could reduce our operating cash flows from those properties and could reduce the value of those properties.

Potential liability for environmental contamination could result in substantial costs.

Under federal, state and local environmental laws, we may be required to investigate and clean up any release of hazardous or toxic substances or petroleum products at our properties, regardless of our knowledge or actual responsibility, simply because of our current or past ownership or operation of the real estate. If unidentified environmental problems arise, we may have to make substantial payments, which could adversely affect our cash flow and our ability to make distributions to our stockholders. This potential liability results from the following:

as owner, we may have to pay for property damage and for investigation and clean-up costs incurred in connection with the contamination;
the law may impose clean-up responsibility and liability regardless of whether the owner or operator knew of or caused the contamination;
even if more than one person is responsible for the contamination, each person who shares legal liability under environmental laws may be held responsible for all of the clean-up costs; and
governmental entities and third parties may sue the owner or operator of a contaminated site for damages and costs.

These costs could be substantial and in extreme cases could exceed the value of the contaminated property. The presence of hazardous substances or petroleum products or the failure to properly remediate contamination may adversely affect our ability to borrow against, sell or lease an affected property. In addition, some environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.

We own and may in the future acquire properties that will be operated as convenience stores with gas station facilities. The operation of convenience stores with gas station facilities at our properties will create additional environmental concerns. Similarly, we may lease properties to users or producers of other hazardous materials.  We require that the tenants who operate these facilities do so in material compliance with current laws and regulations.

A majority of our leases require our tenants to comply with environmental laws and to indemnify us against environmental liability arising from the operation of the properties. However, we could be subject to strict liability under environmental laws because we own the properties. There are certain losses, including losses from environmental liabilities, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so.  There is also a risk that tenants may not satisfy their environmental compliance and indemnification obligations under the leases. Any of these events could substantially increase our cost of operations, require us to fund environmental indemnities in favor of our secured lenders and reduce our ability to service our secured debt and pay dividends to stockholders and any debt security interest payments. Environmental problems at any properties could also put us in default under loans secured by those properties, as well as loans secured by unaffected properties.

Uninsured losses relating to real property may adversely affect our returns.

Our leases generally require tenants to carry comprehensive liability and extended coverage insurance on our properties. However, there are certain losses, including losses from environmental liabilities, terrorist acts or catastrophic acts of nature, that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so. If there is an uninsured loss or a loss in excess of insurance limits, we could lose both the revenues generated by the affected property and the capital we have invested in the property. In the event of a substantial unreimbursed loss, we would remain obligated to repay any mortgage indebtedness or other obligations related to the property.

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Risks Related to Our Debt Financings

Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs and may not be able to obtain additional financing on acceptable terms.

At December 31, 2020, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Units into shares of common stock) was approximately 23.4%. Incurring substantial debt may adversely affect our business and operating results by:

requiring us to use a substantial portion of our cash flow to pay interest and principal, which reduces the amount available for distributions, acquisitions and capital expenditures;
making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions;
requiring us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limiting our ability to borrow for operations, working capital or to finance acquisitions in the future; or
limiting our flexibility in conducting our business, including our ability to finance or refinance our assets, contribute assets to joint ventures or sell assets as needed, which may place us at a disadvantage compared to competitors with less debt or debt with less restrictive terms.

In addition, the use of leverage presents an additional element of risk in the event that (1) the cash flow from lease payments on our properties is insufficient to meet debt obligations, (2) we are unable to refinance our debt obligations as necessary or on as favorable terms, (3) there is an increase in interest rates, (4) we default on our financial obligations or (5) debt service requirements increase. If a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the property could be foreclosed upon with a consequential loss of income and asset value to us.

We generally intend to maintain a ratio of total indebtedness (including construction or acquisition financing) to total market capitalization of 65% or less. Nevertheless, we may operate with debt levels which are in excess of 65% of total market capitalization for extended periods of time. If our debt capitalization policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our operating cash flow and our ability to make expected distributions to stockholders, and could result in an increased risk of default on our obligations.

Covenants in our credit agreements and note purchase agreements could limit our flexibility and adversely affect our financial condition.

The terms of the financing agreements and other indebtedness require us to comply with a number of customary financial and other covenants. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations. Our financing agreements contain certain cross-default provisions which could be triggered in the event that we default on our other indebtedness. These cross-default provisions may require us to repay or restructure the revolving credit facility in addition to any mortgage or other debt that is in default. If our properties were foreclosed upon, or if we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flows and our financial condition would be adversely affected.

Our unsecured revolving credit facility, certain term loan agreements and certain note purchase agreements contain various restrictive corporate covenants, including a maximum total leverage ratio, a maximum secured leverage ratio and a minimum fixed charge coverage ratio. In addition, our unsecured revolving credit facility, certain term loan agreements and certain note purchase agreements have unencumbered pool covenants, which include a maximum unencumbered leverage ratio and a minimum unencumbered interest coverage ratio. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. Furthermore, failure to meet certain of these financial covenants could cause an event of default under and/or accelerate some or all of such indebtedness which could have a material adverse effect on us.

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An increase in market interest rates could raise our interest costs on existing and future debt or adversely affect our stock price, and a decrease in interest rates may lead to additional competition for the acquisition of real estate or adversely affect our results of operations.

Our interest costs for any new debt and our current debt obligations may rise if interest rates increase. This increased cost could make the financing of any new acquisition more expensive as well as lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in interest rates could decrease the access third parties have to credit, thereby decreasing the amount they are willing to pay to lease our assets and limit our ability to reposition our portfolio promptly in response to changes in economic or other conditions. An increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which could adversely affect the market price of our common stock. Decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations may be adversely affected.

Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on your investment.

We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that a court could rule that such agreements are not legally enforceable, and that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our obligations. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the REIT income tests. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses that may reduce the overall return on your investment.

The London Inter-Bank Offered Rate (“LIBOR”) is being phased-out as a reference rate for debt and hedging agreements and may require us to transition LIBOR-based contracts to an alternative reference rate.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative rate for USD LIBOR in derivatives and other financial contracts.  The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets.  Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR.  If that were to occur, our interest payments could change.  In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.

The Company has contracts that are indexed to LIBOR, including its revolving credit facility and interest rate swap agreements, and is monitoring and evaluating the related risks, which include interest paid on loans and amounts received and paid on derivative instruments.  These risks arise in connection with transitioning contracts to an alternative rate, including any resulting value transfer that may occur.  The value of loans, securities or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued.  

If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact on our contracts is likely to vary by contract. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected.

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While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could occur if, for example, sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.  Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial products and changes in market practices, may lead to risk modeling and valuation challenges, such as adjusting interest rate accrual calculations and building a term structure for an alternative rate.  The introduction of an alternative rate also may create additional basis risk and increased volatility as alternative rates are phased in and utilized in parallel with LIBOR.  Adjustments to systems and mathematical models to properly process and account for alternative rates will be required, which may strain the model risk management and information technology functions and result in substantial incremental costs for the Company.

Risks Related to Our Corporate Structure

Our charter, bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.

Our charter contains 9.8% ownership limits. Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and contains provisions that limit any person to actual or constructive ownership of no more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of our common stock and no more than 9.8% (in value) of the aggregate of the outstanding shares of all classes and series of our stock. Our board of directors, in its sole discretion, may exempt, subject to the satisfaction of certain conditions, any person from the ownership limits. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limits may delay or impede, and we may use the ownership limits deliberately to delay or impede, a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

We have a staggered board. Our directors are divided into three classes serving three-year staggered terms. The staggering of our board of directors may discourage offers for the Company or make an acquisition more difficult, even when an acquisition may be viewed to be in the best interest of our stockholders.

We could issue stock without stockholder approval. Our board of directors could, without stockholder approval, issue authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors could, without stockholder approval, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares. Our board of directors could establish a series of stock that could, depending on the terms of such series, delay, defer or prevent a transaction or change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders.

Provisions of Maryland law may limit the ability of a third party to acquire control of our company. Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares, including:

“Business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter would require the recommendation of our board of directors and impose special appraisal rights and special stockholder voting requirements on these combinations; and

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“Control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

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.

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.

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:

We would not be allowed a deduction for dividends paid to stockholders in computing our taxable income and would be subject to federal income tax at regular corporate rates.
We may be subject to increased state and local taxes.
Unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for four taxable years following the year in which we failed to qualify.

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), 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 will 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. It is highly likely that technical corrections legislation will 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 the near future. In addition, while certain elements of tax reform legislation do not impact us directly as a REIT, they could impact the geographic markets in which we operate, the tenants that populate our properties and the customers who frequent our properties in ways, both positive and negative, that are difficult to anticipate. Other legislative proposals could be enacted in the future that could affect REITs and their stockholders. Prospective investors are urged to

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consult their tax advisors regarding the effect of H.R. 1 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 does not constitute qualifying income 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.

Item 1B:       Unresolved Staff Comments

There are no unresolved staff comments.

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Item 2:          Properties

As of December 31, 2020, our portfolio consisted of 1,129 properties located in 46 states and totaling approximately 22.7 million square feet of GLA.

As of December 31, 2020, our portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.7 years. A significant majority of our properties are leased to national tenants and approximately 67.5% of our annualized base rent was derived from tenants, or parents thereof, with an investment grade credit rating. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. In addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level.

Tenant Diversification

The following table presents annualized base rents for all tenants that generated 1.5% or greater of our total annualized base rent as of December 31, 2020:

($ in thousands)

    

    

    

 

Annualized

% of Ann.

 

Tenant / Concept

    

Base Rent (1)

    

Base Rent

 

Walmart

$

21,089

 

7.3

%

Dollar General

 

12,545

 

4.4

%

Tractor Supply

 

12,457

 

4.3

%

Best Buy

 

10,493

 

3.7

%

TJX Companies

 

10,450

 

3.6

%

Sherwin-Williams

 

10,077

 

3.5

%

O'Reilly Auto Parts

 

9,411

 

3.3

%

Hobby Lobby

 

7,631

 

2.7

%

TBC Corporation

 

6,948

 

2.4

%

Lowe's

 

6,901

 

2.4

%

Home Depot

 

6,841

 

2.4

%

Walgreens

 

6,594

 

2.3

%

Burlington

 

6,526

 

2.3

%

CVS

 

6,421

 

2.2

%

Dollar Tree

 

6,216

 

2.2

%

Kroger

 

5,919

 

2.1

%

Wawa

 

5,536

 

1.9

%

AutoZone

 

5,268

 

1.8

%

LA Fitness

 

5,091

 

1.8

%

Sunbelt Rentals

4,992

1.7

%

Other(2)

 

120,028

 

41.7

%

Total

$

287,434

 

100.0

%

(1)Represents annualized contractual base rent on a straight-line basis as of December 31, 2020.
(2)Includes tenants generating less than 1.5% of annualized contractual base rent.

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Tenant Sector Diversification

The following table presents annualized base rents for all sectors as of December 31, 2020:

($ in thousands)

    

    

    

 

Annualized

% of Ann.

 

Tenant Sector

    

Base Rent (1)

    

Base Rent

 

Home Improvement

$

28,208

9.8

%

Grocery Stores

 

23,794

8.3

%

Tire and Auto Service

 

23,257

8.1

%

General Merchandise

 

20,958

7.3

%

Convenience Stores

 

19,904

6.9

%

Off-Price Retail

 

19,188

6.7

%

Auto Parts

 

17,882

6.2

%

Dollar Stores

 

17,552

6.1

%

Pharmacy

 

13,835

4.8

%

Farm and Rural Supply

 

13,408

4.7

%

Consumer Electronics

 

12,051

4.2

%

Crafts and Novelties

 

9,835

3.4

%

Health and Fitness

 

7,077

2.5

%

Home Furnishings

 

5,485

1.9

%

Restaurants - Quick Service

 

5,363

1.9

%

Equipment Rental

5,318

1.9

%

Health Services

5,271

1.8

%

Warehouse Clubs

4,988

1.7

%

Specialty Retail

4,862

1.7

%

Dealerships

4,820

1.7

%

Discount Stores

4,565

1.6

%

Theaters

3,854

1.3

%

Entertainment Retail

3,117

1.1

%

Pet Supplies

2,597

0.9

%

Restaurants - Casual Dining

2,314

0.8

%

Sporting Goods

2,020

0.7

%

Financial Services

2,001

0.7

%

Apparel

1,260

0.4

%

Shoes

1,019

0.4

%

Beauty and Cosmetics

878

0.3

%

Office Supplies

659

0.2

%

Miscellaneous

 

94

%

Total

$

287,434

 

100.0

%

(1)Represents annualized contractual base rent on a straight-line basis as of December 31, 2020.

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Geographic Diversification

The following table presents annualized base rents, by state, for our portfolio as of December 31, 2020:

($ in thousands)

    

    

 

Annualized

% of Ann.

 

Tenant Sector

    

Base Rent (1)

    

Base Rent

 

Texas

$

22,207

 

7.7

%

Michigan

 

19,447

 

6.8

%

North Carolina

 

16,296

 

5.7

%

Ohio

 

16,231

 

5.6

%

Florida

 

15,457

 

5.4

%

Illinois

 

14,521

 

5.1

%

Pennsylvania

 

12,053

 

4.2

%

New Jersey

 

11,145

 

3.9

%

Georgia

 

10,717

 

3.7

%

California

 

10,577

 

3.7

%

New York

 

9,437

 

3.3

%

Wisconsin

 

9,283

 

3.2

%

Virginia

8,397

2.9

%

Missouri

8,177

2.8

%

Mississippi

7,404

2.6

%

Louisiana

 

7,304

 

2.5

%

Other(2)

 

88,781

 

30.9

%

Total

$

287,434

 

100.0

%

(1)Represents annualized contractual base rent on a straight-line basis as of December 31, 2020.
(2)Includes states generating less than 2.5% of annualized contractual base rent.

Lease Expirations

The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2020, assuming that no tenants exercise renewal options:

($ and GLA in thousands)

 

Annualized Base Rent (1)

Gross Leasable Area

 

Number of

% of

% of

 

Year

    

Leases

    

Dollars

    

Total

    

Square Feet

    

Total

 

2021

 

16

$

2,594

 

0.9

%  

163

 

0.7

%

2022

 

19

 

3,726

 

1.3

%  

344

 

1.5

%

2023

 

42

 

8,236

 

2.9

%  

942

 

4.2

%

2024

 

41

 

14,195

 

4.9

%  

1,623

 

7.2

%

2025

 

64

 

15,410

 

5.4

%  

1,509

 

6.7

%

2026

 

82

 

16,280

 

5.7

%  

1,589

 

7.0

%

2027

 

81

 

17,989

 

6.3

%  

1,375

 

6.1

%

2028

 

84

 

20,566

 

7.2

%  

1,797

 

8.0

%

2029

 

110

 

32,814

 

11.4

%  

2,913

 

12.9

%

2030

 

185

 

33,624

 

11.7

%  

2,661

 

11.8

%

Thereafter

 

492

 

122,000

 

42.3

%  

7,647

 

33.9

%

Total

 

1,216

$

287,434

 

100

%  

22,563

 

100.0

%

(1)Represents annualized contractual base rent on a straight-line basis as of December 31, 2020.

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Developments

In the fourth quarter of 2020, the Company completed three previously announced development and PCS projects, including the Company’s second development project with Harbor Freight Tools in Weslaco, Texas and its first development projects with O’Reilly Auto Parts and Tire Discounters in Mayflower, Arkansas and Westerville, Ohio, respectively.  

During the fourth quarter of 2020, the Company commenced two new development and PCS projects, with total anticipated costs of approximately $6.2 million. The projects consist of the Company’s third development with Burlington in Texarkana, Texas, and the Company’s second development with Gerber Collision in Buford, Georgia.

Construction continued during the fourth quarter on the Company’s first development project with Grocery Outlet in Port Angeles, Washington, which is expected to be completed in the second quarter of 2021.

During the year ended December 31, 2020, the Company had 12 development or PCS projects completed or under construction. Anticipated total costs for those projects are approximately $43.2 million and include the following completed or commenced projects:

    

    

    

    

Actual or

    

Lease

Anticipated Rent

 

Tenant

Location

Lease Structure

Term

Commencement

Status

ALDI

Frankfort, KY

Build-to-Suit

10 years

Q4 2019

Complete

Harbor Freight Tools

Frankfort, KY

Build-to-Suit

10 years

Q4 2019

Complete

Big Lots

Frankfort, KY

Build-to-Suit

10 years

Q1 2020

Complete

Tractor Supply

Hart, MI

Build-to-Suit

10 years

Q1 2020

Complete

Sunbelt Rentals

Converse, TX

Build-to-Suit

10 years

Q1 2020

Complete

Family Dollar

Grayling, MI

Build-to-Suit

7 Years

Q2 2020

Complete

TJ Maxx

Harlingen, TX

Build-to-Suit

10 years

Q3 2020

Complete

Burlington

Columbus, OH

Build-to-Suit

10 years

Q3 2020

Complete

Tractor Supply

Columbus, OH

Build-to-Suit

10 years

Q3 2020

Complete

Harbor Freight Tools

Weslaco, TX

Build-to-Suit

15 Years

Q4 2020

Complete

O'Reilly Auto Parts

Mayflower, AR

Build-to-Suit

10 years

Q4 2020

Complete

Tire Discounters

Westerville, OH

Build-to-Suit

15 Years

Q4 2020

Complete

Grocery Outlet

Port Angeles, WA

Build-to-Suit

15 years

Q2 2021

Under Construction

Burlington

Texarkana, TX

Build-to-Suit

11 years

Q2 2021

Under Construction

Gerber Collision

Buford, GA

Build-to-Suit

15 years

Q2 2021

Under Construction

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.

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PART II

Item 5:        Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the NYSE under the symbol “ADC.” At February 16, 2021, there were 63,471,483 shares of our common stock issued and outstanding which were held by approximately 125 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 16, 2021 there were 347,619 outstanding Operating Partnership Units held by a limited partner other than our Company. The Operating Partnership Units are exchangeable into shares of common stock on a one-for-one basis.

Common stock repurchases during the three months ended December 31, 2020 were:

    

    

    

Total Number of

Maximum Number

    

    

    

Shares Purchased

    

of Shares that May

as Part of Publicly

Yet Be Purchased

Total Number of

Average Price Paid

Announced Plans

Under the Plans

Period

Shares Purchased

Per Share

or Programs

or Programs

October 1, 2020 - October 31, 2020

$

November 1, 2020 - November 30, 2020

December 1, 2020 - December 31, 2020

61

64.80

61

$

64.80

During the three months ended December 31, 2020, the Company withheld 61 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.

There were no unregistered sales of equity securities during the three months ended December 31, 2020.

We intend to continue to declare regular dividends, having transitioned from a quarterly dividend to a monthly dividend beginning in 2021. However, our distributions are determined by our board of directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors as the board of directors deems relevant. We have historically paid cash dividends, although we may choose to pay a portion in stock dividends in the future. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income prior to net capital gains to our stockholders, as well as meet certain other requirements. We must pay these distributions in the taxable year the income is recognized; or in the following taxable year if they are declared during the last three months of the taxable year, payable to stockholders of record on a specified date during such period and paid during January of the following year. Such distributions are treated for REIT tax purposes as paid by us and received by our stockholders on December 31 of the year in which they are declared. In addition, at our election, a distribution for a taxable year may be declared in the following taxable year if it is declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment after such declaration. These distributions qualify as dividends paid for the 90% REIT distribution test for the previous year and are taxable to holders of our capital stock in the year in which paid.

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:        Selected Financial Data

Not applicable.

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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, 2019 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, 2019 and December 31, 2018.

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 99.4% interest as of December 31, 2020.  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, 2020, the Company’s portfolio consisted of 1,129 properties located in 46 states and totaling approximately 22.7 million square feet of GLA.

As of December 31, 2020, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.7 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.5% 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 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 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 its 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.

COVID-19

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it is impacting our tenants and business partners. We are unable to predict the impact that the COVID-19 pandemic will ultimately have on our financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak continues to rapidly evolve and, many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Many states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting quarantines, restrictions on travel, “shelter in place” rules, restrictions on the types of businesses that may continue to operate, and/or restrictions on the types of construction projects that may continue. Although many of these jurisdictions have lifted some of these restrictions, we cannot predict whether and to what extent the restrictions will be reinstated, whether additional states and cities will implement similar restrictions or when restrictions currently in place will expire. As a result, the COVID-19 pandemic is impacting almost every industry directly or indirectly, including industries in which we and our tenants operate. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets and consumer spending as well as other unanticipated consequences of the COVID-19 pandemic, remain unknown.

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In addition, we cannot predict the impact that COVID-19 will have on our tenants and other business partners; however, any material effect on these parties could adversely impact us.  The Company received second, third and fourth quarter rent payments from approximately 95%, 98% and 99% of its portfolio, respectively. In addition, as is believed to be the case with all retail landlords, the Company received numerous short-term rent relief requests, most often in the form of rent deferral requests. To date, the Company has entered into lease modifications that deferred 2%, 2% and less than 1% of rent originally contracted for the second, third and fourth quarters of 2020, respectively.   These rent deferral percentages are net of any repayments that have since occurred. Not all tenant requests have resulted or will ultimately result in modification agreements, nor is the Company forgoing its contractual rights under its lease agreements.  Collections, rent relief requests, and rent concessions to date may not be indicative of collections, requests, or concessions in any future period.

Refer to Note 2 – Summary of Significant Accounting Policies – Rent Concessions – COVID-19 to the consolidated financial statements within this Annual Report on Form 10-K regarding the Company’s accounting policies for rent concessions.  Pursuant to the Company’s accounting elections, rental revenue continued to be recognized for tenants subject to deferral agreements, as long as such agreements did not result in a substantial increase in the Company’s rights as the lessor.  As a result, rent deferrals did not have a material impact on revenues for the year ended December 31, 2020.

The impact of the COVID-19 pandemic on our rental revenue for future periods cannot be determined at present. The situation surrounding the COVID-19 pandemic remains fluid, and we continue to actively manage our response in collaboration with tenants, government officials and business partners and assess potential impacts to our financial position and operating results, as well as potential adverse developments in our business. For further information regarding the impact of COVID-19 on the Company, see Part I, Item 1A, “Risk Factors.”

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

The preparation of our financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires us to make estimates and assumptions that are subjective in nature and, as a result, our actual results could differ materially from our estimates. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment, often about the effect of matters that are inherently uncertain and that may change in subsequent periods, including those relating to the policies 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 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. 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 making estimates of fair values, the Company may use a number of 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. 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

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residual values, or our ability or expectation to re-lease or sell properties that are vacant or become vacant. 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, with the carrying cost of the individual asset. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and an impairment charge is recorded in the amount by which the carrying value of the asset exceeds its estimated fair value.  

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. 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 involves significant judgment.

The COVID-19 pandemic has resulted in a number of our tenants temporarily closing their stores and/or requesting rent relief. The extent to which the COVID-19 pandemic continues to impact our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. As a result of the pandemic, an even greater level of uncertainty with respect to the judgment required to determine expected cash flows and fair values of properties for purposes of identifying or measuring impairment has arisen.  

Results of Operations

Overall

The Company’s real estate investment portfolio grew from approximately $2.22 billion in gross investment amount representing 821 properties with 14.6 million square feet of gross leasable space as of December 31, 2019 to approximately $3.30 billion in gross investment amount representing 1,129 properties with 22.7 million square feet of gross leasable space at December 31, 2020. The Company’s real estate investments were made throughout the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2020 on acquisitions that were made during 2019. Similarly, the full rental income impact of acquisitions made during 2020 will not be recognized until 2021.

Acquisitions

During the year ended December 31, 2020, the Company acquired 317 retail net lease assets for approximately $1.31 billion, which includes acquisition and closing costs. These properties are located in 39 states and are leased to 45 different tenants operating in 20 diverse retail sectors for a weighted average lease term of approximately 11.3 years. The underwritten weighted average capitalization rate on the Company’s 2020 acquisitions was approximately 6.4%.1

Dispositions

During the year ended December 31, 2020, the Company sold 17 properties for net proceeds of $47.7 million and recorded a net gain of $8.0 million.  During the year ended December 31, 2019, the Company sold 16 properties for net proceeds of $65.5 million and recorded a net gain of $13.3 million.  The weighted average capitalization rate on the Company’s 2020 dispositions was approximately 7.1%.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.

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Development and Partner Capital Solutions

During the year ended December 31, 2020, the Company completed nine developments or PCS projects.  During the year ended December 31, 2019, the Company completed eight developments or PCS projects.  At December 31, 2020 the Company had three such projects under construction.

Comparison of Year Ended December 31, 2020 to Year Ended December 31, 2019

Year Ended

Variance

    

December 31, 2020

    

December 31, 2019

    

(in dollars)

    

(percentage)

Rental Income

$

248,309

$

187,279

$

61,030

33

%

Real Estate Tax Expense

$

21,428

$

15,520

$

5,908

38

%

Property Operating Expense

$

9,023

$

6,749

$

2,274

34

%

Depreciation and Amortization Expense

$

66,758

$

45,703

$

21,055

46

%

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, 2020 compared to the year ended December 31, 2019, as further described under Results of Operations - Overall above.

General and administrative expenses increased $5.2 million, or 34%, to $20.8 million for the year ended December 31, 2020, compared to $15.6 million for the year ended December 31, 2019.  The increase was primarily the result of increased employee headcount, which resulted in increased compensation costs, certain new executive employment agreements entered into in 2020 and increased professional costs.  General and administrative expenses as a percentage of total revenue remained consistent at 8.3% in the years ended December 31, 2020 and 2019.

Provision for impairment increased to $4.1 million for the year ended December 31, 2020, compared to $1.6 million for the year ended December 31, 2019. Provisions for impairment reflect the amount by which current book value exceeds estimated fair value and are not necessarily comparable period-to-period.

Interest expense increased $7.0 million, or 21%, to $40.1 million for the year ended December 31, 2020, compared to $33.1 million for the year ended December 31, 2019.  The increase in interest expense was primarily a result of higher levels of borrowings in 2020 in comparison to 2019, partially offset by a reduction in interest rates on certain debt. Borrowings increased in order to finance the acquisition and development of additional properties.  Acquisition activity increased in 2020 in comparison to the prior period.

Gain on sale of assets decreased to $8.0 million for the year ended December 31, 2020, compared to $13.3 million for the year ended December 31, 2019.  Gains on sales of assets are dependent on the levels of disposition activity and the assets’ basis relative to their sales prices.  As a result, such gains are not necessarily comparable period-to-period.

Income tax expense increased $0.6 million, or 102%, to $1.1 million for the year ended December 31, 2020, compared to $0.5 million for the year ended December 31, 2019. Income tax expense increased due to the acquisition and the ownership of additional properties during the year ended December 31, 2020 compared to the year ended December 31, 2019. Additionally, income tax expense in 2019 was offset by a one-time credit of $0.5 million to reflect a reduction in the Company’s deferred tax liability of one of its taxable REIT subsidiaries.

Net income increased $11.2 million, or 14%, to $92.0 million for the year ended December 31, 2020, compared to $80.8 million for the year ended December 31, 2019.  The change was the result of the items discussed above.

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 Operating Partnership Units and future property acquisitions and development.

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The Company expects to meet its short-term liquidity requirements through cash provided from operations and borrowings under its revolving credit facility. As of December 31, 2020, available cash and cash equivalents, including cash held in escrow, was $8.0 million. As of December 31, 2020, the Company had $92.0 million outstanding on its revolving credit facility and $407.8 million was available for future borrowings, subject to its compliance with covenants.  We anticipate funding our long-term capital needs through cash provided from operations, borrowings under our revolving credit facility, the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.  In December 2019, we amended and restated our revolving credit agreement, increasing our current and potential future borrowing capacity – see Senior Unsecured Revolving Credit Facility below.

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 effects of the COVID-19 pandemic and other risks detailed in Part I, Item 1A, “Risk Factors.”  Additionally, see COVID-19 above.

The full impact of the COVID-19 pandemic on the Company’s rental revenue and, as a result, future cash from operations cannot be determined at present.

Capitalization

As of December 31, 2020, the Company’s total enterprise value was approximately $5.24 billion.  Total enterprise value consisted of $4.02 billion of common equity (based on the December 31, 2020 closing price of Company common stock on the NYSE of $66.58 per share and assuming the conversion of Operating Partnership Units) and $1.22 billion of total debt including (i) $92.0 million of borrowings under its revolving credit facility; (ii) $240.0 million of unsecured term loans; (iii) $860.0 million of senior unsecured notes; (iv) $33.4 million of mortgage notes payable; less (v) cash, cash equivalents, and cash held in escrow of $8.0 million. The Company’s ratio of total debt to total enterprise value was 23.4% at December 31, 2020.

At December 31, 2020, the non-controlling interest in the Operating Partnership consisted of a 0.6% ownership interest in the Operating Partnership. The Operating Partnership 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 Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Units, there would have been 60,369,102 shares of common stock outstanding at December 31, 2020.

Equity

Shelf Registration and Follow-on Public Offerings

The Company has filed with the SEC an automatic shelf registration statement on Form S-3, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered.  The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

In March 2018, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriters’ option to purchase an additional 450,000 shares of common stock, in connection with a forward sale agreement.  The offering, which included the full exercise of the underwriters’ option to purchase additional shares, was settled in its entirety in September 2018.  Upon settlement the Company issued 3,450,000 shares and received net proceeds of approximately $160.2 million after deducting fees and expenses.

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In September 2018, the Company entered into a follow-on public offering of 3,500,000 shares of common stock in connection with a forward sale agreement (the “September 2018 Forward”).  The September 2018 Forward was settled in its entirety in April 2019.   Upon settlement the Company issued 3,500,000 shares and received net proceeds of approximately $186.0 million, after deducting fees and expenses.  

In April 2019, the Company entered into a follow-on public offering to sell an aggregate of 3,162,500 shares of common stock (the “April 2019 Forward”) which included the full exercise of the underwriters’ option to purchase an additional 412,500 shares of common stock. The April 2019 Forward was settled in its entirety on December 30, 2019.  Upon settlement, the Company issued 3,162,500 shares of common stock and received net proceeds of approximately $195.8 million, after deducting fees and expenses.

In April 2020, the Company completed a follow-on public offering of 2,875,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 375,000 shares of common stock. Upon closing, the Company issued 2,875,000 shares and received net proceeds of $170.4 million, after deducting fees and expenses. Also in April 2020, the Company entered into a follow-on public offering to sell an aggregate of 6,166,666 shares of common stock in connection with a forward sale agreement (the “April 2020 Forward”). During the remainder of 2020, the Company settled the April 2020 Forward, realizing net proceeds of approximately $354.6 million, after deducting fees and expenses.

2018 ATM Program

In May 2018, the Company entered into a $250.0 million ATM program (“2018 ATM Program”) through which the Company, from time to time, sold shares of common stock and entered into forward sale agreements. During 2018 and 2019, the Company issued 3,057,263 and 886,768 shares of common stock, respectively, under the 2018 ATM Program, realizing net proceeds of approximately $180.3 and $58.5 million, respectively.  The 2018 ATM Program was subsequently terminated, and no future issuances will occur under the 2018 ATM Program.

2019 ATM Program

In July 2019, the Company entered into a $400.0 million ATM program (the “2019 ATM Program”) through which the Company, from time to time, sold shares of common stock. During the third quarter of 2019, the Company issued 444,228 shares of common stock under the 2019 ATM Program, realizing net proceeds of $32.6 million. In addition to selling shares of common stock, the Company also entered into forward sale agreements through the 2019 ATM Program, as described below.

During the fourth quarter of 2019, the Company entered into forward sale agreements in connection with the 2019 ATM Program to sell an aggregate of 2,003,118 shares of common stock. Additionally, during the first quarter of 2020, the Company entered into forward sale agreements in connection with the 2019 ATM Program to sell an aggregate of 3,169,754 shares of common stock. During 2020, the Company settled all forward sale agreements under the 2019 ATM Program realizing net proceeds of $359.5 million.  

The 2019 ATM Program was terminated simultaneously with the establishment of the 2020 ATM Program, which is discussed below. As a result, no future issuances will occur under the 2019 ATM Program.

2020 ATM Program

In March 2020, the Company entered into a new $400.0 million ATM program (the “2020 ATM Program”) through which the Company, from time to time, may sell shares of common stock. In addition to selling shares of common stock, the Company has entered into forward sale agreements through the 2020 ATM Program, as described below.

During 2020, the Company entered into forward sale agreements to sell an aggregate of 3,334,056 shares of common stock. The Company has since settled 204,074 shares of these forward sale agreements, realizing net proceeds of $12.5 million. The Company is required to settle the remaining outstanding shares of common stock under the 2020 ATM Program by various dates between May and December 2021.

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After considering the 3,129,982 shares of common stock subject to forward sale agreements and including shares issued under the 2020 ATM Program, the Company had approximately $177.7 million of availability remaining under the 2020 ATM Program as of December 31, 2020.

Subsequent Events

In January 2021, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriter’s option to purchase an additional 450,000 shares of common stock.  The offering resulted in net proceeds to the Company of approximately $221.4 million, after deducting the estimated offering expenses payable by the Company.

Debt

The below table summarizes the Company’s outstanding debt as of December 31, 2020 and December 31, 2019 (in thousands):

Interest

Principal Amount Outstanding

Senior Unsecured Revolving Credit Facility

    

Rate

    

Maturity

    

December 31, 2020

    

December 31, 2019

Revolving Credit Facility (1)

 

0.97

%

January 2024

$

92,000

$

89,000

Total Credit Facility

$

92,000

$

89,000

Unsecured Term Loans (2)

2023 Term Loan

 

2.40

%

July 2023

$

40,000

 

40,000

2024 Term Loan Facility

 

3.09

%

January 2024

 

65,000

 

65,000

2024 Term Loan Facility

 

3.20

%

January 2024

 

35,000

 

35,000

2026 Term Loan

 

4.26

%

January 2026

 

100,000

 

100,000

Total Unsecured Term Loans

$

240,000

$

240,000

Senior Unsecured Notes (2)

2025 Senior Unsecured Notes

 

4.16

%

May 2025

$

50,000

$

50,000

2027 Senior Unsecured Notes

 

4.26

%

May 2027

 

50,000

 

50,000

2028 Senior Unsecured Notes

 

4.42

%

July 2028

 

60,000

 

60,000

2029 Senior Unsecured Notes

 

4.19

%

September 2029

 

100,000

 

100,000

2030 Senior Unsecured Notes

 

4.32

%

September 2030

 

125,000

 

125,000

2030 Senior Unsecured Public Notes (3)

 

3.49

%

October 2030

 

350,000

 

2031 Senior Unsecured Notes

 

4.42

%

October 2031

125,000

125,000

Total Senior Unsecured Notes

$

860,000

$

510,000

Mortgage Notes Payable (2)

Single Asset Mortgage Loan

 

6.24

%

February 2020

$

 

2,775

CMBS Portfolio Loan

 

3.60

%

January 2023

 

23,640

 

23,640

Single Asset Mortgage Loan

 

5.01

%

September 2023

 

4,622

 

4,779

Portfolio Credit Tenant Lease

 

6.27

%

July 2026

 

5,172

 

5,921

Total Mortgage Notes Payable

$

33,434

$

37,115

Total Principal Amount Outstanding

$

1,225,434

$

876,115

(1)The annual interest rate of the Revolving Credit Facility assumes one-month LIBOR as of December 31, 2020 of 0.14%.
(2)Interest rate includes the effects of variable interest rates that have been swapped to fixed interest rates.
(3)The principal amount outstanding for the $350.0 million 2030 Senior Unsecured Public Notes is presented excluding their original issue discount.

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Senior Unsecured Revolving Credit Facility

In December 2019, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement (the “Credit Agreement”). The Credit Agreement provides for a $500.0 million unsecured revolving credit facility (the “Revolving Credit Facility”), a $65.0 million unsecured term loan facility (the “$65 Million Term Loan”) and a $35.0 million unsecured term loan facility (the “$35 Million Term Loan,” and together with the $65 Million Term Loan, the “2024 Term Loan Facilities”).  The Credit Agreement amended and restated in its entirety the Company’s previous credit agreement dated December 15, 2016.  

The Credit Agreement provides $600.0 million unsecured borrowing capacity, composed of the Revolving Credit Facility, which matures on January 15, 2024, as well as the 2024 Term Loan Facilities, which mature on January 15, 2024. Subject to certain terms and conditions set forth in the Credit Agreement, the Company (i) may request additional lender commitments under any or all facilities of up to an additional aggregate of $500.0 million and (ii) may elect, for an additional fee, to extend the maturity date of the Revolving Credit Facility by six months up to two times, for a maximum maturity date of January 15, 2025. No amortization payments are required under the Credit Agreement, and interest is payable in arrears no less frequently than quarterly.

All borrowings under the Revolving Credit Facility (except swing line loans) bear interest at a rate per annum equal to, at the option of the Company, (i) LIBOR plus a margin that is based upon the Company’s credit rating, or (ii) the Base Rate (which is defined as the greater of the rate of interest as publicly announced from time to time by PNC Bank, National Association, as its prime rate, the Federal Funds Open Rate plus 0.50%, or the Daily Eurodollar Rate plus 1.0%) plus a margin that is based upon the Company’s credit rating. The margins for the Revolving Credit Facility range in amount from 0.775% to 1.450% for LIBOR-based loans and 0.00% to 0.45% for Base Rate loans, depending on the Company’s credit rating. The margins for the Revolving Credit Facility are subject to improvement based on the Company’s leverage ratio, provided its credit rating meets a certain threshold.

Concurrent with entering into the Credit Agreement, certain conforming changes, including customary financial covenants, were made to the 2023 Term Loan and 2026 Term Loan – see Unsecured Term Loan Facilities below.

The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”).  Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the Revolving Credit Facility is less than $14.0 million.

Unsecured Term Loan Facilities

In August 2016, the Company entered into a $20.3 million unsecured amortizing term loan that matured May 2019 and that was swapped to an all-in rate of 3.62% (the “2019 Term Loan”). The 2019 Term Loan was repaid upon maturity in May 2019.

In July 2016, the Company completed a $40.0 million unsecured term loan facility that matures July 2023 (the “2023 Term Loan”). Borrowings under the 2023 Term Loan are priced at LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company entered into an interest rate swap agreement to fix LIBOR at 140 basis points until maturity. As of December 31, 2020, $40.0 million was outstanding under the 2023 Term Loan, which was subject to an all-in interest rate of 2.40%, including the swap.

The Credit Agreement extended the maturity dates of the $65 Million Term Loan and the $35 Million Term Loan to January 2024. In connection with entering into the Credit Agreement, the prior notes evidencing the existing $65 Million Term Loan and $35 Million Term Loan were canceled and new notes evidencing the 2024 Term Loan Facilities were executed. Borrowings under the unsecured 2024 Term Loan Facilities bear interest at LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company utilized existing interest rate swap agreements to effectively fix the LIBOR at 213 basis points until September 2020 for the $35 Million Term Loan and July 2021 for the $65 Million Term Loan.  Additional interest rate swap agreements were entered into to fix LIBOR at 143 basis points until maturity

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(refer to Note 9 – Derivative Instruments and Hedging Activity). As of December 31, 2020, $100.0 million was outstanding under the 2024 Term Loan Facilities, bearing an all-in interest rate of 3.13%, including the swaps.

In December 2018, the Company entered into a $100.0 million unsecured term loan facility that matures January 2026 (the “2026 Term Loan”). Borrowings under the 2026 Term Loan are priced at LIBOR plus 145 to 240 basis points, depending on the Company’s credit rating. The Company entered into interest rate swap agreements to fix LIBOR at 266 basis points until maturity. As of December 31, 2020, $100.0 million was outstanding under the 2026 Term Loan, which was subject to an all-in interest rate of 4.26%, including the swap.

Senior Unsecured Notes

In May 2015, the Company and the Operating Partnership completed a private placement of $100.0 million principal amount of senior unsecured notes. The senior unsecured notes were sold in two series; $50.0 million of 4.16% notes due May 2025 (the “2025 Senior Unsecured Notes”) and $50.0 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”).

In July 2016, the Company and the Operating Partnership completed a private placement of $60.0 million aggregate principal amount of 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”).

In September 2017, the Company and the Operating Partnership completed a private placement of $100.0 million aggregate principal amount of 4.19% senior unsecured notes due September 2029 (the “2029 Senior Unsecured Notes”).

In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities with institutional purchasers. Pursuant to the supplements, the Operating Partnership completed a private placement of $125.0 million aggregate principal amount of 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”).

In October 2019, the Company and the Operating Partnership closed on a private placement of $125.0 million of 4.47% senior unsecured notes due October 2031.  In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100.0 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100.0 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125.0 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.

All of the senior unsecured notes described in the preceding paragraphs were sold to only institutional investors in private placements pursuant to Section 4(a)(2) of the Securities Act.

In August 2020, the Operating Partnership completed an underwritten public offering of $350.0 million aggregate principal amount of 2.900% 2030 Senior Unsecured Public Notes. The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The terms of the 2030 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated August 17, 2020, 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. The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350.0 million aggregate principal amount of 2031 Senior Unsecured Notes is 3.49%.

Mortgage Notes Payable

As of December 31, 2020, the Company had total gross mortgage indebtedness of $33.4 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $40.0 million. Including mortgages that have

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been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.21% as of December 31, 2020 and 4.40% as of December 31, 2019.

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, 2020, 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, 2020.

Cash Flows

Operating -- Substantially all 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, 2020 increased by $16.2 million over 2019, primarily due to the increase in the size of the Company’s real estate investment portfolio, partially offset by a cash payment at settlement of outstanding interest rate swap agreements. 

Investing -- Net cash used in investing activities was $632.3 million higher during the year ended December 31, 2020, compared to 2019.  Acquisitions of properties during 2020 were $618.6 million higher than 2019, due to overall increases in the level of acquisition activity.  Development costs during the year ended December 31, 2020 were $4.8 million lower than 2019, due to the timing of costs incurred related to the Company’s development activity.  Proceeds from asset sales decreased by $17.8 million during the year ended December 31, 2020 compared to 2019. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold. Proceeds from asset sales are not necessarily comparable period-to-period.

Financing -- Net cash provided by financing activities was $593.7 million higher during the year ended December 31, 2020, compared to 2019.  Net proceeds from the issuance of common stock increased by $423.4 million during the year ended December 31, 2020 compared to 2019, primarily to fund the increased level of acquisitions occurring in 2020.  Net proceeds from the issuance of senior unsecured notes increased by $224.7 million during the year ended December 31, 2020, compared to 2019, also to fund the increased level of acquisitions occurring in 2020.  Increases in equity and debt issuances were partially offset by a decrease in net borrowings on the Revolving Credit Facility of  $67.0 million during the year ended December 31, 2020 compared to 2019.  The Company increased its total dividends and distributions paid to its stockholders and non-controlling owners by $25.9 million during 2020 compared to 2019.  The Company increased its quarterly dividend in the fourth quarter of 2020 to an annualized $2.48 per share of common stock, a 6.0% increase over the annualized $2.34 per share of common stock declared in the fourth quarter of 2019.  

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Contractual Obligations

In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land. Detail of these obligations as of December 31, 2020, including expected settlement periods, is contained below in thousands):

Payments due by period

2021

    

2022

    

2023

    

2024

    

2025

    

Thereafter

    

Total

Mortgage Notes Payable

$

998

$

1,060

$

28,758

$

963

$

1,026

$

629

$

33,434

Revolving Credit Facility

 

 

 

 

92,000

 

 

 

92,000

Unsecured Term Loans

 

 

 

40,000

 

100,000

 

 

100,000

 

240,000

Senior Unsecured Notes

 

 

 

 

 

50,000

 

810,000

 

860,000

Land Lease Obligations

 

1,033

 

1,026

 

1,031

 

1,031

 

1,031

 

30,036

 

35,188

Estimated Interest Payments on Outstanding Debt (1)

 

32,651

 

32,589

 

31,171

 

27,305

 

25,272

 

107,606

 

256,594

Total

$

34,682

$

34,675

$

100,960

$

221,299

$

77,329

$

1,048,271

$

1,517,216

(1)Estimated interest payments are based on (i) the stated rates for mortgage notes payable, including the effect of interest rate swap agreements and (ii) the stated rates for unsecured term loans, including the effect of interest rate swap agreements and assuming the interest rate in effect for the most recent quarter remains in effect through the respective maturity dates, and (iii) the stated rates for senior unsecured notes.

Inflation

Our leases typically contain provisions to mitigate the adverse impact of inflation on our results of operations. Tenant leases generally provide for limited increases in rent as a result of fixed increases or increases in the consumer price index. Certain of our leases contain clauses enabling us to receive percentage rents based on tenants’ gross sales, which generally increase as prices rise. During times when inflation is greater than increases in rent, rent increases will not keep up with the rate of inflation.

Substantially all of our properties are leased to tenants under long-term, net leases which require the tenant to pay certain operating expenses for a property, thereby reducing our exposure to operating cost increases resulting from inflation. Inflation may have an adverse impact on our tenants.

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.

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Core Funds from Operations (“Core FFO”)

The Company defines Core FFO as Nareit FFO with the addback of noncash amortization of above- and below- market lease intangibles. Under Nareit’s definition of FFO, lease intangibles created upon acquisition of a net lease must be amortized over the remaining term of the lease. The Company believes that by recognizing amortization charges for above- and below-market lease intangibles, the utility of FFO as a financial performance measure can be diminished.  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 and/or infrequently recurring items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs.

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The following table provides a reconciliation of net income to FFO, Core FFO, and AFFO for the years ended December 31, 2020, 2019, and 2018:

Year Ended

December 31, 2020

    

December 31, 2019

    

December 31, 2018

Reconciliation from Net Income to Funds from Operations

Net income

$

91,972

$

80,763

$

58,798

Depreciation of rental real estate assets

 

48,367

 

34,349

 

24,553

Amortization of lease intangibles - in-place leases and leasing costs

 

17,882

 

11,071

 

8,271

Provision for impairment

 

4,137

 

1,609

 

2,319

(Gain) loss on sale of assets

 

(8,004)

 

(13,306)

 

(11,180)

Funds from Operations

$

154,354

$

114,486

$

82,761

Amortization of above (below) market lease intangibles, net

15,885

13,501

10,668

Core Funds from Operations

$

170,239

$

127,987

$

93,429

Straight-line accrued rent

 

(7,818)

 

(7,093)

 

(4,648)

Deferred tax expense (benefit)

(475)

Stock based compensation expense

 

4,995

 

4,106

 

3,227

Amortization of financing costs

 

826

 

706

 

578

Non-real estate depreciation

 

509

 

283

 

146

Adjusted Funds from Operations

$

168,751

$

125,514

$

92,732

Funds from Operations Per Share - Diluted

$

2.93

$

2.75

$

2.53

Core Funds from Operations Per Share - Diluted

$

3.23

$

3.08

$

2.85

Adjusted Funds from Operations Per Share - Diluted

$

3.20

$

3.02

$

2.83

Weighted average shares and Operating Partnership Units outstanding

Basic

 

52,185,838

 

40,924,965

 

32,417,874

Diluted

 

52,744,353

 

41,571,233

 

32,748,741

Additional supplemental disclosure

Scheduled principal repayments

$

907

$

2,401

$

3,337

Capitalized interest

$

172

$

410

$

448

Capitalized building improvements

$

5,581

$

2,451

$

1,635

Contractual rents subject to deferral 1

$

2,133

Uncollected contractual rents not subject to deferral 1

$

2,069

1Beginning in the second quarter of 2020, the Company began providing supplemental disclosures due to the COVID-19 pandemic. “Contractual rent” for any period means the recurring cash amount charged to tenants, inclusive of monthly base rent and recurring operating cost reimbursements due pursuant to lease agreements, for such period. “Contractual rents subject to deferral” are presented net of amounts repaid under deferral agreements. “Uncollected contractual rents not subject to deferral” as used within this table exclude rents that have been deemed uncollectible for purpose of Accounting Standards Codification (ASC) Topic 842, Leases. Rents deemed uncollectible are excluded from the reported net income and funds from operations measures in the reconciliation above.

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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 (in thousands) and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes.  Average interest rates shown reflect the impact of the swap agreements described later in this section.

    

2021

    

2022

    

2023

    

2024

    

2025

    

Thereafter

    

Total

Mortgage Notes Payable

 

$

998

 

$

1,060

 

$

28,758

 

$

963

 

$

1,026

 

$

629

$

33,434

Average Interest Rate

 

6.02

%

6.02

%

3.89

%

6.27

%

6.27

%

6.27

%

Unsecured Revolving Credit Facility (1)

$

$

$

 

$

92,000

$

$

$

92,000

Average Interest Rate

1.01

%

Unsecured Term Loans

$

$

$

40,000

$

100,000

$

$

100,000

$

240,000

Average Interest Rate

 

 

2.40

%

3.13

%

 

4.21

%

Senior Unsecured Notes

$

$

$

$

$

50,000

$

810,000

$

860,000

Average Interest Rate

4.16

%

 

3.96

%

(1)The balloon payment balance includes the balance outstanding under the Revolving Credit Facility as of December 31, 2020. The Revolving Credit Facility matures in January 2024, with options to extend the maturity to extend its maturity date by six months up to two times, for a maximum maturity of January 2025.

The fair value is estimated at $35.0 million, $253.8 million and $992.9 million for mortgage notes payable, unsecured term loans and senior unsecured notes, respectively, as of December 31, 2020.

The table above incorporates those exposures that exist as of December 31, 2020; 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 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 $65.0 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 1 month LIBOR and pays to the counterparty a fixed rate of 2.09%. This swap effectively converted $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $0.7 million.

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 $40.0 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 1 month LIBOR

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and pays to the counterparty a fixed rate of 1.40%. This swap effectively converted $40.0 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $1.2 million.

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 $100.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.66%. These swaps effectively converted $100.0 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. As of December 31, 2020, these interest rate swaps were valued as a liability of approximately $11.5 million.

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 $65.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 1.4275%. This swap effectively converts $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2021 to January 12, 2024. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $2.0 million.

Also 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 $35.0 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 1 month LIBOR and pays to the counterparty a fixed rate of 1.4265%. This swap effectively converts $35.0 million of variable-rate borrowings to fixed-rate borrowings from September 29, 2020 to January 12, 2024. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $1.3 million.

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 $100.0 million of long-term debt.  The Company is hedging its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022.  As of December 31, 2020, these interest rate swaps were valued as an asset of approximately $2.3 million.

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 $100.0 million of long-term debt.  The Company is hedging its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022.  As of December 31, 2020, these interest rate swaps were valued as a liability of approximately $0.2 million.

The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any other derivative instruments or hedging activities as of December 31, 2020.

Refer to the section “Risks Related to Our Debt Financings” under Item 1A “Risk Factors” in this Annual Report for discussion of the future transition from LIBOR and the possible impact it may have on the Company’s debt, swap agreements, and interest payments.

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.

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Item 9A:    Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that its disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that it files or submits 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:

1)Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company;
2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

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 believes that we maintained effective internal control over financial reporting as of December 31, 2020.

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

None.

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PART III

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 2021 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” “Additional Information – Delinquent Section 16(a) Reports” and “Additional Information – Proposals for 2021 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, 2020.

    

    

    

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

 

 

 

695,459

(1)

Equity Compensation Plans Not Approved by Security Holders

 

 

 

  

Total

 

 

 

695,459

  

(1)Relates to various stock-based awards available for issuance under the Agree Realty Corporation 2020 Omnibus Incentive Plan, including incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, performance shares and units, unrestricted stock awards and dividend equivalent rights.

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, 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 Accounting 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.”

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PART IV

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, 2020 and 2019

     Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018

     Consolidated Statement of Equity for the Years Ended December 31, 2020, 2019 and 2018

     Consolidated Statements of Cash Flow for the Years Ended December 31, 2020, 2019 and 2018

     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

Exhibit
No.

    

Description 

 

 

 

3.1

 

Articles of Incorporation of the Company, including all amendments and articles supplementary thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013).

 

 

 

3.2

 

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 9, 2013).

 

 

 

3.3

 

Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 6, 2015).

 

 

 

3.4

 

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 3, 2016).

3.5

Articles Supplementary of the Company, dated February 26, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2019).

3.6

First Amendment to Amended and Restated Bylaws of Agree Realty Corporation, effective February 26, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2019).

3.7

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).

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).

 

 

 

4.2

 

Form of certificate representing shares of common stock (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 filed on August 24, 2009).

 

 

 

4.3

 

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).

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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.

 

 

 

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).

4.7

Indenture Officer’s Certificate, dated as of August 17, 2020, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).

4.8

Form of Global Note for 2.900% Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).

4.9

Form of Guarantee by and among Agree Limited Partnership, the Guarantors named therein and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).

10.1

 

Term Loan Agreement, dated July 1, 2016, among Agree Limited Partnership, Capital One, National Association, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).

 

 

 

10.2

 

Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 15, 2016, among Agree Limited Partnership, as the Borrower, the Company, as the parent, certain subsidiaries of the Borrower, as guarantors, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

10.3

 

First Amendment and Joinder to Term Loan Agreement, dated December 15, 2016, by and among Agree Limited Partnership, the Company, the other guarantors party thereto, the lenders party thereto and Capital One, National Association (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

 

 

 

10.4

 

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).

 

 

 

10.5

 

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).

 

 

 

10.6

 

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).

 

 

 

10.7

 

First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of April 22, 1994, by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).

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10.8

 

Second Amendment to First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of March 20, 2013, by and among the Company, Agree Limited Partnership and Richard Agree (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

 

 

 

10.9+

 

Agree Realty Corporation Profit Sharing Plan (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996).

 

 

 

10.10+

 

Amended Employment Agreement, dated July 1, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).

 

 

 

10.11+

 

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).

 

 

 

10.12+

 

Letter Agreement of Employment dated March 11, 2010 between Agree Limited Partnership and Laith Hermiz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2010).

 

 

 

10.13+

 

Employment Agreement, dated October 20, 2017, between Agree Realty Corporation and Clayton R. Thelen (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2017).

 

 

 

10.14*

 

Summary of Director Compensation.

 

 

 

10.15+

 

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).

 

 

 

10.16+

 

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).

 

 

 

10.17+

 

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).

 

 

 

10.18+

 

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).

 

 

 

10.19

 

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).

 

 

 

10.20

 

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).

10.21

Increase Agreement, dated July 18, 2018 among Agree Limited Partnership, as the Borrower, the Company, as the parent, PNC Bank, National Association and the other lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 23, 2018).

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10.22

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).

10.23

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).

10.24

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).

10.25 

 

Second Amendment to Term Loan Agreement dated November 2, 2018, among Agree Limited Partnership, Capital One, National Association, and Raymond James Bank, N.A. (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).

10.26

First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 17, 2018, among the Company, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).

10.27

Term Loan Agreement, dated December 27, 2018, by and among Agree Limited Partnership, the Company, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).

10.28

Guaranty, dated as of December 27, 2018, by and among the Company and each of the subsidiaries of Agree Limited Partnership party thereto (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).

10.29

Reimbursement Agreement, dated as of November 18, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018).

10.30+

Form of Performance Unit Award Notice (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

10.31

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).

10.32

First Amendment to Term Loan Agreement, dated May 6, 2019, by and among Agree Limited Partnership, the Company, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

10.33

Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of May 6, 2019, by and among Agree Limited Partnership, the Company, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

10.34

Third Amendment to Term Loan Agreement, dated May 6, 2019, by and among Agree Limited Partnership, the Company, Capital One, National Association and Raymond James Bank, N.A. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

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10.35

Second Amended and Restated Revolving Credit and Term Loan Agreement, dated December 5, 2019, among the Company, the Borrower, PNC Bank and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 9, 2019).

10.36

Fourth Amendment to Term Loan Agreement, dated December 5, 2019, among the Company, the Borrower, Capital One, the guarantors party thereto and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 9, 2019).

10.37

Second Amendment to Term Loan Agreement, dated December 5, 2019, among the Company, the Borrower, and PNC Bank (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 9, 2019).

10.38+

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, 2019).

10.39+

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).

10.40+

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).

10.41+

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).

10.42+

Employment Agreement, dated October 9, 2020, by and between Agree Realty Corporation and Joel Agree (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 15, 2020).

10.43+

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).

10.44+

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).

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, Clayton Thelen, Chief Financial Officer.

 

 

 

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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, Clayton Thelen, Chief Financial Officer.

 

 

 

101*

 

The following materials from Agree Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements, tagged as blocks of text.

104*

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

*      Filed herewith.

+      Management contract or compensatory plan or arrangement.

15(b)    The Exhibits listed in Item 15(a)(3) are hereby filed with this Annual Report on Form 10-K.

15(c)     The financial statement schedule listed at Item 15(a)(2) is hereby filed with this Annual Report on Form 10-K.

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Page

Reports of Independent Registered Public Accounting Firm

F-2

Financial Statements

Consolidated Balance Sheets

F-5

Consolidated Statements of Operations and Comprehensive Income

F-7

Consolidated Statements of Equity

F-8

Consolidated Statements of Cash Flows

F-9

Notes to Consolidated Financial Statements

F-10

Schedule III - Real Estate and Accumulated Depreciation

F-39

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Agree Realty Corporation

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2020, 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, 2020, 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, 2020, and our report dated February 18, 2021 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.

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.

/s/ Grant Thornton LLP

 

 

 

Philadelphia, Pennsylvania

February 18, 2021

 

F-2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Agree Realty Corporation

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, 2020 and 2019, 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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, 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, 2020, 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 18, 2021 expressed an unqualified opinion.

Basis for 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 matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluating the fair value used in the purchase price allocation of real estate acquisitions

As described in Notes 2 and 4 to the consolidated financial statements, the acquisition of property for investment purposes is typically accounted for as an asset acquisition in which the Company allocates the purchase price to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. The Company acquired approximately $1.31 billion of real estate during the year ended December 31, 2020.  We identified the evaluation of the measurement of the fair values used in the purchase price allocation of real estate as a critical audit matter.

The principal consideration for our determination that the evaluation of the measurement of the fair value used in the purchase price allocation of real estate was a critical audit matter was the higher risk of estimation uncertainty in determining estimates of fair value. Specifically, fair value measurements were sensitive to changes in market land values, building replacement values, and market rental rates. There was a high degree of subjective and complex auditor judgment in evaluating these key inputs and assumptions.

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Our audit procedures related to evaluating the fair values used in the purchase price allocation of real estate acquisitions included the following, among others. We obtained an understanding and tested the design and operating effectiveness of relevant controls relating to the process to allocate the purchase price of real estate acquisitions including internal controls over the selection and review of the assumptions to estimate fair value, including those used by third party valuation professionals. For a selection of real estate acquisitions, we involved our real estate valuation professionals with specialized skills and knowledge who assisted in evaluating the assumptions to the fair value measurements used in the purchase price allocations. The evaluation included comparison of Company assumptions to independently developed ranges using market data from industry transaction databases and published industry reports. For a selection of real estate acquisitions, we analyzed where the Company's market rental rates fell compared to  our valuation professionals' independently developed ranges to evaluate if management bias was present. Our overall assessment of these assumptions and the amounts reported and disclosed in the consolidated financial statements included consideration of whether such information was consistent with evidence obtained in other areas of the audit.

Evaluating the provision for impairment of real estate investments and related lease intangibles

As described in Notes 2 and 4 to the consolidated financial statements, the Company reviews its real estate investments and related lease intangibles for potential impairment when certain events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds. Those events and circumstances include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life.  For real estate investments that show an indication of impairment, Management determines whether an impairment has occurred by comparing the estimated undiscounted future cash flows, including the residual value of the real estate, with the carrying amount of the individual asset. Forecasting the estimated future cash flows requires management to make estimates and assumptions about significant variables, such as the probabilities of outcomes and estimated holding periods, direct and terminal capitalization rates, and potential disposal proceeds to be received upon a sale. We identified the evaluation of impairment of real estate investments and related lease intangibles as a critical audit matter.

The principal consideration for our determination that the evaluation of impairment was a critical audit matter was a higher risk of estimation uncertainty due to sensitivity of management judgments not only regarding indicators of impairment but also regarding estimates and assumptions utilized in forecasting cash flows for cost recoverability and determining fair value measurements. Specifically, forecasted cash flows for recoverability and estimates of fair value were sensitive to changes in the probability of outcomes, anticipated sale values, and capitalization rates. There was a high degree of subjective and complex auditor judgment in evaluating these key inputs and assumptions.

Our audit procedures related to the evaluation of impairment included the following, among others. We obtained an understanding and tested the design and operating effectiveness of relevant controls over the evaluation of potential real estate investment impairments, such as internal controls over the Company’s monitoring of the real estate investment portfolio, the Company’s assessments of recoverability, and the Company’s estimates of fair value. We evaluated the completeness of the population of real estate investments requiring further analysis as compared to the criteria established in management’s accounting policies over impairment. We tested the Company’s undiscounted cash flow analyses and estimates of fair value for real estate investments with indicators of impairment, including evaluating the reasonableness of the methods and significant inputs and assumptions used.  We compared the probability of outcomes with historical performance of the impacted real estate investment. We compared anticipated sale values and capitalization rates with comparable observable market data, which involved the use of our valuation specialists. Our assessment included sensitivity analyses over these significant inputs and assumptions, and we considered whether such assumptions were consistent with evidence obtained in other areas of the audit.

/s/ Grant Thornton LLP

 

 We have served as the Company’s auditor since 2013.

 

Philadelphia, Pennsylvania

 

February 18, 2021

 

F-4

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AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

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

December 31, 

December 31, 

2020

2019

ASSETS

Real Estate Investments

  

Land

$

1,094,550

$

735,991

Buildings

 

2,371,553

 

1,600,293

Less accumulated depreciation

 

(172,577)

 

(127,748)

 

3,293,526

 

2,208,536

Property under development

 

10,653

 

10,056

Net Real Estate Investments

 

3,304,179

 

2,218,592

 

  

Real Estate Held for Sale, net

 

1,199

 

3,750

 

Cash and Cash Equivalents

 

6,137

 

15,603

 

  

Cash Held in Escrows

 

1,818

 

26,554

Accounts Receivable - Tenants

37,808

 

26,808

 

  

Lease Intangibles, net of accumulated amortization of

$125,995 and $89,118 at December 31, 2020 and December 31, 2019, respectively

 

473,592

 

343,514

 

Other Assets, net

 

61,450

 

29,709

 

  

Total Assets

$

3,886,183

$

2,664,530

See accompanying notes to consolidated financial statements.

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AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

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

December 31, 

December 31, 

2020

2019

LIABILITIES

  

Mortgage Notes Payable, net

$

33,122

$

36,698

  

Unsecured Term Loans, net

237,849

 

237,403

  

Senior Unsecured Notes, net

855,328

 

509,198

  

Unsecured Revolving Credit Facility

92,000

 

89,000

  

Dividends and Distributions Payable

34,545

 

25,014

Accounts Payable, Accrued Expenses, and Other Liabilities

71,390

 

48,987

  

Lease Intangibles, net of accumulated amortization of

$24,651 and $19,307 at December 31, 2020 and December 31, 2019, respectively

35,700

 

26,668

  

Total Liabilities

1,359,934

 

972,968

  

EQUITY

  

Common stock, $.0001 par value, 90,000,000 shares

 

authorized, 60,021,483 and 45,573,623 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively

6

5

Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized

 

Additional paid-in-capital

2,652,090

 

1,752,912

Dividends in excess of net income

(91,343)

 

(57,094)

Accumulated other comprehensive income (loss)

(36,266)

 

(6,492)

  

Total Equity - Agree Realty Corporation

2,524,487

 

1,689,331

Non-controlling interest

1,762

 

2,231

Total Equity

2,526,249

 

1,691,562

  

Total Liabilities and Equity

$

3,886,183

$

2,664,530

See accompanying notes to consolidated financial statements.

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AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

Year Ended

2020

    

2019

    

2018

Revenues

  

 

  

 

  

Rental income

$

248,309

$

187,279

$

136,884

Other

 

259

 

199

 

238

Total Revenues

 

248,568

 

187,478

 

137,122

 

  

 

  

 

  

Operating Expenses

 

  

 

  

 

  

Real estate taxes

 

21,428

 

15,520

 

10,721

Property operating expenses

 

9,023

 

6,749

 

5,645

Land lease expense

 

1,301

 

1,242

 

645

General and administrative

 

20,793

 

15,566

 

11,756

Depreciation and amortization

 

66,758

 

45,703

 

33,030

Provision for impairment

 

4,137

1,609

2,319

Total Operating Expenses

 

123,440

 

86,389

 

64,116

 

  

 

  

 

  

Income from Operations

 

125,128

 

101,089

 

73,006

 

  

 

  

 

  

Other (Expense) Income

 

  

 

  

 

  

Interest expense, net

 

(40,097)

 

(33,094)

 

(24,872)

Gain (loss) on sale of assets, net

 

8,004

 

13,306

 

11,180

Income tax (expense) benefit

(1,086)

(538)

(516)

Other (expense) income

 

23

 

 

Net Income

 

91,972

 

80,763

 

58,798

 

  

 

  

 

  

Less net income attributable to non-controlling interest

 

591

 

682

 

626

 

  

 

  

 

  

Net Income Attributable to Agree Realty Corporation

$

91,381

$

80,081

$

58,172

 

  

 

  

 

  

Net Income Per Share Attributable to Agree Realty Corporation

 

  

 

  

 

  

Basic

$

1.76

$

1.96

$

1.80

Diluted

$

1.74

$

1.93

$

1.78

 

  

 

  

 

  

Other Comprehensive Income

 

  

 

  

 

  

Net income

$

91,972

$

80,763

$

58,798

Other comprehensive income (loss) - change in fair value and settlement of interest rate swaps

 

(29,996)

 

(7,987)

 

54

Total comprehensive income (loss)

 

61,976

 

72,776

 

58,852

Less comprehensive income (loss) attributable to non-controlling interest

 

369

 

611

 

631

 

  

 

  

 

  

Comprehensive Income (Loss) Attributable to Agree Realty Corporation

$

61,607

$

72,165

$

58,221

 

  

 

  

 

  

Weighted Average Number of Common Shares Outstanding - Basic

 

51,838,219

 

40,577,346

 

32,070,255

 

  

 

 

  

Weighted Average Number of Common Shares Outstanding - Diluted

 

52,396,734

 

41,223,614

 

32,401,122

See accompanying notes to consolidated financial statements.

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Table of Contents

AGREE REALTY CORPORATION

CONSOLIDATED STATEMENT OF EQUITY

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

Accumulated

Dividends in

Other

Common Stock

Additional

excess of net

Comprehensive

Non-Controlling

Total

  

Shares

  

Amount

  

Paid-In Capital

  

income

  

Income (Loss)

  

Interest

  

Equity

Balance, December 31, 2017

31,004,900

$

3

$

936,046

$

(28,763)

$

1,375

$

2,529

$

911,190

Issuance of common stock, net of issuance costs

6,507,263

1

339,743

339,744

Repurchase of common shares

(23,407)

(1,145)

(1,145)

Issuance of stock under the 2014 Omnibus Incentive Plan

57,882

Forfeiture of restricted stock

(848)

Stock-based compensation

2,948

2,948

Dividends and distributions declared for the period

(72,354)

(749)

(73,103)

Other comprehensive income (loss) - change in fair value and gain (loss) on settlement of interest rate swaps

49

5

54

Net income

58,172

626

58,798

Balance, December 31, 2018

37,545,790

$

4

$

1,277,592

$

(42,945)

$

1,424

$

2,411

$

1,238,486

Issuance of common stock, net of issuance costs

7,993,519

472,746

472,746

Repurchase of common shares

(22,011)

(1,406)

(1,406)

Issuance of stock under the Omnibus Incentive Plan

58,735

1

1

Forfeiture of restricted stock

(2,410)

(29)

(29)

Stock-based compensation

4,009

4,009

Dividends and distributions declared for the period

(94,230)

(791)

(95,021)

Other comprehensive income (loss) - change in fair value and gain (loss) on settlement of interest rate swaps

(7,916)

(71)

(7,987)

Net income

80,081

682

80,763

Balance, December 31, 2019

45,573,623

$

5

$

1,752,912

$

(57,094)

$

(6,492)

$

2,231

$

1,691,562

Issuance of common stock, net of issuance costs

14,418,612

1

896,117

896,118

Repurchase of common shares

(20,927)

(1,641)

(1,641)

Issuance of stock under the 2014 Omnibus Incentive Plan

48,942

Issuance of stock under the 2020 Omnibus Incentive Plan

4,541

Forfeiture of restricted stock

(3,308)

(9)

(9)

Stock-based compensation

4,711

4,711

Dividends and distributions declared for the period

(125,630)

(838)

(126,468)

Other comprehensive income (loss) - change in fair value and settlement of interest rate swaps

(29,774)

(222)

(29,996)

Net income

91,381

591

91,972

Balance, December 31, 2020

60,021,483

$

6

$

2,652,090

$

(91,343)

$

(36,266)

$

1,762

$

2,526,249

Cash dividends declared per common share:

For the three months ended March 31, 2020

$

0.585

For the three months ended June 30, 2020

$

0.600

For the three months ended September 30, 2020

$

0.600

For the three months ended December 31, 2020

$

0.620

See accompanying notes to consolidated financial statements.

F-8

Table of Contents

AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended

    

December 31, 2020

    

December 31, 2019

    

December 31, 2018

Cash Flows from Operating Activities

 

  

 

  

  

Net income

$

91,972

$

80,763

$

58,798

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Depreciation and amortization

 

66,758

 

45,703

 

33,030

Amortization from above (below) market lease intangibles, net

15,885

13,501

10,668

Amortization from financing and credit facility costs

 

1,444

 

1,284

 

1,055

Stock-based compensation

 

4,702

 

3,980

 

2,948

Provision for impairment

4,137

1,609

2,319

Settlement of interest rate swaps

(22,668)

788

(Gain) loss on sale of assets

 

(8,004)

 

(13,306)

 

(11,180)

(Increase) decrease in accounts receivable

 

(11,983)

 

(6,071)

 

(6,855)

(Increase) decrease in other assets

 

(1,503)

 

(2,150)

 

(463)

Increase (decrease) in accounts payable, accrued expenses, and other liabilities

2,216

606

2,927

Net Cash Provided by Operating Activities

 

142,956

 

126,707

 

93,247

 

  

 

  

 

  

Cash Flows from Investing Activities

 

  

 

  

 

  

Acquisition of real estate investments and other assets

 

(1,326,696)

 

(708,144)

 

(611,129)

Development of real estate investments and other assets

 

(including capitalized interest of $172 in 2020, $410 in 2019, and $448 in 2018)

 

(19,617)

 

(24,428)

 

(21,481)

Payment of leasing costs

 

(1,227)

 

(411)

 

(1,337)

Net proceeds from sale of assets

 

47,698

 

65,464

 

65,830

Net Cash Used in Investing Activities

 

(1,299,842)

 

(667,519)

 

(568,117)

 

  

 

  

 

  

Cash Flows from Financing Activities

 

 

  

 

  

Proceeds from common stock offerings, net

 

896,118

 

472,746

 

339,744

Repurchase of common shares

 

(1,641)

 

(1,406)

 

(1,145)

Unsecured revolving credit facility borrowings (repayments), net

 

3,000

 

70,000

 

5,000

Payments of mortgage notes payable

 

(3,683)

 

(24,404)

 

(27,576)

Unsecured term loan proceeds

100,000

Payments of unsecured term loans

 

 

(18,543)

 

(761)

Senior unsecured notes proceeds

 

349,745

 

125,000

 

125,000

Dividends paid

 

(116,112)

 

(90,257)

 

(67,638)

Distributions to non-controlling interest

 

(824)

 

(782)

 

(737)

Payments for financing costs

 

(3,919)

 

(3,360)

 

(1,824)

Net Cash Provided by Financing Activities

 

1,122,684

 

528,994

 

470,063

 

  

 

  

 

  

Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow

 

(34,202)

 

(11,818)

 

(4,807)

Cash and cash equivalents and cash held in escrow, beginning of period

 

42,157

 

53,975

 

58,782

Cash and cash equivalents and cash held in escrow, end of period

$

7,955

$

42,157

$

53,975

 

  

 

  

 

  

Supplemental Disclosure of Cash Flow Information

 

  

 

  

 

  

Cash paid for interest (net of amounts capitalized)

$

37,710

$

29,925

$

23,015

Cash paid for income tax

$

1,150

$

666

$

452

 

 

  

 

  

Supplemental Disclosure of Non-Cash Investing and Financing Activities

 

  

 

  

 

  

Operating lease right of use assets added upon implementation of leases standard on January 1, 2019

$

$

7,505

$

Additional operating lease right of use assets added under new ground leases after January 1, 2019

$

1,064

$

12,167

Operating lease right of use assets disposed of upon acquisition of underlying ground leased land

$

$

(3,059)

Dividends and limited partners’ distributions declared and unpaid

$

34,545

$

25,014

$

21,031

Accrual of development, construction and other real estate investment costs

$

10,465

$

4,330

$

1,768

See accompanying notes to consolidated financial statements.

F-9

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

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 (“NYSE”) in 1994.

The Company’s assets are held by, and all of our operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.4% interest as of December 31, 2020.  There is a one-for-one relationship between the limited partnership interests in the Operating Partnership (“Operating Partnership Units”) owned by the Company and shares of Company common stock outstanding.  Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.

The terms “Agree Realty,” the “Company,” “Management,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including the Operating Partnership.

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of Agree Realty Corporation include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries. The Company, as the sole general partner, held 99.4% and 99.2% of the Operating Partnership as of December 31, 2020 and 2019, respectively. All material intercompany accounts and transactions are eliminated.

Non-controlling Interest

At December 31, 2020 and 2019, the non-controlling interest in the Operating Partnership consisted of a 0.6% and 0.8% ownership interest in the Operating Partnership held by the Company’s founder and chairman, respectively. The Operating Partnership Units may, under certain circumstances, be exchanged for shares of common stock. The Company as sole general partner of the Operating Partnership has the option to settle exchanged Operating Partnership Units held by others for cash based on the current trading price of its shares. Assuming the exchange of all non-controlling Operating Partnership Units, there would have been 60,369,102 shares of common stock outstanding at December 31, 2020.

Significant Risks and Uncertainties

Currently, one of the most significant risks and uncertainties is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19.  The COVID-19 pandemic has had repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted economic activity and has contributed to significant volatility and negative pressure in financial markets.  The COVID-19 pandemic has resulted in a number of our tenants temporarily closing their stores and requesting rent deferrals or rent abatements during this pandemic.

The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations and cash flows in the near term due to, but not limited to, the following:

reduced economic activity severely impacting our tenants’ businesses, financial condition and liquidity and may cause tenants to be unable to fully meet their obligations to us.  Certain tenants have sought to modify such obligations and may seek additional relief and additional tenants may seek modifications of such obligations, resulting in increases in uncollectible receivables and reductions in rental income;

F-10

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

the negative financial impact of the pandemic which could impact our future compliance with financial covenants of our credit facility and other debt agreements; and
weaker economic conditions which could cause us to recognize impairment in value of our tangible or intangible assets.  

As a result of COVID-19, we have received numerous rent relief requests, most often in the form of rent deferrals. We have evaluated, and continue to evaluate, each tenant rent relief request on an individual basis, considering a number of factors. Not all tenant requests have resulted in modification agreements, nor are we forgoing our contractual rights under our lease agreements.  Since the onset of COVID-19, we have entered into lease modifications that deferred 2%, 2% and less than 1% of rent originally contracted for the three months ended June 30, 2020,  September 30, 2020 and December 31, 2020, respectively, and have collected approximately 95%, 98% and 99% of rent payments originally contracted for the three month periods ended June 30, September 30, and December 31, 2020, respectively. Rent deferral percentages disclosed above are net of any repayments that have since occurred.

The extent to which the COVID-19 pandemic continues to impact our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies. However, as a result of the many uncertainties surrounding the COVID-19 pandemic, we are unable to predict the impact that it ultimately will have on our financial condition, results of operations and cash flows.

Real Estate Investments

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 are classified as real estate held for sale based on specific criteria as outlined in Accounting Standards Codification 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. 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. The Company classified one operating property as held for sale at December 31, 2020 and 2019, the assets for which are separately presented in the Consolidated Balance Sheets.

Real estate held for sale consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands):

    

December 31, 2020

    

December 31, 2019

Land

$

313

$

2,269

Building

 

1,019

 

2,315

Lease intangibles - asset

132

Lease intangibles - (liability)

 

(285)

 

 

1,179

 

4,584

Accumulated depreciation and amortization, net

 

20

 

(834)

Total Real Estate Held for Sale, net

$

1,199

$

3,750

F-11

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

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, buildings 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 a number of 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 intangible assets and liabilities of an acquired property, 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 unless the Company believes it is reasonably certain that the tenant will renew the lease for an option term, in which case the Company amortizes the value attributable to the renewal over the renewal period.  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, 2020, 2019, and 2018 (in thousands):

For the Year Ended December 31, 

    

    

2020

    

2019

    

2018

Lease intangibles (in-place)

$

17,413

$

10,619

$

7,877

Lease intangibles (above-market)

 

21,523

 

18,107

 

14,871

Lease intangibles (below-market)

 

(5,638)

 

(4,607)

 

(4,203)

Total

$

33,298

$

24,119

$

18,545

The following schedule represents estimated future amortization of lease intangibles as of December 31, 2020 (in thousands):

Year Ending December 31, 

    

2021

    

2022

    

2023

    

2024

    

2025

    

Thereafter

    

Total

Lease intangibles (in-place)

$

21,930

  

$

20,498

  

$

19,497

  

$

17,871

  

$

16,220

$

89,481

  

$

185,497

Lease intangibles (above-market)

 

24,965

  

 

24,018

  

 

23,108

  

 

21,440

  

 

20,528

 

174,036

  

 

288,095

Lease intangibles (below-market)

 

(6,172)

 

(5,270)

 

(4,438)

 

(3,729)

 

(3,298)

 

(12,793)

 

(35,700)

Total

$

40,723

  

$

39,246

  

$

38,167

  

$

35,582

  

$

33,450

$

250,724

  

$

437,892

F-12

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

Impairments

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, and an expectation to sell assets before the end of the previously estimated life. 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 cash and money market accounts.  Cash held in escrows primarily relates to delayed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).  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. We had $7.0 million and $40.9 million in cash and cash held in escrow as of December 31, 2020 and December 31, 2019, respectively, in excess of the FDIC insured limit.

Per the requirements of ASU 2016-18 (Topic 230, Statement of Cash Flows) the following table provides a reconciliation of cash and cash equivalents and cash held in escrow, both as reported within the consolidated balance sheets, to the total of the cash, cash equivalents and cash held in escrow as reported within the consolidated statements of cash flows (dollars in thousands):

    

December 31, 2020

    

December 31, 2019

Cash and cash equivalents

$

6,137

$

15,603

Cash held in escrow

 

1,818

 

26,554

Total of cash and cash equivalents and cash held in escrow

$

7,955

$

42,157

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 our Consolidated Balance Sheets. The balance of straight-line rent receivables at December 31, 2020 and December 31, 2019 was $29.8 million and $23.0 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.

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Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

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. During 2020, the Company’s assessment specifically included the impact of the COVID-19 pandemic, which represents a material risk to collectability (see Significant Risks and Uncertainties above).  In the event that collectability with respect to any tenant changes, beginning with the adoption of Accounting Standards Codification (“ASC”) Topic-842, Leases (“ASC 842”) as of January 1, 2019, the Company recognizes an adjustment to rental income. Prior to the adoption of ASC 842, the Company recognized a provision for uncollectible amounts or a direct write-off of the specific rent receivable. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. As of December 31, 2020, the Company has six tenants where collection is no longer considered probable. For these tenants, the Company is recording rental income on a cash basis and has written off any outstanding receivables, including straight-line rent receivables. These tenants had an immaterial impact to Rental Income and Net Income for the year-ended December 31, 2020.

The Company’s leases provide for reimbursement from tenants for common area maintenance (“CAM”), 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 income in the period the recoverable costs are incurred and accrued.  The balance of unbilled operating cost reimbursement receivable at December 31, 2020 and December 31, 2019 was $4.1 million and $2.6 million, respectively.

The Company adopted ASC 842 using the modified retrospective approach as of January 1, 2019 and elected to apply the transition provisions of the standard at the beginning of the period of adoption.  The Company adopted the practical expedient in ASC 842 that alleviates the requirement to separately present lease and non-lease rental income. As a result, all income earned pursuant to tenant leases is reflected as one line, “Rental Income,” in the Consolidated Statement of Operations.

Rent Concessions – COVID-19

During 2020, the Company provided lease concessions to certain tenants in response to the impact of COVID-19, in the form of rent deferrals.  The Company made an election to account for such lease concessions consistent with how those concessions would be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the leases.  This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in our rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease.

Substantially all of the Company’s concessions to date provide for a deferral of payments with no substantive changes to the consideration in the original lease. These deferrals affect the timing, but not the amount, of the lease payments.  The Company is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Company increases its lease receivable as tenant payments accrue and continues to recognize rental income.  To date, the Company entered into lease concessions that deferred 2%, 2% and less than 1% of rent originally contracted for in the second, third and fourth quarters of 2020, respectively. Such rent deferral percentages are net of any repayments that have occurred through the reporting date.

Sales Tax

The Company collects various taxes from tenants and remits these amounts, on a net basis, to the applicable taxing authorities.

Earnings per Share

Earnings per share of common stock has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share.  The guidance requires the classification of the Company’s unvested restricted stock, which contain rights to

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

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 the net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock and potentially dilutive securities in accordance with the treasury stock method.

The following is a reconciliation of basic net earnings per share of common stock computation to the denominator of the diluted net earnings per share of common stock computation for each of the periods presented (in thousands, except for share data):

Year Ended December 31, 

    

2020

    

2019

    

2018

Net income attributable to Agree Realty Corporation

$

91,381

$

80,081

$

58,172

Less: Income attributable to unvested restricted shares

(297)

(379)

(370)

Net income used in basic and diluted earnings per share

$

91,084

$

79,702

$

57,802

Weighted average number of common shares outstanding

52,013,137

  

40,771,300

  

32,281,273

Less: Unvested restricted stock

(174,918)

  

(193,954)

  

(211,018)

Weighted average number of common shares outstanding used in basic earnings per share

51,838,219

  

40,577,346

  

32,070,255

  

  

Weighted average number of common shares outstanding used in basic earnings per share

51,838,219

  

40,577,346

  

32,070,255

Effect of dilutive securities:

Share-based compensation

95,103

  

98,740

  

69,136

March 2018 forward equity offering

198,786

September 2018 forward equity offering

269,785

62,945

April 2019 forward equity offering

277,225

2019 ATM forward equity offerings

14,289

518

2020 ATM forward equity offerings

19,777

April 2020 forward equity offering

429,346

  

  

Weighted average number of common shares outstanding used in diluted earnings per share

52,396,734

  

41,223,614

  

32,401,122

For the year ended December 31, 2020, 27,753 shares of common stock related to the 2020 at-the-market (“ATM”) forward equity offerings, 17,114 shares of common stock related to the 2019 ATM forward equity offerings, and 1,547 performance units granted in 2020 were anti-dilutive and were not included in the computation of diluted earnings per share.

For the year ended December 31, 2019, 7,931 shares of common stock related to the 2019 ATM forward equity offerings were anti-dilutive and were not included in the computation of diluted earnings per share.

For the year ended December 31, 2018, there were no potentially dilutive securities excluded from the computation of diluted earnings per share as a result of anti-dilution.

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.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

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 our 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 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 the forward sale agreement during the period of time prior to settlement.

Equity Offering Costs

Underwriting commissions and offering costs of equity offerings have been reflected as a reduction of additional paid-in-capital in our Consolidated Balance Sheets.

Income Taxes

The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2020, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements.  Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.

The Company and its taxable REIT subsidiaries (“TRS”) have made a timely TRS election pursuant to the provisions of the REIT Modernization Act. A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of the Company which occur within its TRS entity are subject to federal and state income taxes (see Note 8). All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to the Company’s TRS.

The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in its financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded in the consolidated financial statements.

Management’s Responsibility to Evaluate Our Ability to Continue as a Going Concern

When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its evaluation, the Company considers, among other things, any risks and/or uncertainties to its results of

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

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.

Segment Reporting

The Company is primarily in the business of acquiring, developing and managing retail real estate which is considered to be one reporting segment.  The Company has no other reportable segments.

Employment Agreement

In October 2020, the Company entered into a new employment agreement with Joel Agree to extend Mr. Agree’s term as President and Chief Executive Officer of the Company through September 30, 2023 (the “Agreement”). The Agreement supersedes Mr. Agree’s prior employment agreement with the Company, which had a term that was scheduled to expire on June 30, 2021.  The term of Mr. Agree’s employment under the Agreement extends through September 30, 2023, and will automatically renew for successive two-year periods unless either party provides notice of non-renewal at least 60 days prior to the expiration of any term.  The Agreement revises and updates, as applicable, Mr. Agree’s salary, incentive compensation, termination, death and disability, and change in control provisions, as well as provides for a one-time $1.5 million extension bonus that was recognized as general and administrative expense.

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. 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 upon 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.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40):

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”).  The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets.  The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.  The guidance must be adopted as of the beginning of the fiscal year of adoption.  The Company is currently evaluating the impact of this new guidance.

In April 2020, the FASB staff issued a question-and-answer document (the “Q&A document”) to address questions on the application of lease accounting guidance for lease concessions related to the effects of the COVID-19 pandemic.  Prior to the issuance of this document, changes to lease payments not stipulated in an original lease were generally accounted for as lease modifications under ASC 842.  The Q&A document now provides for a policy election to be made to account for

COVID-19 pandemic-related concessions (1) as lease modifications or (2) as they would otherwise be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the lease.  This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than the total payments required by the original lease.  Refer to Rent Concessions – COVID 19 above regarding the Company’s election and other accounting related to the topic.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.  The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation.  The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). These amendments modify the disclosure requirements in ASC Topic 820, Fair Value Measurements and Disclosure (“ASC 820”), on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. The Company adopted ASU 2018-13 on January 1, 2020.  However, as the Company did not have any Level 3 fair value measurements and/or other circumstances addressed in ASU 2018-13, adoption did not have a material effect on the Company’s financial statements or disclosures.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which changes how entities measure credit losses for most financial assets. This guidance requires an entity to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” which clarified that receivables arising from operating leases are within the scope of the leasing standard ASU 2016-02, “Leases (Topic 842),” not ASU 2016-13. The Company adopted this new standard on January 1, 2020.  In the event any of the Company’s leases ever were to be classified as sales-type or direct finance leases, it would become subject to the provisions of ASU 2016-13. However, the Company does not currently have any such leases, nor does it have a significant number of other financial instruments subject to the new standard. Therefore, adoption of ASU 2016-13 has not had, and is not currently expected to have, a material effect on the Company’s financial statements.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). The new standard creates ASC 842 and supersedes FASB ASC 840, Leases, which the Company adopted on January 1, 2019 along with related interpretations.

The adoption of the new Leases standard ASU 2016-02 generally had, and will continue to have, the following impacts on the Company:

ASC 842 requires a lessee to recognize right of use assets and lease obligation liabilities that arise from leases (operating and finance).  On January 1, 2019, the Company recognized $7.5 million of right of use assets and lease liabilities, within Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities on the Consolidated Balance Sheet.  The Company was not required to reassess the classification of existing land leases and therefore these leases continue to be accounted for as operating leases.  In the event the Company modifies existing land leases or enters into new land leases after adoption of the new standard, such leases may be classified as finance leases.  Business activity occurring subsequent to January 1, 2019, including the Company entering into an additional operating lease as lessee, has increased the balances of the right of use assets and lease liabilities to $44.5 million and $17.3 million respectively, as of December 31, 2020.
ASC 842 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases and operating leases. Based on its election of practical expedients, the Company’s existing retail leases, where it is the lessor, continue to be accounted for as operating leases under the new standard.  However, ASC 842 changed certain requirements regarding the classification of leases that could result in the Company recognizing certain long-term leases entered into or modified after January 1, 2019 as sales-type leases, as opposed to operating leases.
The Company elected an optional transition method that allows entities to initially apply ASC 842 at the adoption date (January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.  However, the Company ultimately did not have any cumulative-effect adjustment as of the adoption date.
The Company elected a practical expedient which allows lessors to not separate non-lease components from the lease component when the timing and pattern of transfer for the lease components and non-lease components are the same and if the lease component is classified as an operating lease.  As a result, the Company now presents all rentals and reimbursements from tenants as a single line item Rental Income within the Consolidated Statement of Operations and Comprehensive Income.
Under ASC 842, beginning on January 1, 2019, changes in the probability of collecting tenant rental income result in direct adjustments to rental income and tenant receivables.

Note 3 – Leases

Tenant Leases

The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants.  As of December 31, 2020, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term (excluding extension options) of approximately 9.7 years. A significant majority of its properties are leased to national tenants and approximately 67.5% of its annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.

Substantially all of the Company’s tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, the Company’s tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level.  Certain of the Company’s properties are subject to leases under which it retains responsibility for specific costs and expenses of the property.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

The Company’s leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term.  

The Company attempts to maximize the amount it expects to derive from the underlying real estate property following the end of the lease, to the extent it is not extended.  The Company maintains a proactive leasing program that, combined with the quality and locations of its properties, has made its properties attractive to tenants. The Company intends to continue to hold its properties for long-term investment and, accordingly, places a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance.  However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics.  As the classification of a lease is dependent on the fair value of its cash flows at lease commencement, the residual value of a property represents a significant assumption in its accounting for tenant leases.  

The Company has elected the practical expedient in ASC 842 on not separating non-lease components from associated lease components.  The lease and non-lease components combined as a result of this election largely include tenant rentals and maintenance charges, respectively. The Company applies the accounting requirements of ASC 842 to the combined component.

The following table includes information regarding contractual lease payments for the Company’s operating leases for which it is the lessor, for the years ended December 31, 2020 and 2019. (presented in thousands)

For the Year Ended December 31, 

2020

2019

    

Total lease payments

$

257,390

$

193,843

Less: Operating cost reimbursements and percentage rents

 

28,248

 

21,137

Total non-variable lease payments

$

229,142

$

172,706

At December 31, 2020, 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):

 

Year Ending December 31, 

    

2021

    

2022

    

2023

    

2024

    

2025

    

Thereafter

    

Total

Future non-variable lease payments

$

276,836

  

$

275,774

  

$

271,554

  

$

261,256

  

$

250,238

$

1,471,565

  

$

2,807,223

Deferred Revenue

As of December 31, 2020, and December 31, 2019, there was $6.1 million and $4.1 million, respectively, in deferred revenues resulting from rents paid in advance.

Land Lease Obligations

The Company is the lessee under land lease agreements for certain of its properties, most of which qualified as operating leases as of December 31, 2020. The Company’s land leases are net lease agreements and do not include variable lease payments. These leases 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. Land lease expense was $1.3 million, $1.2 million, and $0.6 million for the years ending December 31, 2020, 2019 and 2018, respectively.

In calculating its lease obligations under the 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.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

The Company has two land lease agreements that qualified as finance leases as of December 31, 2020 due to the existence of purchase options that are reasonably assured of being exercised. No lease or interest expenses are being incurred relating to these properties as all current and future rental payments have already been made.

The following tables include information on the Company’s land leases for which it is the lessee, for the years ending December 31, 2020 and December 31, 2019. (presented in thousands)

Year Ended

    

December 31, 2020

    

    

December 31, 2019

    

Operating lease costs

$

1,705

$

1,131

Variable lease costs

 

 

Total non-variable lease costs

$

1,705

$

1,131

Supplemental Disclosure

Right-of-use assets obtained in exchange for new operating lease liabilities

$

1,064

$

19,672

Right-of-use assets removed in exchange for real property

 

 

(3,025)

Right-of-use assets net change

$

1,064

$

16,647

Operating cash outflows on operating leases

$

1,069

$

1,073

Weighted-average remaining lease term - operating leases (years)

38.3

38.2

Weighted-average discount rate - operating leases

4.13

%

4.13

%

Maturity Analysis of Lease Liabilities (presented in thousands)

 

Year Ending December 31, 

    

2021

    

2022

    

2023

    

2024

    

2025

    

Thereafter

    

Total

Lease payments

$

1,033

  

$

1,026

  

$

1,031

  

$

1,031

  

$

1,031

$

30,036

  

$

35,188

Imputed interest

 

(685)

 

(676)

 

(661)

 

(645)

 

(629)

 

(15,025)

 

(18,321)

Total lease liabilities

$

348

  

$

350

  

$

370

  

$

386

  

$

402

$

15,011

  

$

16,867

Note 4 – Real Estate Investments

Real Estate Portfolio

As of December 31, 2020, the Company owned 1,129 properties, with a total gross leasable area (“GLA”) of approximately 22.7 million square feet. Net Real Estate Investments totaled $3.30 billion as of December 31, 2020. As of December 31, 2019, the Company owned 821 properties, with a total GLA of approximately 14.6 million square feet. Net Real Estate Investments totaled $2.22 billion as of December 31, 2019.

Acquisitions

During 2020, the Company purchased 317 retail net lease assets for approximately $1.31 billion, which includes acquisition and closing costs. These properties are located in 39 states and had a weighted average lease term of approximately 11.3 years.  The aggregate 2020 acquisitions were allocated approximately $386.9 million to land, $768.2 million to buildings and improvements, and $158.1 million to lease intangibles.

During 2019, the Company purchased 186 retail net lease assets for approximately $702.9 million, which includes acquisition and closing costs. These properties are located in 40 states and are leased for a weighted average lease term of approximately 11.7 years. The aggregate 2019 acquisitions were allocated approximately $195.8 million to land, $415.1 million to buildings and improvements, and $92.0 million to lease intangibles and other assets.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

The 2020 and 2019 acquisitions were substantially all cash purchases and there was no material contingent consideration associated with these acquisitions.

None of the Company’s investments during 2020 or 2019 caused any new or existing tenant to comprise 10% or more of the Company’s total assets or generate 10% or more of the Company’s total annualized contractual base rent at December 31, 2020 or 2019.

Developments

During 2020, the Company completed nine development or Partner Capital Solutions (“PCS”) projects.  During 2019, eight such projects were completed. At December 31, 2020, the Company had three development or PCS projects under construction.

Dispositions

During 2020, the Company sold real estate properties for net proceeds of $47.7 million and recorded a net gain of $8.0 million.

During 2019, the Company sold real estate properties for net proceeds of $65.5 million and recorded a net gain of $13.3 million.

During 2018, the Company sold real estate properties for net proceeds of $65.8 million and recorded a net gain of $11.2 million.

Provisions for Impairment

As a result of the Company’s review of Real Estate Investments it recognized real estate impairment charges of $4.1 million, $1.6 million and $2.3 million for the years ended December 31, 2020, 2019 and 2018, respectively.  The estimated fair value of the impaired real estate assets at their time of impairment during 2020, 2019 and 2018 was $11.9 million, $3.0 million and $17.3 million, respectively.  

Note 5 – Debt

As of December 31, 2020, the Company had total gross indebtedness of $1.23 billion, including (i) $33.4 million of mortgage notes payable; (ii) $240.0 million of unsecured term loans; (iii) $860.0 million of senior unsecured notes; and (iv) $92.0 million of borrowings under our Revolving Credit Facility.

Mortgage Notes Payable

As of December 31, 2020, the Company had total gross mortgage indebtedness of $33.4 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $40.0 million. Including mortgages that have been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.21% as of December 31, 2020 and 4.40% as of December 31, 2019.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

Mortgages payable consisted of the following:

    

December 31, 2020

    

December 31, 2019

(not presented in thousands)

(in thousands)

Note payable in monthly installments of $23,004, including interest at 6.24% per annum, extinguished in January 2020

$

$

2,775

 

 

  

Note payable in monthly installments of interest only at 3.60% per annum, with a balloon payment due January 2023

 

23,640

 

23,640

 

 

  

Note payable in monthly installments of $35,673, including interest at 5.01% per annum, with a balloon payment of $4,034,627 due September 2023

 

4,622

 

4,779

 

  

 

  

Note payable in monthly installments of $91,675 including interest at 6.27% per annum, with a final monthly payment due July 2026

 

5,172

 

5,921

 

  

 

  

Total principal

 

33,434

 

37,115

Unamortized debt issuance costs

 

(312)

 

(417)

Total

$

33,122

$

36,698

The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At December 31, 2020, there were no mortgage loans with partial recourse to the Company.

The Company has entered into mortgage loans that are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.

Unsecured Term Loan Facilities

The following table presents the Unsecured Term Loans balance net of unamortized debt issuance costs as of December 31, 2020 and 2019 (in thousands):

    

December 31, 2020

    

December 31, 2019

2023 Term Loan

$

40,000

$

40,000

2024 Term Loan Facilities

 

100,000

 

100,000

2026 Term Loan

 

100,000

 

100,000

Total Principal

 

240,000

 

240,000

Unamortized debt issuance costs

 

(2,151)

 

(2,597)

Total

$

237,849

$

237,403

In August 2016, the Company entered into a $20.3 million unsecured amortizing term loan that matured May 2019 and that was swapped to an all-in rate of 3.62% (the “2019 Term Loan”). The 2019 Term Loan was repaid in May 2019 at maturity.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

In July 2016, the Company completed a $40.0 million unsecured term loan facility that matures July 2023 (the “2023 Term Loan”). Borrowings under the 2023 Term Loan are priced at LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company entered into an interest rate swap agreement to fix LIBOR at 140 basis points until maturity. As of December 31, 2020, $40.0 million was outstanding under the 2023 Term Loan, which was subject to an all-in interest rate of 2.40%, including the swap.

The Credit Agreement, described below, extended the maturity dates of the $65.0 million unsecured term loan facility (the “$65 Million Term Loan”) and $35.0 million unsecured term loan facility (the “$35 Million Term Loan,” and together with the $65 Million Term Loan, the “2024 Term Loan Facilities”) to January 2024. In connection with entering into the Credit Agreement, the prior notes evidencing the existing $65 Million Term Loan and $35 Million Term Loan were canceled and new notes evidencing the 2024 Term Loan Facilities were executed. Borrowings under the unsecured 2024 Term Loan Facilities bear interest at a variable LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company utilized existing interest rate swap agreements to effectively fix LIBOR at 213 basis points until September 2020 for the $35 Million Term Loan and July 2021 for the $65 Million Term Loan.  Additional interest rate swap agreements were entered into to fix LIBOR at 143 basis points until maturity (refer to Note 9 – Derivative Instruments and Hedging Activity). As of December 31, 2020, $100.0 million was outstanding under the 2024 Term Loan Facilities, bearing an all-in interest rate of 3.13%, including the swaps. In December 2018, the Company entered into a $100.0 million unsecured term loan facility that matures January 2026 (the “2026 Term Loan”). Borrowings under the 2026 Term Loan are priced at LIBOR plus 145 to 240 basis points, depending on the Company’s credit rating. The Company entered into interest rate swap agreements to fix LIBOR at 266 basis points until maturity. As of December 31, 2020, $100.0 million was outstanding under the 2026 Term Loan, which was subject to an all-in interest rate of 4.26%, including the swaps.

Senior Unsecured Notes

The following table presents the Senior Unsecured Notes balance net of unamortized debt issuance costs and original issue discount as of December 31, 2020, and 2019 (in thousands):

    

December 31, 2020

    

December 31, 2019

2025 Senior Unsecured Notes

$

50,000

$

50,000

2027 Senior Unsecured Notes

 

50,000

 

50,000

2028 Senior Unsecured Notes

 

60,000

 

60,000

2029 Senior Unsecured Notes

 

100,000

 

100,000

2030 Senior Unsecured Notes

 

125,000

 

125,000

2030 Senior Unsecured Public Notes

350,000

2031 Senior Unsecured Notes

 

125,000

125,000

Total Principal

 

860,000

 

510,000

Unamortized debt issuance costs and original issue discount, net

 

(4,672)

 

(802)

Total

$

855,328

$

509,198

In May 2015, the Company and the Operating Partnership completed a private placement of $100.0 million principal amount of senior unsecured notes. The senior unsecured notes were sold in two series; $50.0 million of 4.16% notes due May 2025 (the “2025 Senior Unsecured Notes”) and $50.0 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”).

In July 2016, the Company and the Operating Partnership completed a private placement of $60.0 million aggregate principal amount of 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”).

In September 2017, the Company and the Operating Partnership completed a private placement of $100.0 million aggregate principal amount of 4.19% senior unsecured notes due September 2029 (the “2029 Senior Unsecured Notes”).

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities with institutional purchasers. Pursuant to the supplements, the Operating Partnership completed a private placement of $125.0 million aggregate principal amount of 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”).

In October 2019, the Company and the Operating Partnership closed on a private placement of $125.0 million of 4.47% senior unsecured notes due October 2031 (the “2031 Senior Unsecured Notes”).  In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100.0 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100.0 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125.0 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.

All of the senior unsecured notes described in the preceding paragraphs were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In August 2020, the Operating Partnership completed an underwritten public offering of $350.0 million aggregate principal amount of 2.900% Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership.  The terms of the 2030 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated August 17, 2020, 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.  The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350.0 million aggregate principal amount of 2030 Senior Unsecured Public Notes is 3.49%.

Senior Unsecured Revolving Credit Facility

In December 2019, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement (the “Credit Agreement”). The Credit Agreement provides for a $500.0 million unsecured revolving credit facility (the “Revolving Credit Facility”), a $65.0 million unsecured term loan facility and a $35.0 million unsecured term loan facility.  The Credit Agreement amended and restated in its entirety the Company’s previous credit agreement dated December 15, 2016.  

The Credit Agreement provides $600.0 million unsecured borrowing capacity, composed of the Revolving Credit Facility, which matures on January 15, 2024, as well as the 2024 Term Loan Facilities, which mature on January 15, 2024. Subject to certain terms and conditions set forth in the Agreement, the Company (i) may request additional lender commitments under any or all facilities of up to an additional aggregate of $500.0 million and (ii) may elect, for an additional fee, to extend the maturity date of the Revolving Credit Facility by six months up to two times, for a maximum maturity date of January 15, 2025. No amortization payments are required under the Credit Agreement, and interest is payable in arrears no less frequently than quarterly.

All borrowings under the Revolving Credit Facility (except for swing line loans) bear interest at a rate per annum equal to, at the option of the Company, (i) LIBOR plus a margin that is based upon the Company’s credit rating, or (ii) the Base Rate (which is defined as the greater of the rate of interest as publicly announced from time to time by PNC Bank, National Association, as its prime rate, the Federal Funds Open Rate plus 0.50%, or the Daily Eurodollar Rate plus 1.0%) plus a margin that is based upon the Company’s credit rating. The margins for the Revolving Credit Facility range in amount from 0.775% to 1.450% for LIBOR-based loans and 0.00% to 0.45% for Base Rate loans, depending on the Company’s credit rating. The margins for the Revolving Credit Facility are subject to improvement based on the Company’s leverage ratio, provided its credit rating meets a certain threshold.

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

Concurrent with the amendment and restatement of the Company’s Credit Agreement, certain conforming changes, including customary financial covenants, were made to the 2023 Term Loan and 2026 Term Loan.

The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014.  Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the revolving credit facility is less than $14.0 million.

Debt Maturities

The following table presents scheduled principal payments related to our debt as of December 31, 2020 (in thousands):

Scheduled

    

Balloon

    

Principal

Payment

Total

2021

$

998

$

$

998

2022

 

1,060

 

 

1,060

2023

 

1,102

 

67,656

 

68,758

2024 (1)

 

963

 

192,000

 

192,963

2025

1,026

50,000

51,026

Thereafter

 

629

 

910,000

 

910,629

Total scheduled principal payments

5,778

1,219,656

1,225,434

Original issue discount, net

(246)

(246)

Total

$

5,778

$

1,219,410

$

1,225,188

(1)The Revolving Credit Facility matures in January 2024, with options to extend the maturity as described under Senior Unsecured Revolving Credit Facility above. The Revolving Credit Facility had a balance of $92.0 million as of December 31, 2020.

Loan Covenants

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, 2020, 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, 2020.

Note 6 – Common and Preferred Stock

Common Stock Authorization

In April 2019, the Company’s stockholders approved an amendment to its charter to increase the total number of shares of common stock that the Company has the authority to issue from 45,000,000 shares to 90,000,000 shares.

Shelf Registration and Follow-on Public Offerings

The Company has filed with the SEC an automatic shelf registration statement on Form S-3, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

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 March 2018, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriters’ option to purchase an additional 450,000 shares of common stock, in connection with a forward sale agreement.  The offering, which included the full exercise of the underwriters’ option to purchase additional shares, was settled in its entirety in September 2018.  Upon settlement the Company issued 3,450,000 shares and received net proceeds of approximately $160.2 million after deducting fees and expenses.

In September 2018, the Company entered into a follow-on public offering of 3,500,000 shares of common stock in connection with a forward sale agreement (the “September 2018 Forward”).  The September 2018 Forward was settled in its entirety in April 2019.   Upon settlement the Company issued 3,500,000 shares and received net proceeds of approximately $186.0 million, after deducting fees and expenses.  

In April 2019, the Company entered into a follow-on public offering to sell an aggregate of 3,162,500 shares of common stock (the “April 2019 Forward”) which included the full exercise of the underwriters’ option to purchase an additional 412,500 shares of common stock. The April 2019 Forward was settled in its entirety in December  2019. Upon settlement, the Company issued 3,162,500 share of common stock and received net proceeds of approximately $195.8 million, after deducting fees and expenses.

In April 2020, the Company completed a follow-on public offering of 2,875,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 375,000 shares of common stock.  Upon closing, the Company issued 2,875,000 shares and received net proceeds of $170.4 million, after deducting fees and expenses.  

Also in April 2020, the Company entered into a follow-on public offering to sell an aggregate of 6,166,666 shares of common stock in connection with a forward sale agreement (the “April 2020 Forward”).  During the remainder of 2020, the Company settled the April 2020 Forward, realizing net proceeds of approximately $354.6 million, after deducting fees and expenses.  

Refer to Note 14 – Subsequent Events regarding the completion of a follow-on offering of common stock.

2018 ATM Program

In May 2018, the Company entered into a $250.0 million ATM program (the “2018 ATM Program”), through which the Company, from time to time sold shares of common stock and entered into forward sale agreements. During 2018 and 2019, the Company issued 3,057,263 and 886,768 shares of common stock, respectively, under the 2018 ATM Program, realizing net proceeds of approximately $180.3 million and $58.5 million, respectively.  The 2018 ATM Program was subsequently terminated, and no future issuances will occur under the 2018 ATM Program.

2019 ATM Program

In July 2019, the Company entered into a $400.0 million ATM program (the “2019 ATM Program”) through which the Company, from time to time, sold shares of common stock. During the third quarter of 2019, the Company issued 444,228 shares of common stock under the 2019 ATM Program, realizing net proceeds of $32.6 million. In addition to selling shares of common stock, the Company also entered into a forward sale agreement through the 2019 ATM Program, as described below.

During the fourth quarter of 2019, the Company entered into forward sale agreements in connection with the 2019 ATM Program to sell an aggregate of 2,003,118 shares of common stock. Additionally, during the first quarter of 2020, the Company entered into forward sale agreements in connection with the 2019 ATM Program to sell an aggregate of

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

3,169,754 shares of common stock. During 2020, the Company settled all forward sale agreements under the 2019 ATM Program realizing net proceeds of approximately $359.5 million.

The 2019 ATM Program was terminated simultaneously with the establishment of the 2020 ATM Program, which is discussed below. As a result, no future issuances will occur under the 2019 ATM Program.

2020 ATM Program

In March 2020, the Company entered into a new $400.0 million ATM program (the “2020 ATM Program”) through which the Company, from time to time, may sell shares of common stock. In addition to selling shares of common stock, the Company has entered into forward sale agreements through the 2020 ATM Program, as described below.

During 2020, the Company entered into forward sale agreements to sell an aggregate of 3,334,056 shares of common stock. The Company has since settled 204,074 shares of these forward sale agreements, realizing net proceeds of $12.5 million. The Company is required to settle the remaining outstanding shares of common stock under the 2020 ATM Program by various dates between May and December 2021.

After considering the 3,129,982 shares of common stock subject to forward sale agreements and including shares issued under the 2020 ATM Program, the Company had approximately $177.7 million of availability remaining under the 2020 ATM Program as of December 31, 2020.

Preferred Stock

During 2019, the Company redesignated and reclassified all 200,000 authorized but unissued shares of its Series A Junior Participating Preferred Stock as authorized but unissued and unclassified shares of preferred stock, par value $.0001 per share, of the Company without further designation. The number of preferred shares the Company has the authority to issue remains at 4,000,000, all of which are unclassified and undesignated.  As of December 31, 2020, there were no shares of preferred stock issued and outstanding.

Note 7 – Dividends and Distributions Payable

The Company declared dividends of $2.405, $2.280 and $2.155 per share during the years ended December 31, 2020, 2019 and 2018; the dividends have been reflected for federal income tax purposes as follows:

For the Year Ended December 31, 

    

2020

    

2019

    

2018

Ordinary Income

$

1.928

$

1.933

$

1.638

Return of Capital

 

0.477

 

0.347

 

0.517

Total

$

2.405

$

2.280

$

2.155

On December 1, 2020, the Company declared a dividend of $0.620 per share for the quarter ended December 31, 2020. The holders of Operating Partnership Units were entitled to an equal distribution per Operating Partnership Unit held as of December 22, 2019. The dividend 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. These amounts were paid on January 6, 2020.

Note 8 – Income Taxes (not presented in thousands)

Uncertain Tax Positions

The Company is subject to the provisions of Financial Accounting Standards Board ASC Topic 740-10 (“ASC 740-10”) and has analyzed its various federal and state filing positions. The Company believes that its income tax filing positions and deductions are documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. The

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

Company’s Federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2016. 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 2020, 2019 and 2018.

Deferred Taxes

As of December 31, 2018, the Company had accrued a deferred income tax liability in the amount of $475,000. This deferred income tax balance represents the federal and state tax effect of deferring income tax in 2007 on the sale of an asset under section 1031 of the Internal Revenue Code. This transaction was accrued within the Company’s TRS entities.  During 2019, the Company restructured its ownership of the TRS to which the deferred tax liability was related, resulting in a reversal of the previously accrued amount.

Income Tax Expense

During the years ended December 31, 2020, 2019 and 2018, the Company recognized net federal and state income tax expense of approximately $1,086,000, $538,000 and $516,000, 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 our 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.

Recent Activity

In February 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 $100.0 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 March 2021. In August 2020, the Company terminated the swap agreements upon the debt issuance, paying $7.3 million upon termination. See discussion of the 2030 Senior Unsecured Public Notes in Note 5 – Debt above.

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 $100.0 million of long-term debt.  The Company is hedging its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022.  As of December 31, 2020, these interest rate swaps were valued as an asset of approximately $2.3 million.

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 $100.0 million of long-term debt.  The Company is hedging its exposure to the variability in future cash flows for a forecasted

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

issuance of long-term debt over a maximum period ending February 2022.  As of December 31, 2020, these interest rate swaps were valued as a liability of approximately $0.2 million.

Prior Derivative Transactions

In September 2013, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35.0 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 1 month LIBOR and paid to the counterparty a fixed rate of 2.20%. This swap effectively converted $35.0 million of variable-rate borrowings to fixed-rate borrowings from October 3, 2013 to September 29, 2020.

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 $65.0 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 1 month LIBOR and pays to the counterparty a fixed rate of 2.09%. This swap effectively converts $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $0.8 million.

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 $40.0 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 1 month LIBOR and pays to the counterparty a fixed rate of 1.40%. This swap effectively converts $40.0 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $0.2 million.

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 $100.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.66%. This swap effectively converts $100.0 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $11.5 million.

In March 2019, 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 $100.0 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 of one year. In May, the Company terminated the swap agreements at the time of pricing the future debt issuance, receiving $0.8 million upon termination. See discussion of the 2031 Notes in Note 5 – Debt above.

In June 2019, 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 $100.0 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 March 2021. In August 2020, the Company terminated the swap agreements upon the debt issuance, paying $16.1 million upon termination. See discussion of the 2030 Senior Unsecured Public Notes in Note 5 – Debt above.

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 $65.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 1.4275%. This swap effectively converts $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2021 to January 12, 2024. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $2.0 million.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

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 $35.0 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 1 month LIBOR and pays to the counterparty a fixed rate of 1.4265%. This swap effectively converts $35.0 million of variable-rate borrowings to fixed-rate borrowings from September 29, 2020 to January 12, 2024. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $1.3 million.

Recognition

Companies are required to recognize 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.

On January 1, 2019, the Company adopted ASU No. 2017-12, “Targeted Improvements to Accounting for Hedging Activities,” which provided changes in hedge accounting recognition and presentation requirements. The Company now recognizes all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of Other Comprehensive Income (OCI), as opposed to previously recognizing the ineffective portion, if any, directly in earnings. Upon adoption, there were no adjustments to recognize relating to previously recorded derivatives transactions or amounts.  Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed rate financings or refinancings continue to be included in accumulated OCI during the term of the hedged debt transaction.

Amounts reported in accumulated OCI related to currently outstanding interest rate derivatives are recognized as an adjustment to interest expense as interest payments are made on the Company’s variable-rate debt. Realized gains or losses on settled derivative instruments included in accumulated OCI are recognized as an adjustment over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $6.5 million will be reclassified as an increase to interest expense.

The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):

Number of Instruments 1

Notional 1

December 31, 

December 31, 

December 31, 

December 31, 

Interest Rate Derivatives

    

2020

    

2019

    

2020

    

2019

Interest rate swap

 

16

 

15

$

505,000

$

440,000

1 Number of Instruments and total Notional disclosed includes all interest rate swap agreements outstanding at the balance sheet date, including forward-starting swaps prior to their effective date.

The table below presents the estimated fair value of the Company’s derivative financial instruments as well as their classification in the consolidated balance sheets (in thousands).

Asset Derivatives

December 31, 2020

December 31, 2019

    

Fair Value

    

Fair Value

Derivatives designated as cash flow hedges:

 

  

 

  

Other Assets, net

$

2,286

$

572

Liability Derivatives

December 31, 2020

December 31, 2019

    

Fair Value

    

Fair Value

Derivatives designated as cash flow hedges:

 

  

 

  

Accounts Payable, Accrued Expenses and Other Liabilities

$

16,985

$

7,943

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and other comprehensive loss for the years ended December 31, 2020, 2019 and 2018 (in thousands).

Location of Income/(Loss)

Amount of Income/(Loss)

Amount of Income/(Loss) Recognized

Reclassified from Accumulated

Reclassified from Accumulated

in OCI on Derivative

OCI into Income

OCI into Expense

Year Ended December 31, 

2020

    

2019

    

2018

    

2020

    

2019

    

2018

Interest rate swaps

$

(34,558)

$

(8,657)

$

193

Interest expense

$

4,562

$

(118)

$

(139)

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, 2020.

Credit Risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

As of December 31, 2020, the fair value of derivatives in a net liability position related to these agreements, which includes accrued interest but excludes any adjustment for nonperformance risk, was $16.2 million.

Although the derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both the Company and its counterparties under certain situations, the Company does not net its derivative fair values or any existing rights or obligations to cash collateral on the Consolidated Balance Sheets.

The table below presents a gross presentation of the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2020 and December 31, 2019. The gross amounts of derivative assets or liabilities can be reconciled to the Tabular Disclosure of Fair Values of Derivative Instruments above, which also provides the location that derivative assets and liabilities are presented on the Consolidated Balance Sheets (in thousands):

Offsetting of Derivative Assets

 

As of December 31, 2020

Gross Amounts

    

Net Amounts of

Offset in the

Assets presented

Gross Amounts Not Offset in the

Gross Amounts

    

Statement of

in the Statement

Statement of Financial Position

of Recognized

Financial

of Financial

    

Financial

    

Cash Collateral

    

Assets

    

Position

    

Position

    

Instruments

    

Received

    

Net Amount

Derivatives

$

2,286

$

$

2,286

$

(1,258)

$

$

1,028

Offsetting of Derivative Liabilities

 

As of December 31, 2020

Net Amounts of

 

Gross Amounts

 

Liabilities

 

Offset in the

 

presented in the

 

Gross Amounts Not Offset in the

 

Gross Amounts

 

Statement of

 

Statement of

 

Statement of Financial Position

 

of Recognized

 

Financial

 

Financial

 

Financial

 

Cash Collateral

    

Liabilities

    

Position

    

Position

    

Instruments

    

Posted

    

Net Amount

Derivatives

$

16,985

$

$

16,985

$

(1,258)

$

$

15,727

Offsetting of Derivative Assets

F-32

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

 

As of December 31, 2019

Gross Amounts

Net Amounts of

 

Offset in the

 

Assets presented

 

Gross Amounts Not Offset in the

 

Gross Amounts

 

Statement of

 

in the Statement

 

Statement of Financial Position

 

of Recognized

 

Financial

 

of Financial

 

Financial

 

Cash Collateral

    

Assets

    

Position

    

Position

    

Instruments

    

Received

    

Net Amount

Derivatives

$

572

$

$

572

$

(572)

$

$

Offsetting of Derivative Liabilities

 

As of December 31, 2019

Net Amounts of

 

Gross Amounts

 

Liabilities

 

Offset in the

 

presented in the

 

Gross Amounts Not Offset in the

 

Gross Amounts

 

Statement of

 

Statement of

 

Statement of Financial Position

 

of Recognized

 

Financial

 

Financial

 

Financial

 

Cash Collateral

    

Liabilities

    

Position

    

Position

    

Instruments

    

Posted

    

Net Amount

Derivatives

$

7,943

$

$

7,943

$

(572)

$

$

7,371

Note 10 – Fair Value Measurements

Assets and Liabilities Measured at Fair Value

The Company accounts for fair values in accordance with ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls, is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

F-33

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

Derivative Financial Instruments

Currently, 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, 2020, 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, 2020 and December 31, 2019 (in thousands):

    

Total Fair Value

    

Level 2

December 31, 2020

Derivative assets - interest rate swaps

$

2,286

$

2,286

Derivative liabilities - interest rate swaps

$

16,985

$

16,985

December 31, 2019

Derivative assets - interest rate swaps

$

572

$

572

Derivative liabilities - interest rate swaps

$

7,943

$

7,943

Other Financial Instruments

The carrying values of cash and cash equivalents, 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 our 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, which is a Level 2 non-recurring measurement, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Fixed rate debt (including variable rate debt swapped to fixed, excluding the value of the derivatives) with carrying values of $1.13 billion and $783.3 million as of December 31, 2020 and December 31, 2019, respectively, had fair values of approximately $1.28 billion and $817.7 million, respectively. Variable rate debt’s fair value is estimated to be equal to the carrying values of $92.0 million and $89.0 million as of December 31, 2020 and December 31, 2019, respectively.

F-34

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

Note 11 – Equity Incentive Plan

In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”), which replaced the Agree Realty Corporation 2014 Omnibus Equity Incentive Plan (the “2014 Plan”). The 2020 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 700,000 shares of the Company’s common stock. All subsequent awards of equity or equity rights will be granted under the 2020 Plan, and no further awards will be made under the 2014 Plan. As of December 31, 2020, 695,459 shares of common stock were available for issuance under the 2020 Plan.

Restricted Stock

Share of restricted common stock (“restricted shares”) has been granted to certain employees.

The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The restricted shares vest over a five-year period based on continued service to the Company.

The Company estimates the fair value of restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis or amount vested, if greater, over the appropriate vesting period. During 2020, 2019 and 2018 the Company recognized $3.2 million, $3.0 million and $2.7 million, respectively, of expense relating to restricted stock grants.  

As of December 31, 2020, there was $7.9 million of unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 3.2 years. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The intrinsic value of restricted shares redeemed was $1.6 million, $1.4 million and $1.1 million for the years ended December 31, 2020, 2019 and 2018, respectively.

F-35

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

Restricted share activity is summarized as follows:

    

Shares

    

Weighted Average

Outstanding

Grant Date

(in thousands)

Fair Value

Unvested restricted stock at December 31, 2017

 

227

$

39.47

Restricted stock granted

 

57

$

48.85

Restricted stock vested

 

(71)

$

36.06

Restricted stock forfeited

 

(1)

$

48.28

Unvested restricted stock at December 31, 2018

 

212

$

42.74

Restricted stock granted

 

54

$

65.85

Restricted stock vested

 

(70)

$

39.55

Restricted stock forfeited

 

(2)

$

54.08

Unvested restricted stock at December 31, 2019

 

194

$

50.71

Restricted stock granted

 

52

$

78.43

Restricted stock vested

(68)

$

45.78

Restricted stock forfeited

 

(3)

$

63.80

Unvested restricted stock at December 31, 2020

 

175

$

60.53

Performance Units and Shares

Performance units were granted to certain executive officers during the year ended December 31, 2020 and 2019, while performance shares were granted prior to those years. Performance units or shares are subject to a three-year performance period, at the conclusion of which shares awarded are to be determined by the Company’s total shareholder return compared to the constituents of the MSCI US REIT Index and a defined peer group. 50% of the award is based upon the total shareholder return percentile rank versus the constituents in the MSCI US REIT index for the three-year performance period; and 50% of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period. Vesting of the performance units and shares following their issuance will occur ratably over a three-year period, with the initial vesting occurring immediately following the conclusion of the performance period such that all units and shares vest within five years of the original award date.  

The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation expense is amortized on an attribution method over a five-year period. Compensation expense related to performance units or shares is determined at the grant date and is not adjusted throughout the measurement or vesting periods.

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), (iii) dividend yield (based on the most recently paid dividend at the grant date) and (iv) risk-free rate (interpolated based on 2-and 3- year rates). During the years ended December 31, 2020, 2019  and 2018 the following assumptions were used:

Year Ended December 31, 

2020

2019

2018

Expected term (years)

2.9

2.9

2.9

Volatility

18.4

%

19.7

%

19.1

%

Dividend yield

2.9

%

3.4

%

4.4

%

Risk-free rate

1.3

%

2.5

%

2.4

%

F-36

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

During the years ended December 31, 2020, 2019 and 2018, the Company recognized $1.5 million, $0.9 million and $0.3 million, respectively, of expense related to performance units and shares.  As of December 31, 2020, there was $3.3 million of total unrecognized compensation costs related to the outstanding performance units and shares, which is expected to be recognized over a weighted average period of 3.1 years.  The Company used 0% for the forfeiture rate for determining the fair value of performance shares.

Performance share and unit activity is summarized as follows:

    

Target Number

    

Weighted Average

of Awards

Grant Date

(in thousands)

Fair Value

Performance shares at December 31, 2017

 

$

Performance shares granted

31

$

55.29

Performance shares at December 31, 2018

 

31

$

55.29

Performance shares granted

30

$

66.96

Performance units and shares at December 31, 2019

 

61

$

61.04

Performance units granted

 

26

$

90.17

Performance units and shares at December 31, 2020

87

$

69.61

 

Note 12 – Profit-Sharing Plan

The Company has a discretionary profit-sharing plan whereby it contributes to the plan such amounts as the Board of Directors of the Company determines. The participants in the plan cannot make any contributions to the plan. Contributions to the plan are allocated to the employees based on their percentage of compensation to the total compensation of all employees for the plan year. Participants in the plan become fully vested after six years of service. No contributions were made to the plan in 2020, 2019, or 2018.

Note 13 – Commitments and Contingencies

In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.

Note 14 – Subsequent Events

In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to December 31, 2020 through the date on which these financial statements were issued to determine whether any of these events required disclosure in the financial statements.

In January 2021, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriters’ option to purchase an additional 450,000 shares of common stock.  The offering resulted in net proceeds to the Company of approximately $221.4 million, after deducting the estimated offering expenses payable by the Company.

There were no other reportable subsequent events or transactions.

F-37

Table of Contents

8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2020

F-38

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Real Estate Held for Investment

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Borman Center, MI

550,000

562,404

1,087,596

550,000

1,650,000

2,200,000

1,650,000

1977

40 Years

Capital Plaza, KY

7,379

2,240,607

8,565,632

7,379

10,806,239

10,813,618

1,354,254

1978

40 Years

Grayling Plaza, MI

200,000

1,778,657

130,064

200,000

1,908,721

2,108,721

1,579,666

1984

40 Years

Omaha Store, NE

150,000

150,000

150,000

1995

Wichita Store, KS

1,039,195

1,690,644

(48,910)

1,139,677

1,541,252

2,680,929

975,011

1995

40 Years

Monroeville, PA

6,332,158

2,249,724

(2,121,692)

3,153,890

3,306,300

6,460,190

1,365,185

1996

40 Years

Boynton Beach, FL

1,534,942

2,043,122

3,717,733

1,534,942

5,760,855

7,295,797

1,746,509

1996

40 Years

Chesterfield Township, MI

1,350,590

1,757,830

(46,164)

1,350,590

1,711,666

3,062,256

963,394

1998

40 Years

Pontiac, MI

1,144,190

1,808,955

(89,989)

1,144,190

1,718,966

2,863,156

946,763

1998

40 Years

Mt Pleasant Shopping Ctr, MI

907,600

8,081,968

5,726,513

1,872,803

12,843,278

14,716,081

4,749,377

1998

40 Years

Rochester, MI

2,438,740

2,188,050

1,950

2,438,740

2,190,000

4,628,740

1,177,103

1999

40 Years

Ypsilanti, MI

2,050,000

2,222,097

(3,494,709)

777,388

777,388

1999

Petoskey, MI

2,332,473

2,006,589

2,005,410

2,333,652

4,339,062

1,205,630

2000

40 Years

Flint, MI

2,026,625

1,879,700

(1,200)

2,026,625

1,878,500

3,905,125

939,258

2000

40 Years

Flint, MI

1,477,680

2,241,293

1,477,680

2,241,293

3,718,973

1,113,638

2001

40 Years

New Baltimore, MI

1,250,000

2,285,781

(16,503)

1,250,000

2,269,278

3,519,278

1,099,357

2001

40 Years

Flint, MI

1,698,175

1,729,851

1,798,091

660

1,729,851

1,798,751

3,528,602

841,252

2002

40 Years

Indianapolis, IN

180,000

1,117,617

108,551

180,000

1,226,168

1,406,168

551,561

2002

40 Years

Big Rapids, MI

1,201,675

2,014,107

(2,000)

1,201,675

2,012,107

3,213,782

892,915

2003

40 Years

Flint, MI

471,272

(201,809)

269,463

269,463

166,120

2003

40 Years

Canton Twp, MI

1,550,000

2,132,096

23,021

1,550,000

2,155,117

3,705,117

920,362

2003

40 Years

Flint, MI

1,968,154

1,537,400

1,961,674

1,537,400

1,961,674

3,499,074

825,619

2004

40 Years

Albion, NY

1,900,000

3,037,864

1,900,000

3,037,864

4,937,864

1,224,644

2004

40 Years

Flint, MI

1,504,683

1,029,000

2,165,463

(6,666)

1,029,000

2,158,797

3,187,797

870,221

2004

40 Years

Lansing, MI

785,000

348,501

3,045

785,000

351,546

1,136,546

144,976

2004

40 Years

Boynton Beach, FL

1,569,000

2,363,524

3,943,404

1,569,000

6,306,928

7,875,928

1,762,990

2004

40 Years

Roseville, MI

1,771,000

2,327,052

395

1,771,000

2,327,447

4,098,447

879,970

2005

40 Years

Mt Pleasant, MI

1,075,000

1,432,390

4,787

1,075,000

1,437,177

2,512,177

541,920

2005

40 Years

N Cape May, NJ

1,075,000

1,430,092

495

1,075,000

1,430,587

2,505,587

539,446

2005

40 Years

Summit Twp, MI

998,460

1,336,357

12,686

998,460

1,349,043

2,347,503

481,463

2006

40 Years

Livonia, MI

1,200,000

3,441,694

817,589

1,200,000

4,259,283

5,459,283

1,416,958

2007

40 Years

Barnesville, GA

932,500

2,091,514

5,490

932,500

2,097,004

3,029,504

692,417

2007

40 Years

East Lansing, MI

240,000

54,531

(52,752)

240,000

1,779

241,779

12,446

2007

40 Years

Macomb Township, MI

424,222

424,222

424,222

2008

Brighton, MI

1,365,000

2,802,036

5,615

1,365,000

2,807,651

4,172,651

830,519

2009

40 Years

Southfield, MI

1,483,000

1,200,000

125,616

2,063

1,200,000

127,679

1,327,679

35,769

2009

40 Years

Atchison, KS

943,750

3,021,672

823,170

3,142,252

3,965,422

823,333

2010

40 Years

F-39

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Johnstown, OH

485,000

2,799,502

485,000

2,799,502

3,284,502

734,870

2010

40 Years

Lake in the Hills, IL

2,135,000

3,328,560

1,690,000

3,773,560

5,463,560

984,999

2010

40 Years

Concord, NC

7,676,305

7,676,305

7,676,305

2010

Antioch, IL

1,087,884

1,087,884

1,087,884

2010

Mansfield, CT

700,000

1,902,191

508

700,000

1,902,699

2,602,699

481,619

2010

40 Years

Spring Grove, IL

2,313,000

1,191,199

968

1,192,167

1,192,167

2010

Tallahassee, FL

1,628,000

1,482,462

1,482,462

1,482,462

372,157

2010

40 Years

Wilmington, NC

2,186,000

1,500,000

1,348,591

1,500,000

1,348,591

2,848,591

331,530

2011

40 Years

Marietta, GA

900,000

575,000

696,297

6,359

575,000

702,656

1,277,656

166,804

2011

40 Years

Baltimore, MD

2,534,000

2,610,430

(3,447)

2,606,983

2,606,983

2011

Dallas, TX

1,844,000

701,320

778,905

1,042,730

701,320

1,821,635

2,522,955

417,980

2011

40 Years

Chandler, AZ

332,868

793,898

360

332,868

794,258

1,127,126

183,710

2011

40 Years

New Lenox, IL

1,422,488

1,422,488

1,422,488

2011

Roseville, CA

4,752,000

2,800,000

3,695,455

(96,364)

2,695,636

3,703,455

6,399,091

864,076

2011

40 Years

Fort Walton Beach, FL

1,768,000

542,200

1,958,790

88,778

542,200

2,047,568

2,589,768

458,176

2011

40 Years

Leawood, KS

989,622

3,003,541

16,197

989,622

3,019,738

4,009,360

679,438

2011

40 Years

Salt Lake City, UT

6,810,104

(44,416)

6,765,688

6,765,688

1,557,752

2011

40 Years

Burton, MI

80,000

80,000

80,000

2011

Macomb Township, MI

1,793,000

1,605,134

1,605,134

1,605,134

2012

Madison, AL

1,552,000

675,000

1,317,927

675,000

1,317,927

1,992,927

296,533

2012

40 Years

Walker, MI

887,000

219,200

1,024,738

219,200

1,024,738

1,243,938

224,161

2012

40 Years

Portland, OR

7,969,403

161

7,969,564

7,969,564

2012

Cochran, GA

365,714

2,053,726

365,714

2,053,726

2,419,440

436,418

2012

40 Years

Baton Rouge, LA

1,188,322

1,188,322

1,188,322

254,994

2012

40 Years

Southfield, MI

1,178,215

1,178,215

1,178,215

2012

Clifton Heights, PA

2,543,941

3,038,561

(3,105)

2,543,941

3,035,456

5,579,397

641,875

2012

40 Years

Newark, DE

2,117,547

4,777,516

(4,881)

2,117,547

4,772,635

6,890,182

1,009,277

2012

40 Years

Vineland, NJ

4,102,710

1,501,854

7,986

4,102,710

1,509,840

5,612,550

319,272

2012

40 Years

Fort Mill, SC

750,000

1,187,380

750,000

1,187,380

1,937,380

249,844

2012

40 Years

Spartanburg, SC

250,000

765,714

4,387

250,000

770,101

1,020,101

161,859

2012

40 Years

Springfield, IL

302,520

653,654

34,135

302,520

687,789

990,309

140,483

2012

40 Years

Jacksonville, NC

676,930

1,482,748

(150,000)

676,930

1,332,748

2,009,678

305,155

2012

40 Years

Morrow, GA

525,000

1,383,489

(99,849)

525,000

1,283,640

1,808,640

265,376

2012

40 Years

Charlotte, NC

1,822,900

3,531,275

(570,844)

1,822,900

2,960,431

4,783,331

606,697

2012

40 Years

Lyons, GA

121,627

2,155,635

(103,392)

121,627

2,052,243

2,173,870

414,560

2012

40 Years

Fuquay-Varina, NC

2,042,225

1,763,768

(255,778)

2,042,225

1,507,990

3,550,215

305,273

2012

40 Years

Minneapolis, MN

1,088,015

345,958

(607,338)

826,635

826,635

2012

F-40

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Lake Zurich, IL

780,974

7,909,277

46,509

780,974

7,955,786

8,736,760

1,597,257

2012

40 Years

Harlingen, TX

430,000

1,614,378

12,854

430,000

1,627,232

2,057,232

325,445

2012

40 Years

Pensacola, FL

650,000

1,165,415

23,957

650,000

1,189,372

1,839,372

235,999

2012

40 Years

Venice, FL

1,300,196

4,892

1,305,088

1,305,088

2012

St. Joseph, MO

377,620

7,639,521

377,620

7,639,521

8,017,141

1,511,988

2013

40 Years

Statham, GA

191,919

3,851,073

191,919

3,851,073

4,042,992

762,190

2013

40 Years

North Las Vegas, NV

214,552

717,435

28,999

214,552

746,434

960,986

143,661

2013

40 Years

Memphis, TN

322,520

748,890

322,520

748,890

1,071,410

146,661

2013

40 Years

Rancho Cordova, CA

1,339,612

1,339,612

1,339,612

2013

Kissimmee, FL

1,453,500

971,683

1,453,500

971,683

2,425,183

188,264

2013

40 Years

Pinellas Park, FL

2,625,000

874,542

4,163

2,625,000

878,705

3,503,705

166,516

2013

40 Years

Manchester, CT

397,800

325,705

397,800

325,705

723,505

62,428

2013

40 Years

Rapid City, SD

1,017,800

2,348,032

1,379

1,017,800

2,349,411

3,367,211

447,708

2013

40 Years

Chicago, IL

272,222

649,063

2,451

272,222

651,514

923,736

123,421

2013

40 Years

Brooklyn, OH

3,643,700

15,079,714

953,195

3,643,700

16,032,909

19,676,609

2,859,907

2013

40 Years

Madisonville, TX

96,680

1,087,642

18,200

96,680

1,105,842

1,202,522

206,470

2013

40 Years

Forest, MS

1,298,176

21,925

1,320,101

1,320,101

248,013

2013

40 Years

Sun Valley, NV

308,495

1,373,336

(51,008)

253,495

1,377,328

1,630,823

252,440

2013

40 Years

Rochester, NY

2,500,000

7,398,639

2,017

2,500,000

7,400,656

9,900,656

1,348,967

2013

40 Years

Allentown, PA

2,525,051

7,896,613

672,368

2,525,051

8,568,981

11,094,032

1,483,331

2013

40 Years

Casselberry, FL

1,804,000

793,101

(2,906)

1,804,000

790,195

2,594,195

146,945

2013

40 Years

Berwyn, IL

186,791

933,959

32,885

186,791

966,844

1,153,635

166,721

2013

40 Years

Grand Forks, ND

1,502,609

2,301,337

1,801,028

1,502,609

4,102,365

5,604,974

727,503

2013

40 Years

Ann Arbor, MI

3,000,000

4,595,757

277,040

3,000,000

4,872,797

7,872,797

862,267

2013

40 Years

Joplin, MO

1,208,225

1,160,843

1,208,225

1,160,843

2,369,068

207,983

2013

40 Years

Red Bay, AL

38,981

2,528,437

3,856

38,981

2,532,293

2,571,274

390,381

2014

40 Years

Birmingham, AL

230,106

231,313

(297)

230,106

231,016

461,122

35,135

2014

40 Years

Birmingham, AL

245,234

251,339

(324)

245,234

251,015

496,249

38,176

2014

40 Years

Birmingham, AL

98,271

179,824

98,271

179,824

278,095

27,349

2014

40 Years

Birmingham, AL

235,641

127,477

(313)

235,641

127,164

362,805

19,341

2014

40 Years

Montgomery, AL

325,389

217,850

325,389

217,850

543,239

33,132

2014

40 Years

Littleton, CO

4,622,391

819,000

8,756,266

(3,896,431)

819,000

4,859,835

5,678,835

1,336,200

2014

40 Years

St Petersburg, FL

1,225,000

1,025,247

6,592

1,225,000

1,031,839

2,256,839

173,845

2014

40 Years

St Augustine, FL

200,000

1,523,230

200,000

1,523,230

1,723,230

238,004

2014

40 Years

East Palatka, FL

730,000

575,236

6,911

730,000

582,147

1,312,147

90,919

2014

40 Years

Pensacola, FL

136,365

398,773

136,365

398,773

535,138

60,647

2014

40 Years

Jacksonville, FL

299,312

348,862

12,497

299,312

361,359

660,671

54,175

2014

40 Years

F-41

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Fort Oglethorpe, GA

1,842,240

2,844,126

20,442

1,842,240

2,864,568

4,706,808

495,044

2014

40 Years

New Lenox, IL

2,010,000

6,206,252

107,873

2,010,000

6,314,125

8,324,125

976,406

2014

40 Years

Rockford, IL

303,395

2,436,873

(15,000)

303,395

2,421,873

2,725,268

379,918

2014

40 Years

Terre Haute, IN

103,147

2,477,263

32,376

103,147

2,509,639

2,612,786

375,108

2014

40 Years

Junction City, KS

78,271

2,504,294

(30,565)

78,271

2,473,729

2,552,000

375,684

2014

40 Years

Baton Rouge, LA

226,919

347,691

226,919

347,691

574,610

52,878

2014

40 Years

Lincoln Park, MI

543,303

1,408,544

78,362

543,303

1,486,906

2,030,209

248,191

2014

40 Years

Novi, MI

1,803,857

1,488,505

22,490

1,803,857

1,510,995

3,314,852

226,615

2014

40 Years

Bloomfield Hills, MI

1,340,000

2,003,406

470,485

1,341,900

2,471,991

3,813,891

404,762

2014

40 Years

Jackson, MS

256,789

172,184

256,789

172,184

428,973

26,187

2014

40 Years

Irvington, NJ

315,000

1,313,025

315,000

1,313,025

1,628,025

221,571

2014

40 Years

Jamestown, ND

234,545

1,158,486

8,499

234,545

1,166,985

1,401,530

179,861

2014

40 Years

Toledo, OH

500,000

1,372,363

(12)

500,000

1,372,351

1,872,351

231,583

2014

40 Years

Toledo, OH

213,750

754,675

213,750

754,675

968,425

121,063

2014

40 Years

Toledo, OH

168,750

785,000

16,477

168,750

801,477

970,227

128,399

2014

40 Years

Mansfield, OH

306,000

725,600

306,000

725,600

1,031,600

116,398

2014

40 Years

Orville, OH

344,250

716,600

344,250

716,600

1,060,850

114,954

2014

40 Years

Calcutta, OH

208,050

758,750

1,462

208,050

760,212

968,262

121,875

2014

40 Years

Columbus, OH

1,136,250

1,593,792

1,590,997

1,139,045

2,730,042

180,117

2014

40 Years

Tulsa, OK

459,148

640,550

(13,336)

459,148

627,214

1,086,362

107,409

2014

40 Years

Ligonier, PA

330,000

5,021,849

(9,500)

330,000

5,012,349

5,342,349

804,577

2014

40 Years

Limerick, PA

369,000

369,000

369,000

2014

Harrisburg, PA

124,757

1,446,773

11,175

124,757

1,457,948

1,582,705

218,610

2014

40 Years

Anderson, SC

781,200

4,441,535

261,624

775,732

4,708,627

5,484,359

804,333

2014

40 Years

Easley, SC

332,275

268,612

332,275

268,612

600,887

40,852

2014

40 Years

Spartanburg, SC

141,307

446,706

141,307

446,706

588,013

67,937

2014

40 Years

Spartanburg, SC

94,770

261,640

94,770

261,640

356,410

39,791

2014

40 Years

Columbia, SC

303,932

1,221,964

(13,830)

303,932

1,208,134

1,512,066

184,336

2014

40 Years

Alcoa, TN

329,074

270,719

329,074

270,719

599,793

41,172

2014

40 Years

Knoxville, TN

214,077

286,037

214,077

286,037

500,114

43,502

2014

40 Years

Red Bank, TN

229,100

302,146

229,100

302,146

531,246

45,950

2014

40 Years

New Tazewell, TN

91,006

328,561

5,074

91,006

333,635

424,641

50,038

2014

40 Years

Maryville, TN

94,682

1,529,621

57,945

94,682

1,587,566

1,682,248

233,164

2014

40 Years

Morristown, TN

46,404

801,506

4,990

46,404

806,496

852,900

120,966

2014

40 Years

Clinton, TN

69,625

1,177,927

11,564

69,625

1,189,491

1,259,116

178,412

2014

40 Years

Knoxville, TN

160,057

2,265,025

226,291

160,057

2,491,316

2,651,373

355,894

2014

40 Years

Sweetwater, TN

79,100

1,009,290

6,740

79,100

1,016,030

1,095,130

152,392

2014

40 Years

F-42

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

McKinney, TX

2,671,020

6,785,815

100,331

2,671,020

6,886,146

9,557,166

1,119,386

2014

40 Years

Forest VA

282,600

956,027

282,600

956,027

1,238,627

155,353

2014

40 Years

Colonial Heights, VA

547,692

1,059,557

(5,963)

547,692

1,053,594

1,601,286

160,237

2014

40 Years

Glen Allen, VA

590,101

1,129,495

(6,867)

590,101

1,122,628

1,712,729

170,737

2014

40 Years

Burlington, WA

610,000

3,647,279

(4,602)

610,000

3,642,677

4,252,677

555,379

2014

40 Years

Wausau, WI

909,092

1,405,899

44,222

909,092

1,450,121

2,359,213

234,845

2014

40 Years

Foley AL

305,332

506,203

3,680

305,332

509,883

815,215

77,042

2015

40 Years

Sulligent, AL

58,803

1,085,906

(442,000)

58,803

643,906

702,709

141,721

2015

40 Years

Eutaw, AL

103,746

1,212,006

(392,065)

103,746

819,941

923,687

162,290

2015

40 Years

Tallassee, AL

154,437

850,448

11,125

154,437

861,573

1,016,010

122,767

2015

40 Years

Orange Park, AL

649,652

1,775,000

649,652

1,775,000

2,424,652

236,667

2015

40 Years

Aurora, CO

976,865

1,999,651

1,743

976,865

2,001,394

2,978,259

254,340

2015

40 Years

Pace, FL

37,860

524,400

6,970

37,860

531,370

569,230

77,931

2015

40 Years

Pensacola, FL

309,607

775,084

(25)

309,607

775,059

1,084,666

114,455

2015

40 Years

Freeport, FL

312,615

1,277,386

312,615

1,277,386

1,590,001

175,641

2015

40 Years

Glenwood, GA

29,489

1,027,370

(416,000)

29,489

611,370

640,859

129,439

2015

40 Years

Albany, GA

47,955

641,123

47,955

641,123

689,078

92,081

2015

40 Years

Belvidere, IL

184,136

644,492

184,136

644,492

828,628

92,533

2015

40 Years

Peru, IL

380,254

2,125,498

380,254

2,125,498

2,505,752

278,972

2015

40 Years

Davenport, IA

776,366

6,623,542

(150,000)

776,366

6,473,542

7,249,908

906,987

2015

40 Years

Buffalo Center, IA

159,353

700,460

159,353

700,460

859,813

94,854

2015

40 Years

Sheffield, IA

131,794

729,543

131,794

729,543

861,337

98,792

2015

40 Years

Lenexa, KS

303,175

2,186,864

303,175

2,186,864

2,490,039

273,358

2015

40 Years

Tompkinsville , KY

70,252

1,132,033

(181,000)

70,252

951,033

1,021,285

151,668

2015

40 Years

Hazard, KY

8,392,841

13,731,648

(16,857)

8,375,591

13,732,041

22,107,632

1,716,501

2015

40 Years

Portland, MA

3,831,860

3,172

3,835,032

3,835,032

527,277

2015

40 Years

Flint, MI

120,078

2,561,015

20,490

120,078

2,581,505

2,701,583

322,688

2015

40 Years

Hutchinson, MN

67,914

720,799

67,914

720,799

788,713

97,608

2015

40 Years

Lowry City, MO

103,202

614,065

103,202

614,065

717,267

84,434

2015

40 Years

Branson, MO

564,066

940,585

175

564,066

940,760

1,504,826

121,514

2015

40 Years

Branson, MO

721,135

717,081

940

721,135

718,021

1,439,156

92,737

2015

40 Years

Enfield, NH

93,628

1,295,320

52,741

93,628

1,348,061

1,441,689

195,495

2015

40 Years

Marietta, OH

319,157

1,225,026

319,157

1,225,026

1,544,183

176,039

2015

40 Years

Lorain, OH

293,831

1,044,956

293,831

1,044,956

1,338,787

148,036

2015

40 Years

Franklin, OH

264,153

1,191,777

264,153

1,191,777

1,455,930

166,352

2015

40 Years

Elyria, OH

82,023

910,404

82,023

910,404

992,427

125,180

2015

40 Years

Elyria, OH

126,641

695,072

126,641

695,072

821,713

95,572

2015

40 Years

F-43

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Bedford Heights, OH

226,920

959,528

21,900

226,920

981,428

1,208,348

132,126

2015

40 Years

Newburgh Heights, OH

224,040

959,099

224,040

959,099

1,183,139

129,878

2015

40 Years

Warrensville Heights, OH

186,209

920,496

4,900

186,209

925,396

1,111,605

126,651

2015

40 Years

Heath, OH

325,381

757,994

135

325,381

758,129

1,083,510

97,924

2015

40 Years

Lima, OH

335,386

592,154

2,833

335,386

594,987

930,373

74,255

2015

40 Years

Elk City, OK

45,212

1,242,220

45,212

1,242,220

1,287,432

173,393

2015

40 Years

Salem, OR

1,450,000

2,951,167

1,346,640

1,450,000

4,297,807

5,747,807

537,229

2015

40 Years

Westfield, PA

47,346

1,117,723

10,973

47,346

1,128,696

1,176,042

165,595

2015

40 Years

Altoona, PA

555,903

9,489,791

1,017

555,903

9,490,808

10,046,711

1,245,653

2015

40 Years

Grindstone, PA

288,246

500,379

10,151

288,246

510,530

798,776

63,344

2015

40 Years

Blythewood, SC

475,393

878,586

475,393

878,586

1,353,979

127,139

2015

40 Years

Columbia, SC

249,900

809,935

249,900

809,935

1,059,835

116,328

2015

40 Years

Liberty, SC

27,929

1,222,856

90

27,929

1,222,946

1,250,875

175,710

2015

40 Years

Blacksburg, SC

27,547

1,468,101

27,547

1,468,101

1,495,648

207,981

2015

40 Years

Easley, SC

51,325

1,187,506

51,325

1,187,506

1,238,831

165,756

2015

40 Years

Fountain Inn, SC

107,633

1,076,633

107,633

1,076,633

1,184,266

150,280

2015

40 Years

Walterboro, SC

21,414

1,156,820

21,414

1,156,820

1,178,234

161,472

2015

40 Years

Jackson, TN

277,000

495,103

2,263

277,000

497,366

774,366

62,077

2015

40 Years

Sweetwater, TX

626,578

652,127

626,578

652,127

1,278,705

96,460

2015

40 Years

Brenham, TX

355,486

17,280,895

581

355,486

17,281,476

17,636,962

2,448,170

2015

40 Years

Corpus Christi, TX

316,916

2,140,056

316,916

2,140,056

2,456,972

285,341

2015

40 Years

Harlingen, TX

126,102

869,779

126,102

869,779

995,881

115,971

2015

40 Years

Midland, TX

194,174

5,005,720

2,000

194,174

5,007,720

5,201,894

657,238

2015

40 Years

Rockwall, TX

578,225

1,768,930

210

578,225

1,769,140

2,347,365

221,138

2015

40 Years

Princeton, WV

111,653

1,029,090

111,653

1,029,090

1,140,743

147,869

2015

40 Years

Martinsburg, WV

620,892

943,163

620,892

943,163

1,564,055

117,895

2015

40 Years

Grand Chute, WI

2,766,417

7,084,942

296,308

2,766,417

7,381,250

10,147,667

1,024,160

2015

40 Years

New Richmond, WI

71,969

648,850

71,969

648,850

720,819

89,217

2015

40 Years

Ashland, WI

142,287

684,545

(153,000)

142,287

531,545

673,832

83,136

2015

40 Years

Baraboo, WI

142,563

653,176

142,563

653,176

795,739

88,451

2015

40 Years

Decatur, AL

337,738

510,706

337,738

510,706

848,444

53,199

2016

40 Years

Greenville, AL

203,722

905,780

9,911

203,722

915,691

1,119,413

91,526

2016

40 Years

Bullhead City, AZ

177,500

1,364,406

177,500

1,364,406

1,541,906

162,010

2016

40 Years

Page, AZ

256,982

1,299,283

256,982

1,299,283

1,556,265

154,290

2016

40 Years

Safford, AZ

349,269

1,196,307

349,269

1,196,307

1,545,576

131,972

2016

40 Years

Tucson, AZ

3,208,580

4,410,679

3,208,580

4,410,679

7,619,259

496,201

2016

40 Years

Bentonville, AR

610,926

897,562

170

610,926

897,732

1,508,658

106,632

2016

40 Years

F-44

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Sunnyvale, CA

7,351,903

4,638,432

194

7,351,903

4,638,626

11,990,529

531,355

2016

40 Years

Whittier, CA

4,237,918

7,343,869

4,237,918

7,343,869

11,581,787

841,485

2016

40 Years

Aurora, CO

847,349

834,301

7,770

847,349

842,071

1,689,420

83,430

2016

40 Years

Aurora, CO

1,132,676

5,716,367

77,550

1,132,676

5,793,917

6,926,593

579,039

2016

40 Years

Evergreen, CO

1,998,860

3,827,245

1,998,860

3,827,245

5,826,105

438,538

2016

40 Years

Lakeland, FL

61,000

1,227,037

61,000

1,227,037

1,288,037

127,816

2016

40 Years

Mt Dora, FL

1,678,671

3,691,615

340,000

1,678,671

4,031,615

5,710,286

435,748

2016

40 Years

North Miami Beach, FL

1,622,742

512,717

11,240

1,622,742

523,957

2,146,699

52,316

2016

40 Years

Orlando, FL

903,411

1,627,159

(24,843)

903,411

1,602,316

2,505,727

173,500

2016

40 Years

Port Orange, FL

1,493,863

3,114,697

1,493,863

3,114,697

4,608,560

356,892

2016

40 Years

Royal Palm Beach, FL

2,052,463

956,768

20,576

2,052,463

977,344

3,029,807

107,130

2016

40 Years

Sarasota, FL

1,769,175

3,587,992

139,891

1,769,175

3,727,883

5,497,058

425,113

2016

40 Years

Venice, FL

281,936

1,291,748

281,936

1,291,748

1,573,684

139,857

2016

40 Years

Vero Beach, FL

4,469,033

4,469,033

4,469,033

2016

Dalton, GA

211,362

220,927

211,362

220,927

432,289

24,835

2016

40 Years

Crystal Lake, IL

2,446,521

7,012,819

12,944

2,446,521

7,025,763

9,472,284

717,186

2016

40 Years

Glenwood, IL

815,483

970,108

815,483

970,108

1,785,591

101,053

2016

40 Years

Morris, IL

1,206,749

2,062,495

1,206,749

2,062,495

3,269,244

236,328

2016

40 Years

Wheaton, IL

447,291

751,458

(141,000)

447,291

610,458

1,057,749

87,670

2016

40 Years

Bicknell, IN

215,037

2,381,471

215,037

2,381,471

2,596,508

257,899

2016

40 Years

Fort Wayne, IN

711,430

1,258,357

(10,000)

711,430

1,248,357

1,959,787

153,444

2016

40 Years

Indianapolis, IN

734,434

970,175

(2,700)

734,434

967,475

1,701,909

115,049

2016

40 Years

Des Moines, IA

322,797

1,374,153

322,797

1,374,153

1,696,950

157,455

2016

40 Years

Frankfort, KY

514,277

514,277

514,277

56,310

2016

40 Years

DeRidder, LA

814,891

2,156,542

480

814,891

2,157,022

2,971,913

242,681

2016

40 Years

Lake Charles, LA

1,308,418

4,235,719

5,761

1,308,418

4,241,480

5,549,898

432,865

2016

40 Years

Shreveport, LA

891,872

2,058,257

891,872

2,058,257

2,950,129

231,563

2016

40 Years

Marshall, MI

339,813

339,813

339,813

2016

Mt Pleasant, MI

511,282

(254)

511,028

511,028

51,104

2016

40 Years

Norton Shores, MI

495,605

667,982

42,874

495,605

710,856

1,206,461

71,507

2016

40 Years

Portage, MI

262,181

1,102,990

262,181

1,102,990

1,365,171

121,788

2016

40 Years

Stephenson, MI

223,152

1,044,947

270

223,152

1,045,217

1,268,369

104,519

2016

40 Years

Sterling, MI

127,844

905,607

25,464

127,844

931,071

1,058,915

96,795

2016

40 Years

Cambridge, MN

536,812

1,334,601

536,812

1,334,601

1,871,413

152,923

2016

40 Years

Eagle Bend, MN

96,558

1,165,437

96,558

1,165,437

1,261,995

123,775

2016

40 Years

Brandon, MS

428,464

969,346

428,464

969,346

1,397,810

113,090

2016

40 Years

Clinton, MS

370,264

1,057,143

370,264

1,057,143

1,427,407

123,333

2016

40 Years

F-45

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Columbus, MS

1,103,458

2,128,089

(2,105)

1,103,458

2,125,984

3,229,442

257,801

2016

40 Years

Holly Springs, MS

413,316

952,574

413,316

952,574

1,365,890

107,052

2016

40 Years

Jackson, MS

242,796

963,188

242,796

963,188

1,205,984

112,372

2016

40 Years

Jackson, MS

732,944

2,862,813

13,767

732,944

2,876,580

3,609,524

306,392

2016

40 Years

Meridian, MS

396,329

1,152,729

396,329

1,152,729

1,549,058

134,465

2016

40 Years

Pearl, MS

299,839

616,351

7,355

299,839

623,706

923,545

62,320

2016

40 Years

Ridgeland, MS

407,041

864,498

407,041

864,498

1,271,539

100,858

2016

40 Years

Bowling Green, MO

360,201

2,809,170

360,201

2,809,170

3,169,371

298,435

2016

40 Years

St Robert, MO

394,859

1,305,366

24,333

394,859

1,329,699

1,724,558

133,349

2016

40 Years

Beatty, NV

198,928

1,265,084

8,051

198,928

1,273,135

1,472,063

135,161

2016

40 Years

Alamogordo, NM

654,965

2,716,166

4,436

654,965

2,720,602

3,375,567

289,214

2016

40 Years

Alamogordo, NM

524,763

941,615

7,522

524,763

949,137

1,473,900

96,850

2016

40 Years

Alcalde, NM

435,486

836,499

435,486

836,499

1,271,985

83,650

2016

40 Years

Cimarron, NM

345,693

1,236,437

7,613

345,693

1,244,050

1,589,743

126,955

2016

40 Years

La Luz, NM

487,401

835,455

487,401

835,455

1,322,856

85,286

2016

40 Years

Fayetteville, NC

1,267,529

2,527,462

16,292

1,267,529

2,543,754

3,811,283

259,583

2016

40 Years

Gastonia, NC

401,119

979,803

1,631

401,119

981,434

1,382,553

100,188

2016

40 Years

Devils Lake, ND

323,508

1,133,773

955

323,508

1,134,728

1,458,236

122,510

2016

40 Years

Cambridge, OH

168,717

1,113,232

168,717

1,113,232

1,281,949

134,516

2016

40 Years

Columbus, OH

1,109,044

1,291,313

1,109,044

1,291,313

2,400,357

145,202

2016

40 Years

Grove City, OH

334,032

176,274

334,032

176,274

510,306

19,815

2016

40 Years

Lorain, OH

808,162

1,390,481

10,000

808,162

1,400,481

2,208,643

167,120

2016

40 Years

Reynoldsburg, OH

843,336

1,197,966

843,336

1,197,966

2,041,302

134,715

2016

40 Years

Springfield, OH

982,451

3,957,512

(3,500)

982,451

3,954,012

4,936,463

477,715

2016

40 Years

Ardmore, OK

571,993

1,590,151

571,993

1,590,151

2,162,144

182,206

2016

40 Years

Dillon, SC

85,896

1,697,160

85,896

1,697,160

1,783,056

208,609

2016

40 Years

Jasper, TN

190,582

966,125

6,888

190,582

973,013

1,163,595

97,277

2016

40 Years

Austin, TX

4,986,082

5,179,446

9,988

4,986,082

5,189,434

10,175,516

638,638

2016

40 Years

Carthage, TX

597,995

1,965,290

597,995

1,965,290

2,563,285

221,102

2016

40 Years

Cedar Park, TX

1,386,802

4,656,229

732,163

1,386,802

5,388,392

6,775,194

584,650

2016

40 Years

Granbury, TX

944,223

2,362,540

944,223

2,362,540

3,306,763

265,794

2016

40 Years

Hemphill, TX

250,503

1,955,918

11,886

250,503

1,967,804

2,218,307

208,699

2016

40 Years

Lampasas, TX

245,312

1,063,701

26,454

245,312

1,090,155

1,335,467

121,855

2016

40 Years

Lubbock, TX

1,501,556

2,341,031

1,501,556

2,341,031

3,842,587

263,376

2016

40 Years

Odessa, TX

921,043

2,434,384

5,615

921,043

2,439,999

3,361,042

274,310

2016

40 Years

Port Arthur, TX

1,889,732

8,121,417

69,545

1,889,732

8,190,962

10,080,694

882,634

2016

40 Years

Provo, UT

1,692,785

5,874,584

43,650

1,692,785

5,918,234

7,611,019

657,315

2016

40 Years

F-46

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

St George, UT

313,107

1,009,161

10,080

313,107

1,019,241

1,332,348

122,778

2016

40 Years

Tappahannock, VA

1,076,745

14,904

1,076,745

14,904

1,091,649

1,648

2016

40 Years

Manitowoc, WI

879,237

4,467,960

879,237

4,467,960

5,347,197

483,874

2016

40 Years

Oak Creek, WI

487,277

3,082,180

89,675

487,277

3,171,855

3,659,132

384,944

2016

40 Years

Oxford, AL

148,407

641,820

148,407

641,820

790,227

58,805

2017

40 Years

Oxford, AL

255,786

7,273,871

35,875

255,786

7,309,746

7,565,532

669,761

2017

40 Years

Oxford, AL

24,875

600,936

(16,074)

24,875

584,862

609,737

54,885

2017

40 Years

Jonesboro, AR

3,656,554

3,219,456

11,058

3,656,554

3,230,514

6,887,068

260,554

2017

40 Years

Lowell, AR

949,519

1,435,056

10,229

949,519

1,445,285

2,394,804

108,332

2017

40 Years

Southington, CT

1,088,181

1,287,837

143,238

1,088,181

1,431,075

2,519,256

99,428

2017

40 Years

Millsboro, DE

3,501,109

(20,531)

3,480,578

3,480,578

2017

Jacksonville, FL

2,298,885

2,894,565

12,286

2,298,885

2,906,851

5,205,736

224,897

2017

40 Years

Orange Park, FL

214,858

2,304,095

214,858

2,304,095

2,518,953

201,580

2017

40 Years

Port Richey, FL

1,140,182

1,649,773

1,140,182

1,649,773

2,789,955

144,343

2017

40 Years

Americus, GA

1,318,463

1,318,463

1,318,463

2017

Brunswick, GA

1,279,688

2,158,863

205

1,279,688

2,159,068

3,438,756

202,246

2017

40 Years

Brunswick, GA

126,335

1,626,530

126,335

1,626,530

1,752,865

125,378

2017

40 Years

Buford, GA

341,860

1,023,813

341,860

1,023,813

1,365,673

89,550

2017

40 Years

Carrollton, GA

597,465

886,644

597,465

886,644

1,484,109

75,650

2017

40 Years

Decatur, GA

558,859

1,429,106

558,859

1,429,106

1,987,965

110,160

2017

40 Years

Metter, GA

256,743

766,818

256,743

766,818

1,023,561

65,455

2017

40 Years

Villa Rica, GA

410,936

1,311,444

410,936

1,311,444

1,722,380

117,456

2017

40 Years

Chicago, IL

2,899,155

9,822,986

2,899,155

9,822,986

12,722,141

920,823

2017

40 Years

Chicago, IL

2,081,151

5,197,315

2,081,151

5,197,315

7,278,466

486,886

2017

40 Years

Galesburg, IL

214,280

979,108

214,280

979,108

1,193,388

85,652

2017

40 Years

Mundelein, IL

1,238,743

1,238,743

1,238,743

2017

Mundelein, IL

1,743,222

1,743,222

1,743,222

2017

Mundelein, IL

1,803,068

1,803,068

1,803,068

2017

Springfield, IL

574,805

1,554,786

2,030

574,805

1,556,816

2,131,621

116,718

2017

40 Years

Woodstock, IL

683,419

1,002,207

284

683,419

1,002,491

1,685,910

77,273

2017

40 Years

Frankfort, IN

50,458

2,008,275

50,458

2,008,275

2,058,733

184,092

2017

40 Years

Kokomo, IN

95,196

1,484,778

(30,615)

95,196

1,454,163

1,549,359

113,878

2017

40 Years

Nashville, IN

484,117

2,458,215

484,117

2,458,215

2,942,332

214,855

2017

40 Years

Roeland Park, KS

7,829,806

(1,247,898)

6,581,908

6,581,908

2017

Georgetown, KY

1,996,456

6,315,768

928

1,996,456

6,316,696

8,313,152

559,709

2017

40 Years

Hopkinsville, KY

413,269

996,619

413,269

996,619

1,409,888

87,178

2017

40 Years

Salyersville, KY

289,663

906,455

596

289,663

907,051

1,196,714

81,169

2017

40 Years

F-47

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Amite, LA

601,238

1,695,242

601,238

1,695,242

2,296,480

151,816

2017

40 Years

Bossier City, LA

797,899

2,925,864

146

797,899

2,926,010

3,723,909

225,544

2017

40 Years

Kenner, LA

323,188

859,298

323,188

859,298

1,182,486

69,702

2017

40 Years

Mandeville, LA

834,891

1,294,812

(795)

834,891

1,294,017

2,128,908

105,138

2017

40 Years

New Orleans, LA

6,846,313

6,846,313

6,846,313

599,010

2017

40 Years

Baltimore, MD

782,819

745,092

782,819

745,092

1,527,911

58,886

2017

40 Years

Canton, MI

3,655,296

14,162,109

7,345,761

10,471,644

17,817,405

735,422

2017

40 Years

Grand Rapids, MI

7,015,035

2,635,983

1,750,000

7,901,018

9,651,018

493,814

2017

40 Years

Bloomington, MN

1,491,302

619

1,491,921

1,491,921

2017

Monticello, MN

449,025

979,816

9,368

449,025

989,184

1,438,209

96,434

2017

40 Years

Mountain Iron, MN

177,918

1,139,849

177,918

1,139,849

1,317,767

99,719

2017

40 Years

Gulfport, MS

671,824

1,176,505

671,824

1,176,505

1,848,329

105,377

2017

40 Years

Jackson, MS

802,230

1,434,997

802,230

1,434,997

2,237,227

128,529

2017

40 Years

McComb, MS

67,026

685,426

67,026

685,426

752,452

59,928

2017

40 Years

Kansas City, MO

1,390,880

1,588,573

1,390,880

1,588,573

2,979,453

154,932

2017

40 Years

Springfield, MO

616,344

2,448,360

13,285

616,344

2,461,645

3,077,989

184,540

2017

40 Years

St. Charles, MO

736,242

2,122,426

213,225

736,242

2,335,651

3,071,893

218,993

2017

40 Years

St. Peters, MO

1,364,670

1,364,670

1,364,670

2017

Boulder City, NV

566,639

993,399

566,639

993,399

1,560,038

86,846

2017

40 Years

Egg Harbor, NJ

520,510

1,087,374

520,510

1,087,374

1,607,884

101,918

2017

40 Years

Secaucus, NJ

19,915,781

17,306,541

84,023

19,915,781

17,390,564

37,306,345

1,302,277

2017

40 Years

Sewell, NJ

1,809,771

6,892,134

1,809,771

6,892,134

8,701,905

603,055

2017

40 Years

Santa Fe, NM

1,072,340

4,013,237

1,072,340

4,013,237

5,085,577

401,311

2017

40 Years

Statesville, NC

287,467

867,849

287,467

867,849

1,155,316

83,164

2017

40 Years

Jacksonville, NC

308,321

875,652

31,340

308,321

906,992

1,215,313

80,544

2017

40 Years

Minot, ND

928,796

1,619,726

928,796

1,619,726

2,548,522

145,039

2017

40 Years

Grandview Heights, OH

1,276,870

8,557,690

(20,518)

1,276,870

8,537,172

9,814,042

766,122

2017

40 Years

Hillard, OH

1,001,228

1,001,228

1,001,228

2017

Edmond, OK

1,063,243

3,816,155

1,063,243

3,816,155

4,879,398

302,112

2017

40 Years

Oklahoma City, OK

868,648

1,820,174

7,835

868,648

1,828,009

2,696,657

152,361

2017

40 Years

Erie, PA

425,267

1,284,883

425,267

1,284,883

1,710,150

106,941

2017

40 Years

Pittsburgh, PA

692,454

2,509,358

692,454

2,509,358

3,201,812

219,392

2017

40 Years

Gaffney, SC

200,845

878,455

200,845

878,455

1,079,300

76,840

2017

40 Years

Sumter, SC

132,204

1,095,478

132,204

1,095,478

1,227,682

98,109

2017

40 Years

Chattanooga, TN

2,089,237

3,595,808

195

2,089,237

3,596,003

5,685,240

277,189

2017

40 Years

Etowah, TN

74,057

862,436

16,053

74,057

878,489

952,546

82,571

2017

40 Years

Memphis, TN

1,661,764

3,874,356

(250)

1,661,764

3,874,106

5,535,870

371,221

2017

40 Years

F-48

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Alamo, TX

104,878

821,355

13,274

104,878

834,629

939,507

62,514

2017

40 Years

Andrews, TX

172,373

817,252

(292)

172,373

816,960

989,333

76,595

2017

40 Years

Arlington, TX

497,852

1,601,007

1,783

497,852

1,602,790

2,100,642

143,506

2017

40 Years

Canyon Lake, TX

382,522

1,026,179

(281)

382,522

1,025,898

1,408,420

76,944

2017

40 Years

Corpus Christi, TX

185,375

1,413,298

185,375

1,413,298

1,598,673

126,457

2017

40 Years

Fort Stockton, TX

185,474

1,186,339

185,474

1,186,339

1,371,813

106,245

2017

40 Years

Fort Worth, TX

1,016,587

4,622,507

257,308

1,016,587

4,879,815

5,896,402

388,374

2017

40 Years

Lufkin, TX

1,497,171

4,948,906

3,078

1,497,171

4,951,984

6,449,155

464,417

2017

40 Years

Newport News, VA

2,458,053

5,390,475

750,974

2,458,053

6,141,449

8,599,502

574,138

2017

40 Years

Appleton, WI

417,249

1,525,582

9,779

417,249

1,535,361

1,952,610

133,551

2017

40 Years

Onalaska, WI

821,084

2,651,772

821,084

2,651,772

3,472,856

237,497

2017

40 Years

Athens, AL

253,858

1,204,570

253,858

1,204,570

1,458,428

60,228

2018

40 Years

Birmingham, AL

1,635,912

2,739,834

1,635,912

2,739,834

4,375,746

188,337

2018

40 Years

Boaz, AL

379,197

898,689

379,197

898,689

1,277,886

61,701

2018

40 Years

Roanoke, AL

110,924

938,451

110,924

938,451

1,049,375

52,788

2018

40 Years

Selma, AL

206,831

1,790,939

(24,494)

206,831

1,766,445

1,973,276

88,935

2018

40 Years

Maricopa, AZ

2,166,955

9,505,724

5,700

2,166,955

9,511,424

11,678,379

495,283

2018

40 Years

Parker, AZ

322,510

1,159,624

322,510

1,159,624

1,482,134

74,892

2018

40 Years

St. Michaels, AZ

127,874

1,043,962

(1,440)

127,874

1,042,522

1,170,396

58,579

2018

40 Years

Little Rock, AR

390,921

856,987

390,921

856,987

1,247,908

42,849

2018

40 Years

Grand Junction, CO

835,792

1,915,976

835,792

1,915,976

2,751,768

95,799

2018

40 Years

Brookfield, CT

343,489

835,106

343,489

835,106

1,178,595

41,755

2018

40 Years

Manchester, CT

316,847

558,659

316,847

558,659

875,506

27,933

2018

40 Years

Waterbury, CT

663,667

607,457

663,667

607,457

1,271,124

30,373

2018

40 Years

Apopka, FL

587,585

2,363,721

73,672

587,585

2,437,393

3,024,978

121,387

2018

40 Years

Cape Coral, FL

554,721

1,009,404

554,721

1,009,404

1,564,125

50,470

2018

40 Years

Crystal River, FL

369,723

1,015,324

369,723

1,015,324

1,385,047

74,023

2018

40 Years

DeFuniak Springs, FL

226,898

835,016

7,130

226,898

842,146

1,069,044

45,542

2018

40 Years

Eustis, FL

649,394

1,580,694

649,394

1,580,694

2,230,088

79,035

2018

40 Years

Hollywood, FL

895,783

947,204

895,783

947,204

1,842,987

47,360

2018

40 Years

Homestead, FL

650,821

948,265

650,821

948,265

1,599,086

47,413

2018

40 Years

Jacksonville, FL

827,799

1,554,516

827,799

1,554,516

2,382,315

77,726

2018

40 Years

Marianna, FL

257,760

886,801

257,760

886,801

1,144,561

44,340

2018

40 Years

Melbourne, FL

497,607

1,549,974

497,607

1,549,974

2,047,581

77,499

2018

40 Years

Merritt Island, FL

598,790

988,114

598,790

988,114

1,586,904

55,581

2018

40 Years

St. Petersburg, FL

958,547

902,502

958,547

902,502

1,861,049

54,470

2018

40 Years

Tampa, FL

488,002

1,209,902

488,002

1,209,902

1,697,904

73,098

2018

40 Years

F-49

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Tampa, FL

703,273

1,283,951

703,273

1,283,951

1,987,224

64,198

2018

40 Years

Titusville, FL

137,421

1,017,394

12,059

137,421

1,029,453

1,166,874

51,397

2018

40 Years

Winter Haven, FL

832,247

1,433,449

832,247

1,433,449

2,265,696

71,672

2018

40 Years

Albany, GA

448,253

1,462,641

6,023

448,253

1,468,664

1,916,917

73,392

2018

40 Years

Austell, GA

1,162,782

7,462,351

1,162,782

7,462,351

8,625,133

497,490

2018

40 Years

Conyers, GA

330,549

941,133

330,549

941,133

1,271,682

47,057

2018

40 Years

Covington, GA

744,321

1,235,171

(43,000)

744,321

1,192,171

1,936,492

63,257

2018

40 Years

Doraville, GA

1,991,031

291,663

21,466

1,991,031

313,129

2,304,160

19,990

2018

40 Years

Douglasville, GA

519,420

1,492,529

519,420

1,492,529

2,011,949

74,626

2018

40 Years

Lilburn, GA

304,597

1,206,785

304,597

1,206,785

1,511,382

60,339

2018

40 Years

Marietta, GA

1,257,433

1,563,755

1,257,433

1,563,755

2,821,188

110,701

2018

40 Years

Marietta, GA

447,582

832,782

447,582

832,782

1,280,364

41,639

2018

40 Years

Pooler, GA

989,819

1,220,271

734

989,819

1,221,005

2,210,824

76,295

2018

40 Years

Riverdale, GA

474,072

879,835

474,072

879,835

1,353,907

43,992

2018

40 Years

Savannah, GA

944,815

2,997,426

14,050

944,815

3,011,476

3,956,291

150,472

2018

40 Years

Statesboro, GA

681,381

1,592,291

1,786

681,381

1,594,077

2,275,458

89,644

2018

40 Years

Union City, GA

97,528

1,036,165

97,528

1,036,165

1,133,693

51,808

2018

40 Years

Nampa, ID

496,676

5,163,257

37,265

496,676

5,200,522

5,697,198

313,486

2018

40 Years

Aurora, IL

174,456

862,599

174,456

862,599

1,037,055

43,130

2018

40 Years

Aurora, IL

623,568

1,437,665

(58,618)

623,568

1,379,047

2,002,615

85,590

2018

40 Years

Bloomington, IL

1,408,067

986,931

678

1,408,067

987,609

2,395,676

65,821

2018

40 Years

Carlinville, IL

208,519

1,113,537

208,519

1,113,537

1,322,056

71,916

2018

40 Years

Centralia, IL

277,527

351,547

277,527

351,547

629,074

17,577

2018

40 Years

Chicago, IL

1,569,578

632,848

1,569,578

632,848

2,202,426

46,117

2018

40 Years

Flora, IL

232,155

1,121,688

4,087

232,155

1,125,775

1,357,930

58,600

2018

40 Years

Gurnee, IL

1,341,679

951,320

1,341,679

951,320

2,292,999

65,387

2018

40 Years

Lake Zurich, IL

290,272

857,467

19,450

290,272

876,917

1,167,189

44,660

2018

40 Years

Macomb, IL

85,753

661,375

85,753

661,375

747,128

33,069

2018

40 Years

Morris, IL

331,622

1,842,994

3,880

331,622

1,846,874

2,178,496

103,838

2018

40 Years

Newton, IL

510,192

1,069,075

2,500

510,192

1,071,575

1,581,767

62,472

2018

40 Years

Northlake, IL

353,337

564,677

21,728

353,337

586,405

939,742

28,958

2018

40 Years

Rockford, IL

270,180

708,041

270,180

708,041

978,221

51,620

2018

40 Years

Greenwood, IN

1,586,786

1,232,818

1,586,786

1,232,818

2,819,604

79,620

2018

40 Years

Hammond, IN

230,142

230,142

230,142

2018

Indianapolis, IN

132,291

311,647

132,291

311,647

443,938

15,582

2018

40 Years

Mishawaka, IN

1,263,680

4,106,900

1,263,680

4,106,900

5,370,580

231,013

2018

40 Years

South Bend, IN

420,571

2,772,376

420,571

2,772,376

3,192,947

202,106

2018

40 Years

F-50

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Warsaw, IN

583,174

1,118,270

583,174

1,118,270

1,701,444

81,521

2018

40 Years

Ackley, IA

202,968

896,444

202,968

896,444

1,099,412

63,415

2018

40 Years

Ottumwa, IA

227,562

5,794,123

227,562

5,794,123

6,021,685

422,466

2018

40 Years

Riceville, IA

154,294

742,421

154,294

742,421

896,715

52,483

2018

40 Years

Riverside, IA

579,935

1,594,085

579,935

1,594,085

2,174,020

99,630

2018

40 Years

Urbandale, IA

68,172

2,938,611

68,172

2,938,611

3,006,783

215,243

2018

40 Years

Overland Park, KS

1,053,287

6,141,649

219

1,053,287

6,141,868

7,195,155

345,476

2018

40 Years

Ekron, KY

95,655

802,880

95,655

802,880

898,535

50,180

2018

40 Years

Florence, KY

601,820

1,054,572

601,820

1,054,572

1,656,392

52,729

2018

40 Years

Chalmette, LA

290,396

1,297,684

290,396

1,297,684

1,588,080

64,884

2018

40 Years

Donaldsonville, LA

542,118

2,418,183

5,647

542,118

2,423,830

2,965,948

146,569

2018

40 Years

Franklinton, LA

193,192

925,598

193,192

925,598

1,118,790

52,065

2018

40 Years

Franklinton, LA

242,651

2,462,533

242,651

2,462,533

2,705,184

148,778

2018

40 Years

Franklinton, LA

396,560

1,122,737

396,560

1,122,737

1,519,297

63,154

2018

40 Years

Franklinton, LA

163,258

747,944

163,258

747,944

911,202

42,072

2018

40 Years

Harvey, LA

728,822

1,468,688

728,822

1,468,688

2,197,510

100,901

2018

40 Years

Jena, LA

772,878

2,392,129

772,878

2,392,129

3,165,007

144,525

2018

40 Years

Jennings, LA

128,158

2,329,137

22,350

128,158

2,351,487

2,479,645

142,209

2018

40 Years

New Orleans, LA

293,726

293,726

293,726

2018

Pine Grove, LA

238,223

758,573

238,223

758,573

996,796

42,670

2018

40 Years

Rayville, LA

310,034

2,365,203

310,034

2,365,203

2,675,237

142,898

2018

40 Years

Roseland, LA

307,331

872,252

307,331

872,252

1,179,583

49,064

2018

40 Years

Talisheek, LA

150,802

1,031,214

41,717

150,802

1,072,931

1,223,733

59,831

2018

40 Years

Baltimore, MD

699,157

651,927

699,157

651,927

1,351,084

32,596

2018

40 Years

Salisbury, MD

305,215

1,193,870

305,215

1,193,870

1,499,085

59,694

2018

40 Years

Springfield, MA

153,428

826,741

153,428

826,741

980,169

41,337

2018

40 Years

Ann Arbor, MI

735,859

2,489,707

735,859

2,489,707

3,225,566

181,495

2018

40 Years

Belleville, MI

598,203

3,970,176

598,203

3,970,176

4,568,379

289,400

2018

40 Years

Grand Blanc, MI

1,589,886

3,738,477

1,589,886

3,738,477

5,328,363

272,519

2018

40 Years

Jackson, MI

1,451,971

2,548,436

1,451,971

2,548,436

4,000,407

185,765

2018

40 Years

Kentwood, MI

939,481

3,438,259

939,481

3,438,259

4,377,740

250,642

2018

40 Years

Lake Orion, MI

1,172,982

2,349,762

1,172,982

2,349,762

3,522,744

171,285

2018

40 Years

Onaway, MI

17,557

935,308

17,557

935,308

952,865

60,405

2018

40 Years

Champlin, MN

307,271

1,602,196

18,429

307,271

1,620,625

1,927,896

80,916

2018

40 Years

North Branch, MN

533,175

205

533,380

533,380

2018

Richfield, MN

2,141,431

613,552

2,141,431

613,552

2,754,983

30,678

2018

40 Years

Bay St. Louis, MS

547,498

2,080,989

547,498

2,080,989

2,628,487

125,726

2018

40 Years

F-51

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Corinth, MS

504,885

4,540,022

504,885

4,540,022

5,044,907

331,038

2018

40 Years

Forest, MS

189,817

1,340,848

189,817

1,340,848

1,530,665

81,010

2018

40 Years

Southaven, MS

150,931

826,123

150,931

826,123

977,054

41,306

2018

40 Years

Waynesboro, MS

243,835

1,205,383

243,835

1,205,383

1,449,218

72,825

2018

40 Years

Blue Springs, MO

431,698

1,704,870

431,698

1,704,870

2,136,568

106,552

2018

40 Years

Florissant, MO

733,592

1,961,094

(14,149)

733,592

1,946,945

2,680,537

97,436

2018

40 Years

Joplin, MO

789,880

384,638

789,880

384,638

1,174,518

28,036

2018

40 Years

Liberty, MO

308,470

2,750,231

308,470

2,750,231

3,058,701

188,970

2018

40 Years

Neosho, MO

687,812

1,115,054

687,812

1,115,054

1,802,866

69,691

2018

40 Years

Springfield, MO

1,311,497

5,462,972

1,311,497

5,462,972

6,774,469

409,697

2018

40 Years

St. Peters, MO

1,205,257

1,760,658

1,205,257

1,760,658

2,965,915

88,033

2018

40 Years

Webb City, MO

1,324,146

1,501,744

1,324,146

1,501,744

2,825,890

109,491

2018

40 Years

Nashua, NH

3,635,953

2,720,644

4,240

3,635,953

2,724,884

6,360,837

198,670

2018

40 Years

Forked River, NJ

4,227,966

3,991,690

(81,552)

4,227,966

3,910,138

8,138,104

56,593

2018

40 Years

Forked River, NJ

3,505,805

(2,766,838)

1,494

3,505,805

(2,765,344)

740,461

23,105

2018

40 Years

Forked River, NJ

1,128,858

1,396,960

1,128,858

1,396,960

2,525,818

75,669

2018

40 Years

Forked River, NJ

1,682,284

3,527,964

(263,734)

1,682,284

3,264,230

4,946,514

168,023

2018

40 Years

Forked River, NJ

682,822

682,822

682,822

2018

Woodland Park, NJ

7,761,801

3,958,902

7,761,801

3,958,902

11,720,703

239,171

2018

40 Years

Bernalillo, NM

899,770

2,037,465

(78,875)

820,895

2,037,465

2,858,360

149,847

2018

40 Years

Farmington, NM

4,428,998

4,428,998

4,428,998

2018

Canandaigua, NY

154,996

1,352,174

154,996

1,352,174

1,507,170

78,857

2018

40 Years

Catskill, NY

80,524

1,097,609

80,524

1,097,609

1,178,133

64,008

2018

40 Years

Clifton Park, NY

925,613

1,858,613

7,421

925,613

1,866,034

2,791,647

93,255

2018

40 Years

Elmira, NY

43,388

947,627

43,388

947,627

991,015

47,381

2018

40 Years

Geneseo, NY

264,795

1,328,115

264,795

1,328,115

1,592,910

77,473

2018

40 Years

Greece, NY

182,916

1,254,678

182,916

1,254,678

1,437,594

73,170

2018

40 Years

Hamburg, NY

520,599

2,039,602

520,599

2,039,602

2,560,201

101,980

2018

40 Years

Latham, NY

373,318

764,382

373,318

764,382

1,137,700

38,219

2018

40 Years

N. Syracuse, NY

165,417

452,510

10,034

165,417

462,544

627,961

22,814

2018

40 Years

Niagara Falls, NY

392,301

1,022,745

392,301

1,022,745

1,415,046

51,137

2018

40 Years

Rochester, NY

100,136

895,792

100,136

895,792

995,928

52,255

2018

40 Years

Rochester, NY

575,463

772,555

575,463

772,555

1,348,018

38,628

2018

40 Years

Rochester, NY

375,721

881,257

375,721

881,257

1,256,978

44,063

2018

40 Years

Schenectady, NY

74,387

1,279,967

8,383

74,387

1,288,350

1,362,737

75,012

2018

40 Years

Schenectady, NY

453,006

726,404

453,006

726,404

1,179,410

36,320

2018

40 Years

Syracuse, NY

339,207

918,302

339,207

918,302

1,257,509

45,915

2018

40 Years

F-52

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Syracuse, NY

607,053

259,331

607,053

259,331

866,384

12,967

2018

40 Years

Tonawanda, NY

94,443

727,373

94,443

727,373

821,816

42,411

2018

40 Years

Tonawanda, NY

131,021

576,915

131,021

576,915

707,936

28,846

2018

40 Years

W. Seneca, NY

98,194

737,592

98,194

737,592

835,786

36,880

2018

40 Years

Williamsville, NY

705,842

488,800

705,842

488,800

1,194,642

24,440

2018

40 Years

Charlotte, NC

287,732

518,005

287,732

518,005

805,737

25,900

2018

40 Years

Concord, NC

526,102

1,955,989

8,699

526,102

1,964,688

2,490,790

102,255

2018

40 Years

Durham, NC

1,787,380

848,986

1,787,380

848,986

2,636,366

42,449

2018

40 Years

Fayetteville, NC

108,898

1,769,274

108,898

1,769,274

1,878,172

88,464

2018

40 Years

Greensboro, NC

402,957

1,351,015

402,957

1,351,015

1,753,972

67,551

2018

40 Years

Greenville, NC

541,233

1,403,441

541,233

1,403,441

1,944,674

70,172

2018

40 Years

High Point, NC

252,336

1,024,696

252,336

1,024,696

1,277,032

51,235

2018

40 Years

Kernersville, NC

270,581

966,807

270,581

966,807

1,237,388

48,340

2018

40 Years

Pineville, NC

1,390,592

6,390,201

1,390,592

6,390,201

7,780,793

372,739

2018

40 Years

Rockingham, NC

245,976

955,579

245,976

955,579

1,201,555

59,724

2018

40 Years

Salisbury, NC

572,085

700,288

572,085

700,288

1,272,373

35,014

2018

40 Years

Zebulon, NC

160,107

1,077

36

160,107

1,113

161,220

66

2018

40 Years

Akron, OH

445,299

445,299

445,299

2018

Bellevue, OH

272,308

1,127,365

272,308

1,127,365

1,399,673

72,809

2018

40 Years

Canton, OH

981,941

1,076,113

981,941

1,076,113

2,058,054

53,806

2018

40 Years

Columbus, OH

542,161

1,088,316

542,161

1,088,316

1,630,477

54,416

2018

40 Years

Fairview Park, OH

338,732

400,013

338,732

400,013

738,745

20,001

2018

40 Years

Franklin, OH

5,405,718

5,405,718

5,405,718

2018

Middletown, OH

311,389

1,451,469

311,389

1,451,469

1,762,858

93,724

2018

40 Years

Niles, OH

334,783

798,136

334,783

798,136

1,132,919

39,907

2018

40 Years

North Olmsted, OH

544,903

810,840

544,903

810,840

1,355,743

55,707

2018

40 Years

North Ridgeville, OH

521,909

1,475,305

(37,428)

521,909

1,437,877

1,959,786

99,682

2018

40 Years

Warren, OH

208,710

601,092

208,710

601,092

809,802

30,055

2018

40 Years

Warrensville Heights, OH

735,534

627

736,161

736,161

2018

Youngstown, OH

323,983

989,430

323,983

989,430

1,313,413

49,472

2018

40 Years

Broken Arrow, OK

919,176

1,276,754

1,778

919,176

1,278,532

2,197,708

79,864

2018

40 Years

Chickasha, OK

230,000

2,881,525

230,000

2,881,525

3,111,525

168,089

2018

40 Years

Coweta, OK

282,468

803,762

282,468

803,762

1,086,230

50,235

2018

40 Years

Midwest City, OK

755,192

5,687,280

(21,199)

755,192

5,666,081

6,421,273

319,380

2018

40 Years

Oklahoma City, OK

1,104,085

1,874,359

507

1,104,085

1,874,866

2,978,951

97,645

2018

40 Years

Shawnee, OK

409,190

957,557

409,190

957,557

1,366,747

47,878

2018

40 Years

Wright City, OK

38,302

1,010,645

(1,300)

38,302

1,009,345

1,047,647

56,719

2018

40 Years

F-53

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Hillsboro, OR

4,632,369

7,656,179

4,632,369

7,656,179

12,288,548

510,412

2018

40 Years

Carlisle, PA

340,349

643,498

340,349

643,498

983,847

32,175

2018

40 Years

Erie, PA

58,279

833,933

58,279

833,933

892,212

41,697

2018

40 Years

Johnstown, PA

1,030,667

8,829

1,030,667

8,829

1,039,496

386

2018

40 Years

King of Prussia, PA

5,097,320

1,202

5,098,522

5,098,522

2018

Philadelphia, PA

155,212

218,083

155,212

218,083

373,295

10,904

2018

40 Years

Philadelphia, PA

127,690

122,516

127,690

122,516

250,206

6,126

2018

40 Years

Pittsburgh, PA

927,083

5,126,243

927,083

5,126,243

6,053,326

277,671

2018

40 Years

Pittsburgh, PA

1,397,965

3,850

1,401,815

1,401,815

2018

Upper Darby, PA

861,339

85,966

37,671

861,339

123,637

984,976

2,526

2018

40 Years

Wysox, PA

1,668,272

1,699,343

1,668,272

1,699,343

3,367,615

95,588

2018

40 Years

Richmond, RI

1,293,932

7,477,281

254,992

1,293,932

7,732,273

9,026,205

529,610

2018

40 Years

Warwick, RI

687,454

2,108,256

687,454

2,108,256

2,795,710

105,413

2018

40 Years

Greenville, SC

628,081

1,451,481

628,081

1,451,481

2,079,562

72,574

2018

40 Years

Lake City, SC

57,911

932,874

869

57,911

933,743

991,654

48,625

2018

40 Years

Manning, SC

245,546

989,236

146

245,546

989,382

1,234,928

57,695

2018

40 Years

Mt. Pleasant, SC

555,387

1,042,804

555,387

1,042,804

1,598,191

52,140

2018

40 Years

Myrtle Beach, SC

254,334

149,107

254,334

149,107

403,441

7,455

2018

40 Years

Spartanburg, SC

709,338

1,618,382

709,338

1,618,382

2,327,720

80,919

2018

40 Years

Sumter, SC

521,299

809,466

521,299

809,466

1,330,765

40,473

2018

40 Years

Walterboro, SC

207,130

827,775

207,130

827,775

1,034,905

51,734

2018

40 Years

Chattanooga, TN

1,179,566

1,236,591

1,179,566

1,236,591

2,416,157

61,830

2018

40 Years

Johnson City, TN

181,117

1,232,151

181,117

1,232,151

1,413,268

61,608

2018

40 Years

Beaumont, TX

936,389

2,725,502

21,662

936,389

2,747,164

3,683,553

137,223

2018

40 Years

Donna, TX

962,302

1,620,925

962,302

1,620,925

2,583,227

94,520

2018

40 Years

Fairfield, TX

125,098

970,816

125,098

970,816

1,095,914

52,586

2018

40 Years

Groves, TX

596,586

2,250,794

596,586

2,250,794

2,847,380

112,540

2018

40 Years

Humble, TX

173,885

867,347

173,885

867,347

1,041,232

43,367

2018

40 Years

Jacksboro, TX

119,147

1,036,482

119,147

1,036,482

1,155,629

56,143

2018

40 Years

Kemah, TX

2,324,774

2,835,597

(45,000)

2,324,774

2,790,597

5,115,371

158,377

2018

40 Years

Lamesa, TX

66,019

1,493,146

66,019

1,493,146

1,559,165

99,537

2018

40 Years

Live Oak, TX

371,174

1,880,746

371,174

1,880,746

2,251,920

117,545

2018

40 Years

Lufkin, TX

382,643

1,054,911

382,643

1,054,911

1,437,554

52,746

2018

40 Years

Plano, TX

452,721

822,683

452,721

822,683

1,275,404

41,134

2018

40 Years

Port Arthur, TX

512,094

721,936

512,094

721,936

1,234,030

36,097

2018

40 Years

Porter, TX

524,532

1,683,767

566

524,532

1,684,333

2,208,865

94,736

2018

40 Years

Tomball, TX

1,336,029

1,849,554

1,336,029

1,849,554

3,185,583

115,592

2018

40 Years

F-54

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Universal City, TX

380,788

1,496,318

380,788

1,496,318

1,877,106

74,816

2018

40 Years

Waxahachie, TX

388,138

792,125

388,138

792,125

1,180,263

39,606

2018

40 Years

Willis, TX

406,466

925,047

7,287

406,466

932,334

1,338,800

52,349

2018

40 Years

Logan, UT

914,515

2,774,985

914,515

2,774,985

3,689,500

161,873

2018

40 Years

Christiansburg, VA

520,538

661,780

520,538

661,780

1,182,318

33,089

2018

40 Years

Fredericksburg, VA

452,911

1,076,589

452,911

1,076,589

1,529,500

53,829

2018

40 Years

Glen Allen, VA

1,112,948

837,542

1,112,948

837,542

1,950,490

57,484

2018

40 Years

Hampton, VA

353,242

514,898

353,242

514,898

868,140

25,745

2018

40 Years

Louisa, VA

538,246

2,179,541

538,246

2,179,541

2,717,787

123,535

2018

40 Years

Manassas, VA

1,454,278

1,454,278

1,454,278

2018

Virginia Beach, VA

2,142,002

1,154,585

2,142,002

1,154,585

3,296,587

57,729

2018

40 Years

Virginia Beach, VA

271,176

3,308,434

271,176

3,308,434

3,579,610

165,422

2018

40 Years

Everett, WA

414,899

811,710

414,899

811,710

1,226,609

40,586

2018

40 Years

Bluefield, WV

287,740

947,287

287,740

947,287

1,235,027

69,072

2018

40 Years

Green Bay, WI

817,143

1,383,440

817,143

1,383,440

2,200,583

69,172

2018

40 Years

La Crosse, WI

175,551

1,145,438

175,551

1,145,438

1,320,989

57,272

2018

40 Years

Madison, WI

2,475,815

4,249,537

(30,000)

2,475,815

4,219,537

6,695,352

236,035

2018

40 Years

Mt. Pleasant, WI

208,806

1,173,275

208,806

1,173,275

1,382,081

58,664

2018

40 Years

Schofield, WI

533,503

1,071,930

533,503

1,071,930

1,605,433

53,597

2018

40 Years

Sheboygan, WI

331,692

929,092

331,692

929,092

1,260,784

46,455

2018

40 Years

Athens, AL

338,789

1,119,459

(2,717)

338,789

1,116,742

1,455,531

39,631

2019

40 Years

Attala, AL

289,473

928,717

289,473

928,717

1,218,190

32,892

2019

40 Years

Birmingham, AL

1,400,530

859,880

316

1,400,530

860,196

2,260,726

25,086

2019

40 Years

Blountsville, AL

262,412

816,070

262,412

816,070

1,078,482

28,902

2019

40 Years

Coffeeville, AL

129,263

864,122

129,263

864,122

993,385

30,604

2019

40 Years

Phenix, AL

292,234

1,280,705

292,234

1,280,705

1,572,939

58,699

2019

40 Years

Silas, AL

383,742

1,351,195

383,742

1,351,195

1,734,937

47,845

2019

40 Years

Tuba City, AZ

138,006

1,253,376

531

138,006

1,253,907

1,391,913

39,094

2019

40 Years

Searcy, AR

851,561

5,582,069

36,558

851,561

5,618,627

6,470,188

256,583

2019

40 Years

Sheridan, AR

124,667

1,070,754

124,667

1,070,754

1,195,421

37,789

2019

40 Years

Trumann, AR

170,957

1,064,039

170,957

1,064,039

1,234,996

37,551

2019

40 Years

Visalia, CA

2,552,353

6,994,518

284

2,552,353

6,994,802

9,547,155

276,869

2019

40 Years

Lakewood, CO

3,021,260

6,125,185

18,070

3,021,260

6,143,255

9,164,515

153,489

2019

40 Years

Rifle, CO

4,427,019

1,599,591

4,427,019

1,599,591

6,026,610

63,209

2019

40 Years

Danbury, CT

1,095,933

1,095,933

1,095,933

2019

Greenwich, CT

16,350,193

3,076,568

16,350,193

3,076,568

19,426,761

113,326

2019

40 Years

Orange, CT

6,881,022

10,519,218

3,400

6,881,022

10,522,618

17,403,640

328,251

2019

40 Years

F-55

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Torrington, CT

195,171

1,541,214

9,168

195,171

1,550,382

1,745,553

41,913

2019

40 Years

Bear, DE

743,604

657

743,604

657

744,261

12

2019

40 Years

Wilmington, DE

2,501,623

2,784,576

2,501,623

2,784,576

5,286,199

121,660

2019

40 Years

Apopka, FL

646,629

1,215,458

646,629

1,215,458

1,862,087

60,773

2019

40 Years

Clearwater, FL

497,216

1,027,192

497,216

1,027,192

1,524,408

44,773

2019

40 Years

Cocoa, FL

2,174,730

2,174,730

2,174,730

2019

Lake Placid, FL

255,339

1,059,913

255,339

1,059,913

1,315,252

30,914

2019

40 Years

Merritt Island, FL

746,846

1,805,756

746,846

1,805,756

2,552,602

60,192

2019

40 Years

Orlando, FL

751,265

2,089,523

751,265

2,089,523

2,840,788

90,002

2019

40 Years

Poinciana, FL

608,450

1,073,714

608,450

1,073,714

1,682,164

31,317

2019

40 Years

Sanford, FL

2,791,684

4,763,063

20,323

2,791,684

4,783,386

7,575,070

159,015

2019

40 Years

Tavares, FL

736,113

1,849,694

736,113

1,849,694

2,585,807

80,929

2019

40 Years

Wauchula, FL

333,236

1,156,806

333,236

1,156,806

1,490,042

57,840

2019

40 Years

West Palm Beach, FL

2,484,935

2,344,077

2,484,935

2,344,077

4,829,012

78,064

2019

40 Years

Brunswick, GA

186,767

1,615,510

186,767

1,615,510

1,802,277

70,494

2019

40 Years

Columbus, GA

336,125

2,497,365

32,240

336,125

2,529,605

2,865,730

73,444

2019

40 Years

Conyers, GA

714,666

2,137,506

714,666

2,137,506

2,852,172

80,042

2019

40 Years

Dacula, GA

1,280,484

1,716,312

1,280,484

1,716,312

2,996,796

78,604

2019

40 Years

Marietta, GA

390,416

1,441,936

390,416

1,441,936

1,832,352

62,907

2019

40 Years

Tucker, GA

374,268

1,652,522

374,268

1,652,522

2,026,790

75,681

2019

40 Years

Chubbuck, ID

1,067,983

5,880,828

1,067,983

5,880,828

6,948,811

281,787

2019

40 Years

Chubbuck, ID

185,310

185,310

185,310

2019

Chubbuck, ID

873,334

1,653,886

873,334

1,653,886

2,527,220

79,249

2019

40 Years

Edwardsville, IL

449,741

1,202,041

449,741

1,202,041

1,651,782

52,461

2019

40 Years

Elk Grove Village, IL

394,567

1,395,659

22,896

394,567

1,418,555

1,813,122

46,802

2019

40 Years

Evergreen Park, IL

5,687,045

18,880,969

5,687,045

18,880,969

24,568,014

629,094

2019

40 Years

Freeport, IL

92,295

1,537,120

92,295

1,537,120

1,629,415

47,968

2019

40 Years

Geneva, IL

644,434

1,213,859

644,434

1,213,859

1,858,293

50,577

2019

40 Years

Greenville, IL

135,642

1,026,006

135,642

1,026,006

1,161,648

27,788

2019

40 Years

Murphysboro, IL

176,281

988,808

176,281

988,808

1,165,089

36,937

2019

40 Years

Rockford, IL

814,666

1,719,410

814,666

1,719,410

2,534,076

53,664

2019

40 Years

Round Lake, IL

325,722

2,669,132

5,756

325,722

2,674,888

3,000,610

68,536

2019

40 Years

Fishers, IN

429,857

621,742

429,857

621,742

1,051,599

28,475

2019

40 Years

Gas City, IN

504,378

1,341,890

504,378

1,341,890

1,846,268

64,299

2019

40 Years

Hammond, IN

149,230

1,002,706

149,230

1,002,706

1,151,936

35,513

2019

40 Years

Kokomo, IN

716,631

1,143,537

716,631

1,143,537

1,860,168

49,922

2019

40 Years

Marion, IN

140,507

898,097

23,792

140,507

921,889

1,062,396

22,899

2019

40 Years

F-56

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Westfield, IN

594,597

1,260,563

594,597

1,260,563

1,855,160

57,776

2019

40 Years

Waterloo, IA

369,497

1,265,450

369,497

1,265,450

1,634,947

42,110

2019

40 Years

Concordia, KS

150,440

1,144,639

26,864

150,440

1,171,503

1,321,943

29,041

2019

40 Years

Parsons, KS

203,953

1,073,554

203,953

1,073,554

1,277,507

49,084

2019

40 Years

Pratt, KS

245,375

1,293,871

245,375

1,293,871

1,539,246

43,129

2019

40 Years

Wellington, KS

95,197

1,090,333

95,197

1,090,333

1,185,530

34,007

2019

40 Years

Wichita, KS

1,257,608

5,700,299

1,257,608

5,700,299

6,957,907

237,395

2019

40 Years

Crestwood, KY

670,021

1,096,031

9,668

670,021

1,105,699

1,775,720

27,582

2019

40 Years

Georgetown, KY

257,839

3,025,734

264,688

257,839

3,290,422

3,548,261

97,352

2019

40 Years

Grayson, KY

241,857

1,155,603

241,857

1,155,603

1,397,460

38,520

2019

40 Years

Henderson, KY

146,676

958,794

146,676

958,794

1,105,470

25,967

2019

40 Years

Leitchfield, KY

303,830

1,062,711

303,830

1,062,711

1,366,541

26,568

2019

40 Years

Kentwood, LA

327,392

638,214

327,392

638,214

965,606

30,581

2019

40 Years

Lake Charles, LA

565,778

890,034

(890,034)

565,778

565,778

2019

Bowie, MD

2,840,009

4,474,364

2,840,009

4,474,364

7,314,373

167,678

2019

40 Years

Eldersburg, MD

563,227

1,855,987

520

563,227

1,856,507

2,419,734

57,913

2019

40 Years

Brockton, MA

3,254,807

8,504,236

47,679

3,254,807

8,551,915

11,806,722

213,551

2019

40 Years

Ipswich, MA

467,109

967,282

467,109

967,282

1,434,391

36,178

2019

40 Years

Ipswich, MA

2,606,990

3,414,474

2,606,990

3,414,474

6,021,464

128,031

2019

40 Years

Adrian, MI

459,814

1,562,895

459,814

1,562,895

2,022,709

65,121

2019

40 Years

Allegan, MI

184,466

1,239,762

184,466

1,239,762

1,424,228

46,491

2019

40 Years

Bloomfield Hills, MI

1,160,912

4,181,635

1,521,707

1,160,912

5,703,342

6,864,254

154,135

2019

40 Years

Caro, MI

183,318

1,328,630

183,318

1,328,630

1,511,948

41,473

2019

40 Years

Clare, MI

153,379

1,412,383

11,127

153,379

1,423,510

1,576,889

38,454

2019

40 Years

Cooks, MI

304,340

1,109,838

9,630

304,340

1,119,468

1,423,808

27,927

2019

40 Years

Crystal Falls, MI

62,462

757,276

62,462

757,276

819,738

26,820

2019

40 Years

Harrison, MI

59,984

900,901

(25,895)

59,984

875,006

934,990

22,039

2019

40 Years

Jackson, MI

524,446

1,265,119

524,446

1,265,119

1,789,565

36,899

2019

40 Years

Monroe, MI

501,688

2,651,440

501,688

2,651,440

3,153,128

115,802

2019

40 Years

Plymouth, MI

580,459

1,043,474

580,459

1,043,474

1,623,933

45,652

2019

40 Years

Spalding, MI

86,973

842,434

86,973

842,434

929,407

29,836

2019

40 Years

Walker, MI

4,821,073

15,814,475

17,091

4,821,073

15,831,566

20,652,639

461,563

2019

40 Years

Lakeville, MN

1,774,051

6,386,118

46,000

1,774,051

6,432,118

8,206,169

240,127

2019

40 Years

Longville, MN

30,748

836,277

30,748

836,277

867,025

29,618

2019

40 Years

Waite Park, MN

142,863

1,064,736

142,863

1,064,736

1,207,599

46,295

2019

40 Years

Bolton, MS

172,890

831,005

172,890

831,005

1,003,895

29,431

2019

40 Years

Bruce, MS

189,929

896,080

189,929

896,080

1,086,009

39,143

2019

40 Years

F-57

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Columbus, MS

123,385

898,226

123,385

898,226

1,021,611

39,237

2019

40 Years

Flowood, MS

638,891

1,308,566

638,891

1,308,566

1,947,457

40,836

2019

40 Years

Houston, MS

170,449

913,763

170,449

913,763

1,084,212

39,917

2019

40 Years

Jackson, MS

393,954

1,169,374

393,954

1,169,374

1,563,328

36,490

2019

40 Years

Michigan City, MS

336,323

963,447

336,323

963,447

1,299,770

42,091

2019

40 Years

Pontotoc, MS

174,112

924,043

174,112

924,043

1,098,155

36,577

2019

40 Years

Tutwiler, MS

152,108

844,300

152,108

844,300

996,408

29,902

2019

40 Years

Fair Play, MO

56,563

642,856

56,563

642,856

699,419

22,768

2019

40 Years

Florissant, MO

1,394,072

2,210,514

1,394,072

2,210,514

3,604,586

96,647

2019

40 Years

Florissant, MO

1,647,163

2,256,716

1,647,163

2,256,716

3,903,879

94,030

2019

40 Years

Grovespring, MO

207,974

823,419

207,974

823,419

1,031,393

29,163

2019

40 Years

Hermitage, MO

98,531

833,177

2,600

98,531

835,777

934,308

29,557

2019

40 Years

Madison, MO

199,972

844,901

199,972

844,901

1,044,873

29,924

2019

40 Years

Oak Grove, MO

275,293

1,000,150

275,293

1,000,150

1,275,443

37,506

2019

40 Years

Salem, MO

153,713

1,085,494

153,713

1,085,494

1,239,207

33,856

2019

40 Years

South Fork, MO

345,053

1,087,384

345,053

1,087,384

1,432,437

38,512

2019

40 Years

St. Louis, MO

743,673

3,387,981

743,673

3,387,981

4,131,654

91,758

2019

40 Years

Manchester, HN

1,486,550

2,419,269

1,486,550

2,419,269

3,905,819

70,562

2019

40 Years

Nashua, NH

808,886

2,020,221

278

808,886

2,020,499

2,829,385

58,928

2019

40 Years

Lanoka Harbor, NJ

1,355,335

1,052,415

1,355,335

1,052,415

2,407,750

32,761

2019

40 Years

Paramus, NJ

6,224,221

17,464

6,241,685

6,241,685

271,918

2019

40 Years

San Ysidro, NM

316,770

956,983

316,770

956,983

1,273,753

33,893

2019

40 Years

Hinsdale, NY

353,602

905,350

353,602

905,350

1,258,952

32,064

2019

40 Years

Liverpool, NY

1,697,114

3,355,641

24,323

1,697,114

3,379,964

5,077,078

84,347

2019

40 Years

Malone, NY

413,667

1,035,771

413,667

1,035,771

1,449,438

45,138

2019

40 Years

Vestal, NY

3,540,906

5,610,529

3,540,906

5,610,529

9,151,435

175,011

2019

40 Years

Columbus, NC

423,026

1,070,992

423,026

1,070,992

1,494,018

33,395

2019

40 Years

Fayetteville, NC

505,574

1,544,177

505,574

1,544,177

2,049,751

45,039

2019

40 Years

Hope Mills, NC

1,522,142

7,906,676

1,522,142

7,906,676

9,428,818

263,431

2019

40 Years

Stallings, NC

1,481,940

1,481,940

1,481,940

2019

Sylva, NC

450,055

1,351,631

19,487

450,055

1,371,118

1,821,173

34,156

2019

40 Years

Edgeley, ND

193,509

944,881

193,509

944,881

1,138,390

35,433

2019

40 Years

Grand Forks, ND

1,187,389

2,052,184

1,187,389

2,052,184

3,239,573

72,663

2019

40 Years

Williston, ND

515,210

1,584,865

515,210

1,584,865

2,100,075

56,131

2019

40 Years

Batavia, OH

601,071

1,125,756

(1,973)

601,071

1,123,783

1,724,854

44,763

2019

40 Years

Bellevue, OH

186,215

1,343,783

8,491

186,215

1,352,274

1,538,489

33,754

2019

40 Years

Columbus, OH

357,767

1,423,046

357,767

1,423,046

1,780,813

62,081

2019

40 Years

F-58

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Conneaut, OH

200,915

1,363,715

7,983

200,915

1,371,698

1,572,613

39,925

2019

40 Years

Hamilton, OH

335,677

1,066,581

335,677

1,066,581

1,402,258

44,297

2019

40 Years

Heath, OH

657,358

3,259,449

313,281

657,358

3,572,730

4,230,088

96,735

2019

40 Years

Kenton, OH

191,968

1,290,534

7,723

191,968

1,298,257

1,490,225

35,097

2019

40 Years

Maumee, OH

1,498,739

815,222

1,498,739

815,222

2,313,961

39,130

2019

40 Years

Oxford, OH

912,241

2,566,991

912,241

2,566,991

3,479,232

117,494

2019

40 Years

West Chester, OH

796,035

814,730

660

796,035

815,390

1,611,425

39,052

2019

40 Years

West Chester, OH

395,924

1,173,848

395,924

1,173,848

1,569,772

53,684

2019

40 Years

Ada, OK

336,304

1,234,870

336,304

1,234,870

1,571,174

36,017

2019

40 Years

Bartlesville, OK

451,582

1,249,112

451,582

1,249,112

1,700,694

46,670

2019

40 Years

Bokoshe, OK

47,725

797,175

47,725

797,175

844,900

29,604

2019

40 Years

Lawton, OK

230,834

612,256

230,834

612,256

843,090

22,788

2019

40 Years

Whitefield, OK

144,932

863,327

144,932

863,327

1,008,259

32,375

2019

40 Years

Cranberry Township, PA

2,066,679

2,049,310

2,066,679

2,049,310

4,115,989

93,867

2019

40 Years

Ebensburg, PA

551,162

2,023,064

551,162

2,023,064

2,574,226

88,343

2019

40 Years

Flourtown, PA

1,342,409

2,229,147

1,342,409

2,229,147

3,571,556

106,798

2019

40 Years

Monaca, PA

449,116

842,901

449,116

842,901

1,292,017

38,573

2019

40 Years

Natrona Heights, PA

1,412,247

1,719,447

1,412,247

1,719,447

3,131,694

82,390

2019

40 Years

North Huntingdon, PA

428,166

1,508,044

428,166

1,508,044

1,936,210

69,059

2019

40 Years

Oakdale, PA

708,623

987,577

12,578

708,623

1,000,155

1,708,778

26,983

2019

40 Years

Philadelphia, PA

1,891,985

20,799,223

199,478

1,891,985

20,998,701

22,890,686

866,957

2019

40 Years

Pittsburgh, PA

1,251,674

3,842,592

1,251,674

3,842,592

5,094,266

119,981

2019

40 Years

Robinson Township, PA

1,630,648

2,703,381

1,630,648

2,703,381

4,334,029

101,292

2019

40 Years

Titusville, PA

877,651

2,568,060

877,651

2,568,060

3,445,711

101,595

2019

40 Years

West View, PA

120,349

1,347,706

120,349

1,347,706

1,468,055

44,839

2019

40 Years

York, PA

3,331,496

6,690,968

3,331,496

6,690,968

10,022,464

264,608

2019

40 Years

Columbia, SC

2,783,934

13,228,453

2,783,934

13,228,453

16,012,387

606,177

2019

40 Years

Hampton, SC

215,462

1,050,367

215,462

1,050,367

1,265,829

52,518

2019

40 Years

Myrtle Beach, SC

1,371,226

2,752,440

496,319

1,371,226

3,248,759

4,619,985

98,211

2019

40 Years

Orangeburg, SC

316,428

1,116,664

316,428

1,116,664

1,433,092

44,123

2019

40 Years

Kadoka, SD

134,528

926,523

134,528

926,523

1,061,051

34,745

2019

40 Years

Thorn Hill, TN

115,367

974,925

115,367

974,925

1,090,292

42,558

2019

40 Years

Woodbury, TN

154,043

1,092,958

154,043

1,092,958

1,247,001

47,817

2019

40 Years

Burleson, TX

1,396,753

3,312,794

13,864

1,396,753

3,326,658

4,723,411

83,080

2019

40 Years

Carrizo Springs, TX

337,070

812,963

5,087

337,070

818,050

1,155,120

30,556

2019

40 Years

Garland, TX

773,385

2,587,011

773,385

2,587,011

3,360,396

107,792

2019

40 Years

Kenedy, TX

325,159

954,774

11,255

325,159

966,029

1,291,188

24,080

2019

40 Years

F-59

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Benton, AR

2,271,157

1,324,716

2,271,157

1,324,716

3,595,873

2020

40 Years

Bismarck, AR

129,139

876,127

129,139

876,127

1,005,266

9,007

2020

40 Years

Centerton, AR

502,391

2,152,058

502,391

2,152,058

2,654,449

13,450

2020

40 Years

Elaine, AR

51,248

802,757

51,248

802,757

854,005

13,080

2020

40 Years

Jonesboro, AR

477,565

942,703

477,565

942,703

1,420,268

5,838

2020

40 Years

Little Rock, AR

136,550

638,605

136,550

638,605

775,155

10,586

2020

40 Years

Mayflower, AR

708,465

448,741

708,465

448,741

1,157,206

2020

40 Years

Mena, AR

1,459,039

1,459,039

1,459,039

2020

Pine Bluff, AR

195,689

1,102,338

195,689

1,102,338

1,298,027

20,566

2020

40 Years

Pine Bluff, AR

279,293

1,290,094

279,293

1,290,094

1,569,387

21,208

2020

40 Years

Searcy, AR

548,495

5,834,876

548,495

5,834,876

6,383,371

60,528

2020

40 Years

Sparkman, AR

80,956

720,376

80,956

720,376

801,332

5,943

2020

40 Years

West Helena, AR

93,907

885,680

93,907

885,680

979,587

14,373

2020

40 Years

Coolidge, AZ

252,228

1,164,641

252,228

1,164,641

1,416,869

14,448

2020

40 Years

Maricopa, AZ

761,177

1,600,925

761,177

1,600,925

2,362,102

3,325

2020

40 Years

Phoenix, AZ

11,641,459

7,261,072

11,641,459

7,261,072

18,902,531

75,501

2020

40 Years

Tucson, AZ

3,267,761

6,624,814

3,267,761

6,624,814

9,892,575

2020

40 Years

Yuma, AZ

840,427

5,489,179

840,427

5,489,179

6,329,606

68,476

2020

40 Years

Yuma, AZ

5,052,648

5,052,648

5,052,648

2020

40 Years

Antioch, CA

3,369,667

6,952,571

3,369,667

6,952,571

10,322,238

57,839

2020

40 Years

Calexico, CA

937,091

22,274

937,091

22,274

959,365

278

2020

40 Years

Hawthorne, CA

7,297,568

5,841,964

7,297,568

5,841,964

13,139,532

36,402

2020

40 Years

Napa, CA

5,287,831

13,608,836

5,287,831

13,608,836

18,896,667

169,933

2020

40 Years

Palmdale, CA

2,159,541

6,648,091

2,159,541

6,648,091

8,807,632

124,490

2020

40 Years

Quincy, CA

315,559

1,597,973

315,559

1,597,973

1,913,532

29,712

2020

40 Years

Quincy, CA

605,988

4,898,500

605,988

4,898,500

5,504,488

71,364

2020

40 Years

Rancho Cordova, CA

10,668,451

10,668,451

10,668,451

2020

San Francisco, CA

7,234,677

748,185

7,234,677

748,185

7,982,862

1,540

2020

40 Years

Signal Hill, CA

8,490,622

6,714,882

8,490,622

6,714,882

15,205,504

153,883

2020

40 Years

Stockton, CA

961,910

3,310,275

961,910

3,310,275

4,272,185

2020

40 Years

Broomfield, CO

708,881

965,675

708,881

965,675

1,674,556

2020

40 Years

Cortez, CO

177,422

1,594,274

177,422

1,594,274

1,771,696

2020

40 Years

La Junta, CO

187,988

823,735

187,988

823,735

1,011,723

15,195

2020

40 Years

Pueblo, CO

235,805

1,568,540

235,805

1,568,540

1,804,345

19,607

2020

40 Years

Newington, CT

403,932

1,915,897

403,932

1,915,897

2,319,829

39,810

2020

40 Years

Old Saybrook, CT

443,801

3,497,920

443,801

3,497,920

3,941,721

21,714

2020

40 Years

Stafford Springs, CT

1,230,939

7,075,776

1,230,939

7,075,776

8,306,715

44,224

2020

40 Years

F-60

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Laredo, TX

1,117,403

2,152,573

1,117,403

2,152,573

3,269,976

85,111

2019

40 Years

Lewisville, TX

2,347,993

5,271,935

2,347,993

5,271,935

7,619,928

252,614

2019

40 Years

Lubbock, TX

1,420,820

1,858,395

1,420,820

1,858,395

3,279,215

89,048

2019

40 Years

Wichita Falls, TX

585,664

1,952,988

585,664

1,952,988

2,538,652

73,237

2019

40 Years

Wylie, TX

686,154

1,623,684

686,154

1,623,684

2,309,838

74,359

2019

40 Years

Draper, UT

1,344,025

3,321,208

23,553

1,344,025

3,344,761

4,688,786

83,472

2019

40 Years

Bristol, VA

996,915

1,374,467

996,915

1,374,467

2,371,382

45,816

2019

40 Years

Gloucester, VA

458,785

1,994,093

458,785

1,994,093

2,452,878

66,425

2019

40 Years

Hampton, VA

3,549,928

6,096,218

107

3,549,928

6,096,325

9,646,253

190,261

2019

40 Years

Hampton, VA

429,613

1,081,015

429,613

1,081,015

1,510,628

36,034

2019

40 Years

Hampton, VA

744,520

1,249,355

744,520

1,249,355

1,993,875

41,645

2019

40 Years

Hampton, VA

561,596

1,545,002

561,596

1,545,002

2,106,598

51,500

2019

40 Years

Newport News, VA

12,618,320

12,618,320

12,618,320

2019

Newport News, VA

855,793

1,754,228

855,793

1,754,228

2,610,021

58,474

2019

40 Years

Poquoson, VA

330,867

848,105

2,156

330,867

850,261

1,181,128

28,311

2019

40 Years

South Boston, VA

490,590

2,637,385

15,414

490,590

2,652,799

3,143,389

77,213

2019

40 Years

Surry, VA

685,233

994,788

685,233

994,788

1,680,021

33,160

2019

40 Years

Williamsburg, VA

1,574,769

2,001,920

1,574,769

2,001,920

3,576,689

66,731

2019

40 Years

Williamsburg, VA

675,861

1,098,464

675,861

1,098,464

1,774,325

36,615

2019

40 Years

Wytheville, VA

206,660

1,248,178

206,660

1,248,178

1,454,838

31,204

2019

40 Years

Ephrata, WA

368,492

4,821,470

16,533

368,492

4,838,003

5,206,495

130,891

2019

40 Years

Charleston, WV

561,767

561,767

561,767

2019

Ripley, WV

1,042,204

20,423

1,062,627

1,062,627

2019

Black River Falls, WI

278,472

1,141,572

9,519

278,472

1,151,091

1,429,563

31,096

2019

40 Years

Lake Geneva, WI

7,078,726

7,078,726

7,078,726

2019

Menomonee Falls, WI

3,518,493

12,020,248

3,408

3,518,493

12,023,656

15,542,149

475,476

2019

40 Years

Sun Prairie, WI

2,864,563

7,215,614

2,864,563

7,215,614

10,080,177

225,289

2019

40 Years

West Milwaukee, WI

783,260

3,055,907

11,764

783,260

3,067,671

3,850,931

82,984

2019

40 Years

Adger, AL

189,119

1,222,891

189,119

1,222,891

1,412,010

17,834

2020

40 Years

Dothan, AL

792,626

3,017,431

792,626

3,017,431

3,810,057

2020

40 Years

Enterprise, AL

728,934

2,504,283

728,934

2,504,283

3,233,217

57,390

2020

40 Years

Lanett, AL

597,615

2,264,102

597,615

2,264,102

2,861,717

18,846

2020

40 Years

Saraland, AL

838,216

2,709,602

838,216

2,709,602

3,547,818

61,865

2020

40 Years

Sylacauga, AL

2,181,806

9,940,930

2,181,806

9,940,930

12,122,736

144,903

2020

40 Years

Theodore, AL

743,751

2,667,802

743,751

2,667,802

3,411,553

55,491

2020

40 Years

Altheimer, AR

202,235

1,151,471

202,235

1,151,471

1,353,706

18,803

2020

40 Years

Benton, AR

561,085

2,141,511

561,085

2,141,511

2,702,596

8,923

2020

40 Years

F-61

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Davenport, FL

721,966

1,435,651

721,966

1,435,651

2,157,617

35,891

2020

40 Years

Deerfield Beach, FL

1,963,542

514,491

1,963,542

514,491

2,478,033

5,258

2020

40 Years

Labelle, FL

489,345

2,754,977

489,345

2,754,977

3,244,322

28,597

2020

40 Years

Lake Placid, FL

2,060,445

2,060,445

2,060,445

2020

Leesburg, FL

708,698

541,993

708,698

541,993

1,250,691

2020

40 Years

Madison, FL

171,150

619,660

171,150

619,660

790,810

10,250

2020

40 Years

Orlando, FL

4,558,262

7,261,682

4,558,262

7,261,682

11,819,944

120,898

2020

40 Years

Panama City, FL

830,080

856,243

830,080

856,243

1,686,323

21,399

2020

40 Years

Pensacola, FL

379,154

969,254

379,154

969,254

1,348,408

2020

40 Years

Port St. Lucie, FL

670,030

1,664,571

670,030

1,664,571

2,334,601

34,554

2020

40 Years

Punta Gorda, FL

615,829

1,921,751

615,829

1,921,751

2,537,580

44,040

2020

40 Years

Sebring, FL

1,986,013

1,986,013

1,986,013

2020

Venice, FL

1,301,719

1,233,030

1,301,719

1,233,030

2,534,749

30,826

2020

40 Years

Vero Beach, FL

1,241,406

1,356,081

1,241,406

1,356,081

2,597,487

31,077

2020

40 Years

Albany, GA

311,920

1,278,107

311,920

1,278,107

1,590,027

21,238

2020

40 Years

Albany, GA

248,888

1,445,530

248,888

1,445,530

1,694,418

24,033

2020

40 Years

Albany, GA

898,015

5,713,749

898,015

5,713,749

6,611,764

32,899

2020

40 Years

Americus, GA

238,633

968,812

238,633

968,812

1,207,445

16,140

2020

40 Years

Cairo, GA

237,315

1,040,643

237,315

1,040,643

1,277,958

26,016

2020

40 Years

Dallas, GA

235,642

1,134,202

235,642

1,134,202

1,369,844

2020

40 Years

Doraville, GA

533,512

1,709,449

533,512

1,709,449

2,242,961

7,123

2020

40 Years

Flowery Branch, GA

1,253,091

1,253,091

1,253,091

2020

Jesup, GA

155,604

864,415

155,604

864,415

1,020,019

14,328

2020

40 Years

Lawrenceville, GA

852,136

1,633,580

852,136

1,633,580

2,485,716

37,436

2020

40 Years

Lithia Springs, GA

3,789,145

7,881,640

3,789,145

7,881,640

11,670,785

98,416

2020

40 Years

Moultrie, GA

150,752

868,415

150,752

868,415

1,019,167

14,394

2020

40 Years

Quitman, GA

407,661

1,125,845

407,661

1,125,845

1,533,506

28,146

2020

40 Years

Savannah, GA

749,834

1,802,814

749,834

1,802,814

2,552,648

18,699

2020

40 Years

Savannah, GA

3,502,278

4,132,018

3,502,278

4,132,018

7,634,296

34,229

2020

40 Years

George, IA

283,785

942,785

283,785

942,785

1,226,570

23,569

2020

40 Years

Graettinger, IA

154,261

933,746

154,261

933,746

1,088,007

23,343

2020

40 Years

Alexis, IL

425,656

1,237,404

425,656

1,237,404

1,663,060

28,357

2020

40 Years

Chicago, IL

2,780,722

2,305,569

2,780,722

2,305,569

5,086,291

14,283

2020

40 Years

Chicago, IL

424,932

4,223,123

424,932

4,223,123

4,648,055

26,273

2020

40 Years

Chicago, IL

596,808

1,415,648

596,808

1,415,648

2,012,456

8,727

2020

40 Years

Chicago, IL

932,560

2,553,809

932,560

2,553,809

3,486,369

2020

40 Years

East Alton, IL

113,457

1,422,573

113,457

1,422,573

1,536,030

17,684

2020

40 Years

F-62

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Fairfield, IL

198,833

1,180,242

198,833

1,180,242

1,379,075

2,430

2020

40 Years

Grayslake, IL

478,307

1,131,061

478,307

1,131,061

1,609,368

16,369

2020

40 Years

Homewood, IL

1,224,131

10,005,811

1,224,131

10,005,811

11,229,942

166,583

2020

40 Years

Kankakee, IL

107,139

1,185,653

107,139

1,185,653

1,292,792

4,860

2020

40 Years

Manteno, IL

71,681

1,213,963

71,681

1,213,963

1,285,644

2020

40 Years

Oswego, IL

373,727

2,715,101

373,727

2,715,101

3,088,828

2020

40 Years

Rockton, IL

367,154

1,526,399

367,154

1,526,399

1,893,553

2020

40 Years

Elkhart, IN

173,631

972,629

173,631

972,629

1,146,260

2020

40 Years

Franklin, IN

979,332

1,548,523

979,332

1,548,523

2,527,855

2020

40 Years

Indianapolis, IN

251,149

1,550,984

251,149

1,550,984

1,802,133

3,214

2020

40 Years

Noblesville, IN

259,582

1,611,431

259,582

1,611,431

1,871,013

36,929

2020

40 Years

Peru, IN

202,110

1,501,247

202,110

1,501,247

1,703,357

18,766

2020

40 Years

Rockville, IN

436,457

1,601,972

436,457

1,601,972

2,038,429

2020

40 Years

Derby, KS

440,419

2,367,428

440,419

2,367,428

2,807,847

19,591

2020

40 Years

Independence, KS

200,329

1,426,975

200,329

1,426,975

1,627,304

2020

40 Years

Shawnee, KS

2,594,271

2,766,524

2,594,271

2,766,524

5,360,795

34,483

2020

40 Years

Wichita, KS

834,377

2,338,612

834,377

2,338,612

3,172,989

29,134

2020

40 Years

Wichita, KS

2,031,526

1,974,595

2,031,526

1,974,595

4,006,121

24,584

2020

40 Years

Wichita, KS

1,194,939

2,062,020

1,194,939

2,062,020

3,256,959

25,677

2020

40 Years

Wichita, KS

2,171,260

2,235,093

2,171,260

2,235,093

4,406,353

27,939

2020

40 Years

Louisa, KY

242,391

1,177,975

242,391

1,177,975

1,420,366

4,908

2020

40 Years

Louisville, KY

2,185,678

3,081,512

2,185,678

3,081,512

5,267,190

77,038

2020

40 Years

Louisville, KY

208,346

621,820

208,346

621,820

830,166

6,418

2020

40 Years

Amite City, LA

264,208

930,655

264,208

930,655

1,194,863

7,664

2020

40 Years

Baton Rouge, LA

377,270

1,225,020

377,270

1,225,020

1,602,290

27,897

2020

40 Years

Denham Springs, LA

398,006

1,484,613

398,006

1,484,613

1,882,619

12,347

2020

40 Years

Dequincy, LA

288,426

969,725

288,426

969,725

1,258,151

10,101

2020

40 Years

Gibson, LA

414,855

1,252,765

414,855

1,252,765

1,667,620

18,152

2020

40 Years

Gonzales, LA

688,032

2,457,035

688,032

2,457,035

3,145,067

10,172

2020

40 Years

Hammond, LA

367,215

2,243,382

367,215

2,243,382

2,610,597

2020

40 Years

Laplace, LA

1,971,887

8,537,415

1,971,887

8,537,415

10,509,302

142,153

2020

40 Years

Springhill, LA

438,507

2,335,035

438,507

2,335,035

2,773,542

2020

40 Years

Dorchester, MA

4,815,990

923,841

4,815,990

923,841

5,739,831

1,901

2020

40 Years

East Wareham, MA

590,052

1,525,359

590,052

1,525,359

2,115,411

3,147

2020

40 Years

Pittsfield, MA

4,127,428

4,127,428

4,127,428

2020

Pittsfield, MA

5,087,945

5,087,945

5,087,945

2020

Taunton, MA

1,005,673

8,352,646

1,005,673

8,352,646

9,358,319

208,816

2020

40 Years

F-63

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Aberdeen, MD

758,616

1,712,723

758,616

1,712,723

2,471,339

42,818

2020

40 Years

Baltimore, MD

3,031,879

3,031,879

3,031,879

2020

Cockeysville, MD

2,209,572

2,209,572

2,209,572

2020

Hagerstown, MD

1,009,779

1,285,162

1,009,779

1,285,162

2,294,941

29,452

2020

40 Years

Owings Mills, MD

2,154,954

3,017,368

2,154,954

3,017,368

5,172,322

18,744

2020

40 Years

Augusta, ME

1,627,817

1,627,817

1,627,817

2020

Benton Harbor, MI

385,355

1,090,802

385,355

1,090,802

1,476,157

2020

40 Years

Cedar Springs, MI

346,310

1,907,232

346,310

1,907,232

2,253,542

2020

40 Years

Grayling, MI

277,355

521,492

277,355

521,492

798,847

6,372

2020

40 Years

Hart, MI

1,336,141

1,294,095

1,336,141

1,294,095

2,630,236

24,004

2020

40 Years

Holland, MI

108,733

1,773,459

108,733

1,773,459

1,882,192

44,336

2020

40 Years

Howell, MI

601,610

1,491,797

601,610

1,491,797

2,093,407

21,602

2020

40 Years

Jonesville, MI

1,171,853

8,871,307

1,171,853

8,871,307

10,043,160

147,721

2020

40 Years

Monroe, MI

1,315,043

9,131,436

1,315,043

9,131,436

10,446,479

56,846

2020

40 Years

Omer, MI

165,126

828,778

165,126

828,778

993,904

18,993

2020

40 Years

Owosso, MI

299,521

2,240,764

299,521

2,240,764

2,540,285

56,019

2020

40 Years

Taylor, MI

338,092

1,017,043

338,092

1,017,043

1,355,135

6,190

2020

40 Years

Traverse City, MI

337,556

3,980,018

337,556

3,980,018

4,317,574

16,383

2020

40 Years

Apple Valley, MN

814,086

2,665,167

814,086

2,665,167

3,479,253

11,035

2020

40 Years

Blaine, MN

497,750

2,998,249

497,750

2,998,249

3,495,999

2020

40 Years

Chanhassen, MN

1,664,359

11,222

1,664,359

11,222

1,675,581

2020

40 Years

Glyndon, MN

131,845

853,575

131,845

853,575

985,420

21,339

2020

40 Years

Hill City, MN

66,391

996,428

66,391

996,428

1,062,819

24,910

2020

40 Years

Holdingford, MN

276,722

1,078,003

276,722

1,078,003

1,354,725

26,950

2020

40 Years

Ottertail, MN

209,929

897,043

209,929

897,043

1,106,972

22,426

2020

40 Years

Arnold, MO

846,894

2,392,044

846,894

2,392,044

3,238,938

2020

40 Years

Leeton, MO

192,069

1,109,261

192,069

1,109,261

1,301,330

16,177

2020

40 Years

Liberty, MO

367,591

4,348,251

367,591

4,348,251

4,715,842

45,043

2020

40 Years

Northmoor, MO

551,491

1,723,994

551,491

1,723,994

2,275,485

17,868

2020

40 Years

Platte City, MO

766,613

2,501,154

766,613

2,501,154

3,267,767

2020

40 Years

Richmond Heights, MO

3,305,260

2,531,065

3,305,260

2,531,065

5,836,325

31,638

2020

40 Years

Sheldon, MO

168,799

1,017,992

168,799

1,017,992

1,186,791

14,846

2020

40 Years

Thayer, MO

685,788

1,968,043

685,788

1,968,043

2,653,831

32,874

2020

40 Years

Union, MO

270,233

1,041,690

270,233

1,041,690

1,311,923

10,788

2020

40 Years

Brandon, MS

526,657

1,575,241

526,657

1,575,241

2,101,898

9,731

2020

40 Years

Flowood, MS

1,625,494

6,417,821

1,625,494

6,417,821

8,043,315

78,505

2020

40 Years

Flowood, MS

759,912

2,383,348

759,912

2,383,348

3,143,260

14,808

2020

40 Years

F-64

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Gore Springs, MS

188,141

951,645

188,141

951,645

1,139,786

15,475

2020

40 Years

Greenwood, MS

150,855

903,459

150,855

903,459

1,054,314

14,669

2020

40 Years

Greenwood, MS

137,312

1,154,001

137,312

1,154,001

1,291,313

14,262

2020

40 Years

Grenada, MS

187,855

947,888

187,855

947,888

1,135,743

15,410

2020

40 Years

Gulfport, MS

597,617

2,692,177

597,617

2,692,177

3,289,794

61,435

2020

40 Years

Madison, MS

1,437,048

6,194,546

1,437,048

6,194,546

7,631,594

38,649

2020

40 Years

Oxford, MS

547,606

993,807

547,606

993,807

1,541,413

2020

40 Years

Southaven, MS

259,300

864,055

259,300

864,055

1,123,355

5,307

2020

40 Years

Wiggins, MS

639,466

2,563,263

639,466

2,563,263

3,202,729

21,339

2020

40 Years

Asheville, NC

5,132,913

5,132,913

5,132,913

2020

Atlantic Beach, NC

261,338

1,156,375

261,338

1,156,375

1,417,713

9,544

2020

40 Years

Beaufort, NC

375,437

1,417,587

375,437

1,417,587

1,793,024

11,721

2020

40 Years

Boone, NC

4,795,569

9,543,185

4,795,569

9,543,185

14,338,754

218,557

2020

40 Years

Buxton, NC

209,947

1,186,030

209,947

1,186,030

1,395,977

9,791

2020

40 Years

Cary, NC

253,081

1,018,159

253,081

1,018,159

1,271,240

8,417

2020

40 Years

Chapel Hill, NC

22,437,345

22,437,345

22,437,345

2020

Charlotte, NC

978,304

1,328,283

978,304

1,328,283

2,306,587

24,792

2020

40 Years

Concord, NC

952,393

1,398,319

952,393

1,398,319

2,350,712

29,132

2020

40 Years

Dallas, NC

309,847

1,008,936

309,847

1,008,936

1,318,783

12,526

2020

40 Years

Durham, NC

229,232

1,169,836

229,232

1,169,836

1,399,068

9,656

2020

40 Years

Elkin, NC

292,234

1,884,674

292,234

1,884,674

2,176,908

2020

40 Years

Elm City, NC

447,081

1,401,379

447,081

1,401,379

1,848,460

11,585

2020

40 Years

Emerald Isle, NC

316,187

1,125,842

316,187

1,125,842

1,442,029

9,289

2020

40 Years

Fuquay-Varina, NC

4,398,922

10,142,102

4,398,922

10,142,102

14,541,024

232,423

2020

40 Years

Garner, NC

216,566

1,170,660

216,566

1,170,660

1,387,226

9,663

2020

40 Years

Goldsboro, NC

246,160

1,227,984

246,160

1,227,984

1,474,144

10,140

2020

40 Years

Goldsboro, NC

243,355

1,135,304

243,355

1,135,304

1,378,659

9,368

2020

40 Years

Greensboro, NC

272,962

1,126,017

272,962

1,126,017

1,398,979

9,291

2020

40 Years

Greenville, NC

161,533

1,095,964

161,533

1,095,964

1,257,497

9,040

2020

40 Years

Harkers Island, NC

964,627

2,109,360

964,627

2,109,360

3,073,987

17,578

2020

40 Years

Jacksonville, NC

405,135

1,122,908

405,135

1,122,908

1,528,043

9,358

2020

40 Years

Jacksonville, NC

3,213,710

10,021,579

3,213,710

10,021,579

13,235,289

62,488

2020

40 Years

Jacksonville, NC

295,296

1,426,015

295,296

1,426,015

1,721,311

2020

40 Years

Kinston, NC

358,915

1,016,305

358,915

1,016,305

1,375,220

8,469

2020

40 Years

Knotts Island, NC

129,285

1,232,265

129,285

1,232,265

1,361,550

10,269

2020

40 Years

Morehead City, NC

201,436

934,453

201,436

934,453

1,135,889

7,787

2020

40 Years

Randleman, NC

1,368,987

8,954,905

1,368,987

8,954,905

10,323,892

205,217

2020

40 Years

F-65

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Randleman, NC

1,834,106

1,834,106

1,834,106

2020

Rocky Mount, NC

305,766

1,114,117

305,766

1,114,117

1,419,883

9,284

2020

40 Years

Rocky Mount, NC

206,675

960,873

206,675

960,873

1,167,548

8,007

2020

40 Years

Salisbury, NC

990,303

1,019,025

990,303

1,019,025

2,009,328

2020

40 Years

Salter Path, NC

245,172

1,012,413

245,172

1,012,413

1,257,585

8,437

2020

40 Years

Smithfield, NC

270,560

1,201,146

270,560

1,201,146

1,471,706

10,010

2020

40 Years

Sylva, NC

1,776,968

12,026,284

1,776,968

12,026,284

13,803,252

225,253

2020

40 Years

Waves, NC

320,928

1,092,703

320,928

1,092,703

1,413,631

9,106

2020

40 Years

Waxhaw, NC

679,943

2,377,641

679,943

2,377,641

3,057,584

9,836

2020

40 Years

Winston Salem, NC

232,299

1,069,191

232,299

1,069,191

1,301,490

8,910

2020

40 Years

Winston-Salem, NC

282,142

1,316,279

282,142

1,316,279

1,598,421

2020

40 Years

Winterville, NC

312,123

1,271,222

312,123

1,271,222

1,583,345

10,594

2020

40 Years

Stanley, ND

346,030

3,299,205

346,030

3,299,205

3,645,235

61,746

2020

40 Years

Lebanon, NH

694,609

3,892,685

694,609

3,892,685

4,587,294

64,778

2020

40 Years

Budd Lake, NJ

2,771,964

2,771,964

2,771,964

2020

Fairfield, NJ

2,358,323

2,358,323

2,358,323

2020

Paterson, NJ

2020

Clovis, NM

74,256

943,641

74,256

943,641

1,017,897

1,945

2020

40 Years

Albany, NY

539,308

1,123,766

539,308

1,123,766

1,663,074

9,255

2020

40 Years

Bemus Point, NY

49,293

980,218

49,293

980,218

1,029,511

12,208

2020

40 Years

Candor, NY

271,132

1,012,522

271,132

1,012,522

1,283,654

12,645

2020

40 Years

Conklin, NY

247,429

939,529

247,429

939,529

1,186,958

11,732

2020

40 Years

Greene, NY

449,997

1,173,666

449,997

1,173,666

1,623,663

14,659

2020

40 Years

Hamburg, NY

526,596

561,841

526,596

561,841

1,088,437

2020

40 Years

Masonville, NY

222,228

1,059,364

222,228

1,059,364

1,281,592

13,230

2020

40 Years

Medford, NY

1,211,908

3,751,279

1,211,908

3,751,279

4,963,187

23,297

2020

40 Years

Mount Upton, NY

152,379

918,162

152,379

918,162

1,070,541

11,477

2020

40 Years

Olean, NY

1,224,360

12,197,768

1,224,360

12,197,768

13,422,128

228,418

2020

40 Years

Pompey, NY

774,544

1,437,312

774,544

1,437,312

2,211,856

17,966

2020

40 Years

Ripley, NY

110,279

756,748

110,279

756,748

867,027

9,459

2020

40 Years

Rochester, NY

2,391,104

13,146,442

2,391,104

13,146,442

15,537,546

81,966

2020

40 Years

Syracuse, NY

1,432,858

6,115,247

1,432,858

6,115,247

7,548,105

114,447

2020

40 Years

Wainscott, NY

4,544,060

4,084,794

4,544,060

4,084,794

8,628,854

76,457

2020

40 Years

Watertown, NY

523,013

1,323,771

523,013

1,323,771

1,846,784

8,197

2020

40 Years

Boardman, OH

483,754

1,817,047

483,754

1,817,047

2,300,801

18,868

2020

40 Years

Carrollton, OH

251,046

1,593,367

251,046

1,593,367

1,844,413

29,631

2020

40 Years

Chillicothe, OH

760,959

10,507,546

760,959

10,507,546

11,268,505

196,845

2020

40 Years

F-66

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Cincinnati, OH

381,550

1,651,643

381,550

1,651,643

2,033,193

17,145

2020

40 Years

Columbus, OH

1,689,259

6,937,214

1,689,259

6,937,214

8,626,473

37,290

2020

40 Years

Defiance, OH

127,517

1,407,734

127,517

1,407,734

1,535,251

2020

40 Years

Dunkirk, OH

230,958

1,069,772

230,958

1,069,772

1,300,730

15,529

2020

40 Years

Hudson, OH

548,279

763,934

548,279

763,934

1,312,213

2020

40 Years

Mason, OH

4,470,714

11,479,943

4,470,714

11,479,943

15,950,657

95,546

2020

40 Years

Massillon, OH

118,153

1,177,205

118,153

1,177,205

1,295,358

2020

40 Years

Mayfield Heights, OH

696,965

987,268

696,965

987,268

1,684,233

2020

40 Years

Oregon, OH

4,915,676

11,980,299

4,915,676

11,980,299

16,895,975

49,776

2020

40 Years

Parma, OH

1,292,437

9,410

1,292,437

9,410

1,301,847

118

2020

40 Years

Toledo, OH

8,645,091

30,638

8,645,091

30,638

8,675,729

574

2020

40 Years

Toledo, OH

4,950,900

8,979,618

4,950,900

8,979,618

13,930,518

37,352

2020

40 Years

Westerville, OH

946,988

1,786,197

946,988

1,786,197

2,733,185

2020

40 Years

Westerville, OH

690,653

1,402,190

690,653

1,402,190

2,092,843

2020

40 Years

Checotah, OK

151,906

862,730

151,906

862,730

1,014,636

16,148

2020

40 Years

Elk City, OK

507,204

3,969,937

507,204

3,969,937

4,477,141

49,493

2020

40 Years

Moore, OK

1,649,938

1,480,239

1,649,938

1,480,239

3,130,177

2020

40 Years

Oklahoma City, OK

356,795

1,349,469

356,795

1,349,469

1,706,264

13,997

2020

40 Years

Eugene, OR

4,253,602

7,543,456

4,253,602

7,543,456

11,797,058

47,052

2020

40 Years

Seaside, OR

376,612

5,093,532

376,612

5,093,532

5,470,144

63,557

2020

40 Years

Bristol, PA

1,201,361

9,382

1,201,361

9,382

1,210,743

117

2020

40 Years

Lawrence Township, PA

225,955

1,552,979

225,955

1,552,979

1,778,934

22,648

2020

40 Years

Nescopeck, PA

428,452

1,362,404

428,452

1,362,404

1,790,856

14,192

2020

40 Years

New Milford, PA

206,824

1,139,407

206,824

1,139,407

1,346,231

16,545

2020

40 Years

Orangeville, PA

201,441

1,065,583

201,441

1,065,583

1,267,024

6,660

2020

40 Years

Port Trevorton, PA

143,540

955,027

143,540

955,027

1,098,567

13,856

2020

40 Years

Tobyhanna, PA

181,003

1,066,380

181,003

1,066,380

1,247,383

15,480

2020

40 Years

Wellsboro, PA

165,062

1,091,790

165,062

1,091,790

1,256,852

2020

40 Years

Whitehall, PA

1,139,318

2,964,839

1,139,318

2,964,839

4,104,157

74,121

2020

40 Years

Chapin, SC

237,432

1,540,336

237,432

1,540,336

1,777,768

15,915

2020

40 Years

Clemson, SC

501,288

1,898,545

501,288

1,898,545

2,399,833

31,579

2020

40 Years

Columbia, SC

1,233,052

5,532,637

1,233,052

5,532,637

6,765,689

103,497

2020

40 Years

Columbia, SC

354,953

1,670,857

354,953

1,670,857

2,025,810

10,370

2020

40 Years

Greer, SC

426,062

1,800,058

426,062

1,800,058

2,226,120

41,251

2020

40 Years

Irmo, SC

274,327

729,177

274,327

729,177

1,003,504

4,557

2020

40 Years

Myrtle Beach, SC

858,941

1,377,893

858,941

1,377,893

2,236,834

31,577

2020

40 Years

Myrtle Beach, SC

389,784

915,150

389,784

915,150

1,304,934

2020

40 Years

F-67

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

Pageland, SC

305,018

2,185,114

305,018

2,185,114

2,490,132

4,529

2020

40 Years

Vermillion, SD

182,981

1,352,667

182,981

1,352,667

1,535,648

16,853

2020

40 Years

Yankton, SD

197,328

985,756

197,328

985,756

1,183,084

2020

40 Years

Cleveland, TN

1,060,966

1,508,917

1,060,966

1,508,917

2,569,883

34,579

2020

40 Years

Henderson, TN

109,252

705,187

109,252

705,187

814,439

4,353

2020

40 Years

Kimball, TN

1,509,366

11,782,512

1,509,366

11,782,512

13,291,878

147,068

2020

40 Years

Knoxville, TN

4,110,394

12,554,772

4,110,394

12,554,772

16,665,166

156,790

2020

40 Years

Knoxville, TN

210,544

1,396,261

210,544

1,396,261

1,606,805

8,608

2020

40 Years

Lakeland, TN

237,682

795,446

237,682

795,446

1,033,128

4,917

2020

40 Years

Nashville, TN

556,406

980,902

556,406

980,902

1,537,308

20,344

2020

40 Years

Nashville, TN

355,577

1,331,745

355,577

1,331,745

1,687,322

13,813

2020

40 Years

Seymour, TN

187,929

1,302,250

187,929

1,302,250

1,490,179

13,486

2020

40 Years

Tullahoma, TN

1,206,870

9,840,853

1,206,870

9,840,853

11,047,723

20,486

2020

40 Years

Belton, TX

587,479

2,228,889

587,479

2,228,889

2,816,368

9,214

2020

40 Years

Comanche, TX

93,935

1,213,190

93,935

1,213,190

1,307,125

30,330

2020

40 Years

Conroe, TX

1,227,703

1,227,703

1,227,703

2020

Converse, TX

1,425,000

471,349

1,425,000

471,349

1,896,349

4,740

2020

40 Years

Converse, TX

200,802

1,642,854

200,802

1,642,854

1,843,656

3,316

2020

40 Years

Cuero, TX

361,553

2,937,261

361,553

2,937,261

3,298,814

18,302

2020

40 Years

Dayton, TX

167,367

1,222,272

167,367

1,222,272

1,389,639

2020

40 Years

Devine, TX

307,379

1,194,057

307,379

1,194,057

1,501,436

7,463

2020

40 Years

El Paso, TX

5,085,368

9,188,052

5,085,368

9,188,052

14,273,420

152,997

2020

40 Years

Euless, TX

802,881

1,599,698

802,881

1,599,698

2,402,579

19,996

2020

40 Years

Gonzales, TX

382,828

2,667,952

382,828

2,667,952

3,050,780

16,614

2020

40 Years

Harker Heights, TX

659,665

863,417

659,665

863,417

1,523,082

5,396

2020

40 Years

Harker Heights, TX

1,564,673

806,551

1,564,673

806,551

2,371,224

2020

40 Years

Harlingen, TX

231,002

2,423,937

231,002

2,423,937

2,654,939

14,806

2020

40 Years

Houston, TX

5,229,809

6,223,821

5,229,809

6,223,821

11,453,630

51,031

2020

40 Years

Houston, TX

812,409

2,365,951

812,409

2,365,951

3,178,360

14,724

2020

40 Years

Houston, TX

835,464

5,596

835,464

5,596

841,060

2020

40 Years

Humble, TX

595,712

2,044,118

595,712

2,044,118

2,639,830

29,710

2020

40 Years

La Feria, TX

44,473

1,170,246

44,473

1,170,246

1,214,719

4,876

2020

40 Years

Lake Jackson, TX

898,275

1,791,093

898,275

1,791,093

2,689,368

2020

40 Years

Lewisville, TX

1,033,074

1,746,113

1,033,074

1,746,113

2,779,187

21,827

2020

40 Years

Lubbock, TX

332,773

933,072

332,773

933,072

1,265,845

2020

40 Years

Lubbock, TX

1,884,836

5,897,417

1,884,836

5,897,417

7,782,253

2020

40 Years

Mansfield, TX

1,116,200

1,554,255

1,116,200

1,554,255

2,670,455

2020

40 Years

F-68

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

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

Building and

 

Accumulated

Date of

Computed

Description

    

Encumbrance

    

Land

    

Improvements

    

Acquisition

    

Land

    

Improvements

    

Total

    

Depreciation

    

Acquisition

    

(in years)

McKinney, TX

2,304,155

1,862,729

2,304,155

1,862,729

4,166,884

2020

40 Years

Rhome, TX

477,504

2,267,040

477,504

2,267,040

2,744,544

2020

40 Years

Saginaw, TX

318,799

734,538

318,799

734,538

1,053,337

4,538

2020

40 Years

San Antonio, TX

947,884

884,952

947,884

884,952

1,832,836

2020

40 Years

Terrell, TX

1,065,186

3,244,273

1,065,186

3,244,273

4,309,459

81,108

2020

40 Years

Tomball, TX

789,415

1,258,695

789,415

1,258,695

2,048,110

2020

40 Years

Weslaco, TX

921,078

2,179,132

921,078

2,179,132

3,100,210

2020

40 Years

Wylie, TX

1,386,391

1,793,944

1,386,391

1,793,944

3,180,335

2020

40 Years

Chester, VA

389,357

389,357

389,357

2020

Galax, VA

160,074

1,185,312

160,074

1,185,312

1,345,386

2,453

2020

40 Years

Henrico, VA

439,174

1,681,279

439,174

1,681,279

2,120,453

2020

40 Years

Lynchburg, VA

241,396

890,833

241,396

890,833

1,132,229

2020

40 Years

Burlington, WI

1,121,515

3,220,272

1,121,515

3,220,272

4,341,787

2020

40 Years

Germantown, WI

617,945

1,199,846

617,945

1,199,846

1,817,791

2020

40 Years

Minocqua, WI

226,898

2,866,258

226,898

2,866,258

3,093,156

11,817

2020

40 Years

Mt. Pleasant, WI

1,705,035

14,386,315

1,705,035

14,386,315

16,091,350

89,769

2020

40 Years

Oshkosh, WI

203,067

1,470,954

203,067

1,470,954

1,674,021

3,035

2020

40 Years

Portage, WI

800,764

3,052,566

800,764

3,052,566

3,853,330

25,401

2020

40 Years

Vienna, WV

141,299

1,283,342

141,299

1,283,342

1,424,641

32,085

2020

40 Years

Cheyenne, WY

884,988

2,104,537

884,988

2,104,537

2,989,525

2020

40 Years

 

 

 

 

 

 

 

 

 

 

Subtotal

 

33,433,403

 

1,098,550,861

 

2,325,363,409

 

43,520,524

 

1,094,862,557

 

2,372,572,237

 

3,467,434,794

 

172,698,378

 

  

 

  

Property Under Development

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Various

 

 

 

10,653,350

 

 

 

10,653,350

 

10,653,350

 

 

 

Sub Total

 

 

 

10,653,350

 

 

 

10,653,350

 

10,653,350

 

 

  

 

  

Total

$

33,433,403

$

1,098,550,861

$

2,336,016,759

$

43,520,524

$

1,094,862,557

$

2,383,225,587

$

3,478,088,144

$

172,698,378

 

  

 

  

1. Reconciliation of Real Estate Properties

The following table reconciles the Real Estate Properties from January 1, 2018 to December 31, 2020.

    

2020

    

2019

    

2018

Balance at January 1

$

2,346,339,886

$

1,761,646,695

$

1,299,254,832

Construction and acquisition cost

 

1,175,354,194

 

644,483,047

 

519,369,366

Impairment charge

 

(4,136,998)

 

(1,609,000)

 

(1,163,000)

Disposition of real estate

 

(39,468,937)

 

(53,596,678)

 

(55,814,503)

Reclassified as assets held for sale

 

(1,332,348)

 

(4,584,178)

 

Balance at December 31

$

3,476,755,797

$

2,346,339,886

$

1,761,646,695

2. Reconciliation of Accumulated Depreciation

The following table reconciles the Real Estate Properties from January 1, 2018 to December 31, 2020.

    

2020

    

2019

    

2018

Balance at January 1

$

127,747,810

$

100,311,974

$

85,238,614

Current year depreciation expense

 

49,119,345

 

34,398,782

 

20,441,780

Disposition of real estate

 

(4,168,777)

 

(6,129,059)

 

(5,368,420)

Reclassified as assets held for sale

 

(121,637)

 

(833,887)

 

Balance at December 31

$

172,576,741

$

127,747,810

$

100,311,974

F-69

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2020

3. Tax Basis of Building and Improvements

The aggregate cost of Building and Improvements for federal income tax purposes is approximately $13,466,000 less than the cost basis used for financial statement purposes.

F-70

Table of Contents

SIGNATURES

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.

AGREE REALTY CORPORATION

1

By:

/s/ Joel N. Agree

    

Date: February 18, 2021

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 Clayton Thelen, 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 indicated on the 18th day of February 2021.

By:

/s/ Richard Agree

    

Date: February 18, 2021

Richard Agree

Executive Chairman of the Board of Directors

By:

/s/ Joel N. Agree

Date: February 18, 2021

Joel N. Agree

President, Chief Executive Officer and Director

(Principal Executive Officer)

 

By:

/s/ Clayton Thelen

Date: February 18, 2021

Clayton Thelen

Chief Financial Officer and Secretary

(Principal Financial Officer)

By:

/s/ David Wolff

Date: February 18, 2021

David Wolff

Chief Accounting Officer

(Principal Accounting Officer)

By:

/s/ Karen Dearing

Date: February 18, 2021

Karen Dearing

Director

By:

/s/ Merrie S. Frankel

Date: February 18, 2021

Merrie S. Frankel

Director

 

By:

/s/ Mike Hollman

Date: February 18, 2021

Mike Hollman

Director

 

By:

/s/ Farris G. Kalil

Date: February 18, 2021

Farris G. Kalil

Director

Table of Contents

By:

/s/ Greg Lehmkuhl

Date: February 18, 2021

Greg Lehmkuhl

Director

By:

/s/ Simon Leopold

Date: February 18, 2021

Simon Leopold

Director

 

By:

/s/ Jerome Rossi

Date: February 18, 2021

Jerome Rossi

Director

 

By:

/s/ William S. Rubenfaer

Date: February 18, 2021

William S. Rubenfaer

Director