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AGREE REALTY CORP - Annual Report: 2022 (Form 10-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended December 31, 2022

OR

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

For the transition period from __________ to __________

Commission File Number 001-12928

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

    

38-3148187

(State or other jurisdiction of incorporation or organization)

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

70 E. Long Lake Road, Bloomfield Hills, Michigan

(Address of principal executive offices)

48304

(Zip Code)

(248) 737-4190

(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $.0001 par value

ADC

New York Stock Exchange

Depositary Shares, each representing one-thousandth of a share of 4.25% Series A Cumulative Redeemable Preferred Stock, $0.0001 par value

ADCPrA

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.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Emerging growth company 

 

 

 

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).  

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

The aggregate market value of the Registrant’s shares of common stock held by non-affiliates was $5,759,057,053 as of June 30, 2022, based on the closing price of $72.13 on the New York Stock Exchange on that date.

At February 13, 2023, there were 90,173,424 shares of common stock, $.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the annual stockholder meeting to be held in 2023 are incorporated by reference into Part III of this Annual Report on Form 10-K as noted herein.

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

23

 

Item 2:

Properties

23

 

Item 3:

Legal Proceedings

26

 

Item 4:

Mine Safety Disclosures

27

 

PART II

 

Item 5:

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

27

 

Item 6:

[Reserved]

28

 

Item 7:

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

28

 

Item 7A:

Quantitative and Qualitative Disclosures about Market Risk

39

 

Item 8:

Financial Statements and Supplementary Data

39

 

Item 9:

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

39

 

Item 9A:

Controls and Procedures

40

 

Item 9B:

Other Information

40

 

Item 9C:

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

41

PART III

 

 

Item 10:

Directors, Executive Officers and Corporate Governance

42

 

Item 11:

Executive Compensation

42

 

Item 12:

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

42

 

Item 13:

Certain Relationships and Related Transactions, and Director Independence

42

 

Item 14:

Principal Accountant Fees and Services

42

 

PART IV

 

Item 15:

Exhibits and Financial Statement Schedules

43

 

Consolidated Financial Statements and Notes

F-1

 

Item 16:

Form 10-K Summary

48

SIGNATURES

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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 macroeconomic conditions and of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which macroeconomic trends and COVID-19 impact the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of macroeconomic conditions and the COVID-19 pandemic. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit agreements and unsecured notes, which could limit the Company’s flexibility and adversely affect its financial condition; credit market developments that may reduce availability under the Company’s revolving credit facility; an increase in market interest rates which could raise the Company’s interest costs on existing and future debt; a decrease in interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a REIT for federal income tax purposes, which could adversely affect the Company’s operations and ability to make distributions.

Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant,” the “Company,” “Agree Realty,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including its majority owned operating partnership, Agree Limited Partnership (the “Operating Partnership”). Agree Realty has elected to treat certain subsidiaries as taxable real estate investment trust subsidiaries which are collectively referred to herein as the “TRS.”

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Item 1:       Business

General

The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership of which the Company is the sole general partner and in which it held a 99.6% common interest as of December 31, 2022. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.

As of December 31, 2022, the Company’s portfolio consisted of 1,839 properties located in 48 states and totaling approximately 38.1 million square feet of Gross Leasable Area (“GLA”). The portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.8 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

As of December 31, 2022, the Company had 76 full-time employees, covering acquisitions, development, legal, asset management, accounting, finance, administrative and executive functions.

The Company was incorporated in December 1993 under the laws of the State of Maryland.  The Company believes that it has operated, and it intends to continue to operate, in such a manner to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In order to maintain qualification as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income each year and meet asset and income tests. Additionally, its charter limits ownership of the Company, directly or constructively, by any single person to 9.8% of the value or number of shares, whichever is more restrictive, of its outstanding common stock and 9.8% of the value of the aggregate of all of its outstanding stock, subject to certain exceptions. As a REIT, the Company is not subject to federal income tax with respect to that portion of its income that is distributed currently to its stockholders.

The Company’s principal executive offices are located at 70 E. Long Lake Road, Bloomfield Hills, MI 48304 and its telephone number is (248) 737-4190. The Company’s website is www.agreerealty.com. The Company’s reports are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Exchange Act and can be accessed through this site, free of charge, as soon as reasonably practicable after we electronically file or furnish such reports. These filings are also available on the SEC’s website at www.sec.gov. The Company’s website also contains copies of its corporate governance guidelines and code of business conduct and ethics, as well as the charters of its audit, compensation and nominating and governance committees. The information on the Company’s website is not part of this report.

Recent Developments

For a discussion of business developments that occurred in 2022, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” later in this report.  Certain summarized highlights are contained below.

Investments and Disposition Activity

During 2022, the Company completed approximately $1.62 billion of investments in net leased retail real estate, including acquisition and closing costs. Total investment volume includes the acquisition of 434 properties for an aggregate purchase price of approximately $1.6 billion and the completed development of seven properties for an aggregate cost of approximately $22.5 million. These 441 properties are net leased to tenants operating in 27 sectors and are located in 43 states. These assets are 100% leased for a weighted average lease term of approximately 10.2 years.

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During 2022, the Company sold seven assets for net proceeds of $44.9 million.

Leasing

During 2022, excluding properties that were sold, the Company executed new leases, extensions or options on approximately 850,000 square feet of GLA throughout its portfolio. The annualized base contractual rent associated with these new leases, extensions or options is approximately $8.6 million.

Dividends

The Company increased its monthly dividend per common share from $0.227 to $0.234 in April 2022 and further increased the monthly dividend per common share to $0.240 in October 2022.

The December 2022 dividend per share of $0.240 represents an annualized dividend of $2.88 per share and an annualized dividend yield of approximately 4.1% based on the last reported sales price of our common stock listed on the NYSE of $70.93 on December 30, 2022.  

The Company has routinely paid cash dividends to our common shareholders. Common cash dividends were paid quarterly for 107 consecutive quarters between 1994 and 2020 prior to moving to monthly common cash dividends in 2021. We have since paid 25 consecutive monthly dividends. Although we expect to continue our policy of paying regular dividends, we cannot guarantee that we will maintain our current level of common dividends, that we will continue our recent pattern of increasing dividends per share or what our actual dividend yield will be in any future period.

In addition to its common dividends, the Company paid monthly cash dividends on its 4.25% Series A Cumulative Redeemable Preferred Stock.

Financing

Equity

During 2022, the Company completed two follow-on public offerings totaling 11,500,000 shares of common stock under its shelf registration statement, in connection with forward sale agreements. Upon settlement, these offerings are anticipated to raise total net proceeds of $767.4 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements. During 2022, the Company settled 7,350,000 shares of common stock under these forward sale agreements, realizing net proceeds of $492.9 million. In addition, the Company settled 5,750,000 shares of common stock under a forward settlement agreement related to a follow-on public offering from December 2021, realizing net proceeds of $368.7 million.

In September 2022, the Company entered into a new $750 million at-the-market (“ATM”) program (the “2022 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements.

During 2022, the Company settled 5,453,975 shares of common stock under predecessor ATM programs, generating net proceeds of $379.1 million.  Additionally, the Company completed forward sale agreements under the 2022 ATM Program for 4,350,232 shares of common stock, for anticipated future net proceeds of $300.9 million. The Company has settled 245,591 shares of these forward sale agreements as of December 31, 2022 for net proceeds of approximately $18.1 million, after deducting fees and expenses. The Company is required to settle these forward agreements by various dates between November and December 2023.

After considering the 4,350,232 shares of common stock subject to forward sale agreements under the 2022 ATM Program, the Company had approximately $446.6 million of availability remaining under the 2022 ATM Program as of December 31, 2022.

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Debt

In April 2022, and in connection with a four-property acquisition, the Company assumed an interest only, mortgage note payable with a principal balance of $42.3 million, stated interest rate of 3.63%, and maturity in December 2029.

In August 2022, the Operating Partnership completed an underwritten public offering of $300 million aggregate principal amount of 4.80% Notes due 2032 (the “2032 Senior Unsecured Public Notes”). The 2032 Senior Unsecured Public Notes are fully and unconditionally guaranteed by the Company and certain wholly owned subsidiaries of the Operating Partnership.  Considering the effect of terminated swap agreements relating to these notes, the blended all-in rates for the $300 million principal amount is 3.96%.

In November 2022, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement which converted the interest rate on its $1.0 billion senior unsecured revolving credit facility (the "Revolving Credit Facility") from a spread over LIBOR to a spread over Secured Overnight Financing Rate (“SOFR”), plus a SOFR adjustment of 10 basis points. No other changes were made to the Revolving Credit Facility as a result of the amendment.

Business Strategies

Our primary business objectives are to capitalize on distinct market positioning in the retail net lease space, focus on 21st century industry-leading retailers through our external growth platforms, leverage our real estate acumen and relationships to identify superior risk-adjusted opportunities, maintain a conservative and flexible capital structure that enables growth, and provide consistent, high-quality earnings growth and a well-covered growing dividend.  The following is a discussion of our investment, financing and asset management strategies.

Investment

We are primarily focused on the long-term, fee simple ownership of properties net leased to national or large, regional retailers operating in sectors we believe to be more e-commerce and recession resistant than other retail sectors. Our leases are typically long-term net leases that require the tenant to pay all property operating expenses, including real estate taxes, insurance and maintenance. We believe that a diversified portfolio of such properties provides for stable and predictable cash flow.

We seek to expand and enhance our portfolio by identifying the best risk-adjusted investment opportunities across our three external growth platforms: development, Partner Capital Solutions (“PCS”) and acquisitions.

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

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

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

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

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

Omni-channel critical (e-commerce resistance), focusing on leading operators that have matured in omni-channel structure or those in e-commerce resistant sectors;
Recession resistance, emphasizing a balanced portfolio with exposure to counter-cyclical sectors and retailers with strong credit profiles;
Avoidance of private equity sponsorship, emphasizing leading operators with strong balance sheets and 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.

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 preferred equity and debt financing. However, we may raise capital in any form and under terms that we deem acceptable and in the best interest of our stockholders.

We have previously utilized common and preferred stock equity offerings, secured mortgage borrowings, unsecured bank borrowings, private placements and public offerings of senior unsecured notes and the sale of properties to meet our capital requirements. We continually evaluate our financing policies on an on-going basis in light of current economic conditions, access to various capital markets, relative costs of equity and debt securities, the market value of our properties and other factors.

We occasionally sell common stock through forward sale agreements, enabling the Company to set the price of shares upon pricing the offering while delaying the issuance of shares and the receipt of the net proceeds by the Company.

As of December 31, 2022, the Company’s ratio of total debt to enterprise value, assuming the conversion of common limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) into shares of common stock, was approximately 23.0%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 27.9%.

As of December 31, 2022, our total debt outstanding before deferred financing costs and original issue discount was $1.96 billion, including $50.4 million of secured mortgage debt that had a weighted average fixed interest rate of 3.94% and a weighted average maturity of 6.2 years, $1.81 billion of unsecured borrowings that had a weighted average fixed interest rate of 3.31% (including the effects of previously settled, forward interest rate swap agreements) and a weighted average

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maturity of 7.8 years, and $100.0 million of floating rate borrowings under our revolving credit facility at a weighted average interest rate of approximately 5.14%.

Certain financial agreements to which the Company is a party contain covenants that limit its ability to incur debt under certain circumstances; however, our organizational documents do not limit the absolute amount or percentage of indebtedness that we may incur. As such, we may modify our borrowing policies at any time without stockholder approval.

Asset Management

We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. We intend to continue to hold our properties for long-term investment and, accordingly, place a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. Our properties are designed and built to require minimal capital improvements other than renovations or alterations, typically paid for by tenants. Personnel from our corporate headquarters conduct regular inspections of each property, maintain regular contact with major tenants and engage in consistent dialogue to understand store performance and tenant sustainability.

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

Competition

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

Significant Tenants

No tenant accounted for more than 10.0% of our annualized base rent as of December 31, 2022. See “Item 2 – Properties” for additional information on our top tenants and the composition of our tenant base.

Regulation

Environmental

Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property may under certain statutory schemes be held strictly liable for all costs and liabilities relating to such hazardous substances. We have obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of our properties and, in certain instances, have conducted additional investigation, including Phase II environmental assessments.

We have no knowledge of any hazardous substances existing on our properties in violation of any applicable laws; however, no assurance can be given that such substances are not currently located on any of our properties.

We believe that we are in compliance, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, we have not received notice from any governmental authority of any noncompliance, liability or other claim in connection with any of our properties.

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Americans with Disabilities Act of 1990

Our properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the “ADA”). Investigation of a property may reveal non-compliance with the ADA. Our tenants will typically have primary responsibility for complying with the ADA, but we may incur costs if the tenant does not comply. As of December 31, 2022, we have not received notice from any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations.

Human Capital

Team Members and Values

As of December 31, 2022, the Company had 76 full-time team members covering acquisitions, development, legal, asset management, accounting, finance, administrative, and executive functions as compared to 57 full-time team members as of December 31, 2021. The increased headcount is attributable to the Company’s need to support its current and future portfolio growth.  

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

We are a team. We all roll up our sleeves and dig in, no matter the task.
We achieve results by making consistent, disciplined decisions.
We have a resilient mindset to achieve and exceed our goals.
We push ourselves to be the best we can at our position and embrace the opportunities that new challenges present.

We work to attract the best talent externally to meet the current and future demands of our business.  We utilize social media, professional recruiters and other organizations to find motivated and talented team members and employ competency-based behavioral interviewing techniques.

Talent Management

Professional development is a cornerstone of our talent management system, and we diligently work to develop talent from within. We emphasize professional development through both technical and soft-skill development and training. To empower team members to reach their potential, the Company provides a range of on-the-job training and mentoring, knowledge sharing, continuing education and “lunch-and-learn” programs.  Our talent management practices include the utilization of our core competency frameworks, professional development plans, career pathing and succession planning and carefully designed promotion and internal mobility opportunities.  

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

Financial and Health Wellness

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

Our compensation philosophies include:

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.

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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’ and team members’ 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. In addition, all team members are eligible to receive a portion of compensation in the form of restricted common stock.

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

The “Agree Wellness Program” affords team members paid time off and holidays, fully equipped on-site fitness amenities, and leaves of absence for specified events.  Insurance coverages are provided for all team members and their dependents, including medical, dental, vision, disability, and life insurance. The Company pays 100% of medical, short-term, long-term, and life insurance premiums for team members and their families.

COVID-19

During 2022, we have continued to focus on the safety of our team members in response to the COVID-19 pandemic.  To do so we have:

When warranted, closed our offices for non-essential functions and offered remote work flexibility;
Provided personal protective equipment and maintained cleaning protocols;
Maintained regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;
Continued screening of any team members and vendors at our offices;
Maintained protocols to address actual and suspected COVID-19 cases and potential exposure; and
Continued employing protocols regarding required masks and social distancing

Environmental, Social and Governance (“ESG”)

As part of the Company’s commitment to continuously improving our understanding of and performance across material ESG topics, the Company engaged a third-party consultant in 2022 to help identify opportunities for improvement across our programs, policies, and disclosures to meet the expectations of our stakeholders. This process resulted in a three-year action plan and roadmap for the Company to enhance its ESG program through oversight structures, risk management, policies, data collection, reporting, and stakeholder engagement.

Environmental Sustainability

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

The Company’s focus on industry leading, national and super-regional retailers provides for long-term relationships with some of the most environmentally conscientious retailers in the world. This is particularly meaningful because the Company’s portfolio is primarily comprised of properties that are leased to tenants under long-term net leases where the tenant is generally responsible for maintaining the property and implementing environmentally responsible practices. We are proud to know that our tenants have pioneered the use of environmentally-preferable solutions in their business practices in many ways.  In 2022, the Company enhanced its engagement with its retail partners on shared sustainability initiatives, introduced green lease language into its standard lease forms, and executed leases that contained green clauses with several tenants. Additionally, the Company’s award-winning headquarters utilize green technologies including programmable thermostats, Low-E window glass, LEED HVAC systems and LED occupancy-sensored lighting.

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Social Company Culture and Team Members

The Agree Wellness Program focuses on physical and financial wellness to enhance team members’ well-being.  The Company believes that team members who are healthy, fit, financially secure and motivated are team members who achieve personal and professional success.  Ongoing professional development is offered to help all team members advance their careers.  The Company regularly sponsors local charities and has received numerous local awards recognizing its outstanding corporate culture and wellness initiatives. The Company supports healthy living through enhanced health insurance, an on-site gym, training and education, various complementary meal programs and many other benefits.   

We support team members with generous cash compensation plans, equity ownership programs, retirement plans and ongoing access to financial planning resources. Team members are compensated for their performance and rewarded for their outstanding work. Alignment of individual, team, corporate and stockholder objectives provides for continuity, teamwork and increased collaboration. Our team members are paid commensurate with their qualifications, responsibilities, productivity, quality of work and adherence to our core values.  

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

Governance Fiduciary Duties and Ethics

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

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

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

Available Information

We make available free of charge through our website at www.agreerealty.com all reports we electronically file with, or furnish to, the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC. These filings are also accessible on the SEC’s website at www.sec.gov.

Item 1A:        Risk Factors

The following factors and other factors discussed in this Annual Report on Form 10-K could cause the Company’s actual results to differ materially from those contained in forward-looking statements made in this report or presented elsewhere in future SEC reports. You should carefully consider each of the risks, assumptions, uncertainties and other factors described below and elsewhere in this report, as well as any reports, amendments or updates reflected in subsequent filings or furnishings with the SEC. We believe these risks, assumptions, uncertainties and other factors, individually or in the

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aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity.

Risks Related to Our Business and Operations

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

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

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 48 states throughout the United States and in particular, the state of Texas (where 124 properties out of 1,839 properties are located, or 7.3% of our annualized base rent was derived as of December 31, 2022), Ohio (122 properties, or 5.7% of our annualized base rent) Florida (116 properties, or 5.6% of our annualized base rent), Michigan (101 properties, or 5.6% of our annualized base rent), and Illinois (106 properties, or 5.5% of our annualized rent). An economic downturn or other adverse events or conditions such as natural disasters in any of these areas, or any other area where we may have significant concentration in the future, could result in a material reduction of our cash flows or material losses to our company.

Our tenants are concentrated in certain retail sectors, which makes us susceptible to adverse conditions impacting these sectors.

As of December 31, 2022, 9.1%, 8.9% and 8.9% of our annualized contractual base rent and interest were derived from tenants operating in the home improvement, grocery store, and tire and auto service sectors, respectively.  Similarly, we have concentrations in other sectors such as dollar stores, convenience stores, and general merchandise.  Any decrease in consumer demand for the products and services offered by our tenants operating in any industries for which we have concentrations could have an adverse effect on our tenants’ revenues, costs and results of operations, thereby adversely affecting their ability to meet their lease obligations to us.  As we continue to invest in properties, our portfolio may become more or less concentrated by industry sector.  

There are risks associated with our development and acquisition activities.

We intend to continue the development of new properties and to consider possible acquisitions of existing properties. We anticipate that our new developments will be financed under the revolving credit facility or other forms of financing that will result in a risk that permanent fixed rate financing on newly developed projects might not be available or would be available only on disadvantageous terms. In addition, new project development is subject to a number of risks, including risks of construction delays or cost overruns that may increase anticipated project costs. Furthermore, new project commencement risks also include receipt of zoning, occupancy, other required governmental permits and authorizations and the incurrence of development costs in connection with projects that are not pursued to completion. If permanent debt or equity financing is not available on acceptable terms to finance new development or acquisitions undertaken without permanent financing, further development activities or acquisitions might be curtailed, or cash available for distribution might be adversely affected. Acquisitions entail risks that investments will fail to perform in accordance with expectations, as well as general investment risks associated with any new real estate investment.

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

Our tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability to pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse impact on our tenant’s ongoing viability. The default, financial distress, bankruptcy or liquidation of one or more of our tenants could cause substantial vacancies in our property portfolio or impact our tenants’ ability to pay rent. Vacancies reduce our revenues, increase property expenses and could decrease the value of each vacant property. Upon the expiration of a lease, the tenant may choose not to renew the lease, renegotiate the economics of any option period(s) as a condition of exercising one or more of them, and/or we may not be able to release the vacant property at a comparable lease rate or without incurring additional expenditures in connection with such renewal or re-leasing.  These risks could be exacerbated by a deterioration in the financial condition of any major tenant with leases in multiple locations.

The availability and timing of cash dividends is uncertain.

We expect to continue to pay regular dividends to our stockholders. However, we bear all expenses incurred by our operations, and our funds generated by operations, after deducting these expenses, may not be sufficient to cover desired

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levels of dividends to our stockholders. We cannot assure our stockholders that sufficient funds will be available to pay dividends.

The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions, or other limitations under our indebtedness, annual dividend requirements or the REIT provisions of the Internal Revenue Code, state law and such other factors as our board of directors deems relevant. Further, we may issue new shares of common stock as compensation to our team members or in connection with public offerings or acquisitions. Any future issuances may substantially increase the cash required to pay dividends at current or higher levels.

Any preferred shares we may offer may have a fixed dividend rate that would not increase with any increases in the dividend rate of our common stock. Conversely, payment of dividends on our common stock is subject to payment in full of the dividends on any preferred shares and payment of interest on any debt securities we may offer.

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

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

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes and we rely on commercially available systems, software, tools and monitoring to provide infrastructure and security for processing, transmitting and storing information. Any failure, inadequacy or interruption could materially harm our business. Furthermore, our business is subject to risks from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents could cause operational interruption, damage to our business relationships, private data exposure (including personally identifiable information, or proprietary and confidential information, of ours and our team members, as well as third parties) and affect the efficiency of our business operations. Any such incidents could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information and reduce the benefits of our technologies. Further, while we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events.

Our environmental, social and governance commitments could result in additional costs, and our inability to achieve them could have an adverse impact on our reputation and performance.

From time to time we communicate our strategies, commitments and targets related to sustainability and other environmental, social and governance matters. These strategies, commitments and targets reflect our current plans and aspirations, and we may be unable to achieve them. We may from time to time incur additional expense to meet such targets. Any failure to meet these sustainability targets could adversely impact our business, financial condition and results of operations. In addition, standards and processes for measuring and reporting carbon emissions and other sustainability metrics may change over time, and may result in inconsistent data, or could result in significant revisions to our strategies, commitments and targets, or our ability to achieve them. Any scrutiny of our sustainability disclosures or our failure to achieve related strategies, commitments and targets could negatively impact our reputation or performance.

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General Real Estate Risk

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

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

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;
Property damage or casualty loss;
Impacts of climate change;
The potential risk of functional obsolescence of properties over time;
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, or we may need to obtain landlord consent to sell certain assets in which we have a leasehold interest in the land underlying the buildings. This lack of liquidity may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flows and our ability to pay dividends on our common stock.

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

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

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

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

Potential liability for environmental contamination could result in substantial costs.

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

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, 2022, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Common Units into shares of common stock) was approximately 23.0%. Incurring substantial debt may adversely affect our business and operating results by:

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.

Future offerings of debt and equity may not be available to us or may adversely affect the market price of our common stock.

We expect to continue to increase our capital resources by making additional offerings of equity and debt securities in the future, which could include classes or series of preferred stock, common stock and senior or subordinated notes. Our ability to raise additional capital may be restricted at a time when we would like or need, including as a result of market conditions. Future market dislocations could cause us to seek sources of potentially less attractive capital and impact our flexibility to react to changing economic and business conditions. All debt securities and other borrowings, as well as all classes or series of preferred stock, will be senior to our common stock in a liquidation of our company. Additional equity offerings could dilute our stockholders’ equity and reduce the market price of shares of our common stock. In addition, depending on the terms and pricing of an additional offering of our common stock and the value of our properties, our stockholders may experience dilution in both the book value and fair value of their shares. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after an offering or the perception that such sales could occur, and this could materially and adversely affect our ability to raise capital through future offerings of equity or equity-related securities. In addition, we may issue preferred stock or other securities convertible into equity securities with a distribution preference or a liquidation preference that may limit our ability to make distributions on our common stock. Our ability to estimate the amount, timing or nature of additional offerings is limited as these factors will depend upon market conditions and other factors.

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Risks Related to Our Corporate Structure

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

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

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

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

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

“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
“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

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of the foregoing and any other entity controlled by any of the foregoing, our other officers, our team members, any of the associates or affiliates of the foregoing and any other person acting in concert of as a group with any of the foregoing.

Additionally, Title 3, Subtitle 8 of the MGCL, permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement certain takeover defenses. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price.

Our charter, our bylaws, the limited partnership agreement of the Operating Partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders.

An officer and director may have interests that conflict with the interests of stockholders.

An officer and member of our board of directors owns Operating Partnership Units. This individual may have personal interests that conflict with the interests of our stockholders with respect to business decisions affecting us and the Operating Partnership, such as interests in the timing and pricing of property sales or refinancing in order to obtain favorable tax treatment.

Federal Income Tax Risks

Complying with REIT requirements may cause us to forego otherwise attractive opportunities.

To qualify as a REIT for federal income tax purposes we must continually satisfy numerous income, asset and other tests, thus having to forego investments we might otherwise make and hindering our investment performance.

Failure to qualify as a REIT could adversely affect our operations and our ability to make distributions.

We will be subject to increased taxation if we fail to qualify as a REIT for federal income tax purposes. Although we believe that we are organized and operate in such a manner so as to qualify as a REIT under the Internal Revenue Code, no assurance can be given that we will remain so qualified. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations. The complexity of these provisions and applicable treasury regulations is also increased in the context of a REIT that holds its assets in partnership form. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. Additionally, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the approval of our stockholders. A REIT that annually distributes at least 90% of its taxable income to its stockholders generally is not taxed at the corporate level on such distributed income. We have not requested and do not plan to request a ruling from the Internal Revenue Service (the “IRS”) that we qualify as a REIT.

If we fail to qualify as a REIT, we will face tax consequences that will substantially reduce the funds available for payment of cash dividends:

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.

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U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate.

Changes to the federal income tax laws are proposed regularly. Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain such changes could have an adverse impact on our business and financial results. In particular, H.R. 1, which took effect for taxable years that began on or after January 1, 2018 (subject to certain exceptions), as amended by the Coronavirus Aid, Relief, and Economic Security Act made many significant changes to the federal income tax laws that profoundly impacted the taxation of individuals, corporations (both regular C corporations as well as corporations that have elected to be taxed as REITs), and the taxation of taxpayers with overseas assets and operations. A number of changes that affect non-corporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These changes impact us and our stockholders in various ways, some of which are adverse or potentially adverse compared to prior law. While the IRS has issued some guidance with respect to certain of the new provisions, there are numerous interpretive issues that will require further guidance, and technical corrections legislation may be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. There can be no assurance, however, that technical clarifications or further changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress. In addition, while certain elements of tax reform legislation do not impact us directly as a REIT, they could impact the geographic markets in which we operate, the tenants that populate our properties and the customers who frequent our properties in ways, both positive and negative, that are difficult to anticipate. Other legislative proposals could be enacted in the future that could affect REITs and their stockholders. Prospective investors are urged to consult their tax advisors regarding the effect of these tax law changes and any other potential tax law changes on an investment in our common stock.

Changes in tax laws may prevent us from maintaining our qualification as a REIT.

As we have previously described, we intend to maintain our qualification as a REIT for federal income tax purposes. However, this intended qualification is based on the tax laws that are currently in effect. We are unable to predict any future changes in the tax laws that would adversely affect our status as a REIT. If there is a change in the tax law that prevents us from qualifying as a REIT or that requires REITs generally to pay corporate level income taxes, we may not be able to make the same level of distributions to our stockholders.

Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.

In order to qualify as a REIT, at least 75% of the value of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than government securities, securities of TRSs and qualified real estate assets) cannot include more than 10% of the voting securities or 10% of the value of all securities, of any one issuer. In addition, in general, no more than 5% of the total value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of securities of any one issuer, and no more than 20% of the total value of our assets can be represented by one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments.

We may have to borrow funds or sell assets to meet our distribution requirements.

Subject to some adjustments that are unique to REITs, a REIT generally must distribute 90% of its taxable income. For the purpose of determining taxable income, we may be required to accrue interest, rent and other items treated as earned for tax purposes but that we have not yet received. In addition, we may be required not to accrue as expenses for tax purposes some expenses that actually have been paid, including, for example, payments of principal on our debt, or some of our deductions might be disallowed by the IRS. As a result, we could have taxable income in excess of cash available for distribution. If this occurs, we may have to borrow funds or liquidate some of our assets in order to meet the distribution requirement applicable to a REIT.

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Our ownership of and relationship with our TRSs will be limited, and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. A TRS will typically pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Our TRSs will pay federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but will not be required to be distributed to us. There can be no assurance that we will be able to comply with the 20% limitation discussed above or to avoid application of the 100% excise tax discussed above.

Liquidation of our assets may jeopardize our REIT qualification.

To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any gain if we sell assets in transactions that are considered to be “prohibited transactions,” which are explained in the risk factor below.

We may be subject to other tax liabilities even if we qualify as a REIT.

Even if we remain qualified as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to federal income tax on any of our REIT taxable income (including capital gains) that we do not distribute annually to our stockholders. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell.

In addition, any net taxable income earned directly by our TRSs, or through entities that are disregarded for federal income tax purposes as entities separate from our TRSs, will be subject to federal and possibly state corporate income tax. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our stockholders.

Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.

The maximum federal income tax rate applicable to “qualified dividend income” payable by non-REIT corporations to certain non-corporate U.S. stockholders is generally 20% and a 3.8% Medicare tax may also apply. Dividends paid by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividend income. Commencing with taxable years that began on or after January 1, 2018 and continuing through 2025, H.R. 1 temporarily reduced the effective tax rate on ordinary REIT dividends (i.e., dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us) for U.S. holders of our common stock that are individuals, estates or trusts by permitting such holders to claim a deduction in determining their taxable income equal to 20% of any such dividends they receive. Taking into account H.R. 1’s reduction in the maximum individual federal income tax rate from 39.6% to 37%, this results in a maximum effective rate of regular income tax on ordinary REIT dividends of 29.6% through 2025 (as compared to the 20% maximum federal income tax rate applicable to qualified dividend income received from a non-REIT corporation). The more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT

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corporations that pay distributions. This could materially and adversely affect the value of the stock of REITs, including our common stock.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Internal Revenue Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets that is clearly identified in the manner specified in the Internal Revenue Code does not constitute gross income, and is not counted for purposes of income tests that apply to us as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRSs will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRSs.

General Risks

Loss of our key personnel could materially impair our ability to operate successfully.

Our continued success and our ability to manage anticipated future growth depend, in large part, upon the efforts of key personnel. The loss of services of one or more members of our senior management team, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and our relationships with lenders, business partners, existing and prospective tenants and industry personnel, which could materially and adversely affect us.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results, which could result in a loss of investor confidence and adversely affect the market price of our common stock.

We are required to establish and maintain internal control over financial reporting and disclosure controls and procedures. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. Disclosure controls and procedures are processes designed to ensure that information required to be disclosed is communicated to management and reported in a timely manner. We cannot be certain that we will be successful in continuing to maintain adequate control over our financial reporting and disclosure controls and procedures. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur could result in misstatements or restatements of our financial statements or a decline in the price of our securities. In addition, as our business continues to grow, and as we continue to make significant acquisitions, our internal controls will become more complex and may require significantly more resources to ensure that our disclosure controls and procedures remain effective. Moreover, the existence of any material weakness or significant deficiency in our internal controls and procedures may require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. If we cannot provide reliable financial reports, our reputation and operating results could be materially adversely affected, which could also cause investors to lose confidence in our reported financial information, which in turn could result in a reduction in the trading price of our common stock.

The market price and trading volume of shares of our common stock may fluctuate or decline.

The market price and trading volume of our common stock may fluctuate widely due to various factors, including:

Broad market fluctuations;
Market reaction to any additional indebtedness we incur or debt or equity securities we or the Operating Partnership issue in the future;
Additions or departures of key management personnel;

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Changes in our credit ratings;
The financial condition, performance and prospects of our tenants;
Changes in market interest rates; and
The realization of any of the other risk factors presented in this Annual Report on Form 10-K.

Many of the factors listed above are beyond our control. Those factors may cause the market price of our common stock to decline significantly, regardless of our financial condition, results of operations and prospects. It is impossible to provide any assurance that the market price of our common stock will not fall in the future, and it may be difficult for holders to resell shares of our common stock at prices they find attractive, or at all.

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

The COVID-19 pandemic, including continued spread of new variants, has had, and other pandemics in the future could have, repercussions across regional and global economies and financial markets.

The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:

A complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action;
Reduced economic activity could severely impact 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;
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, potential 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;
Negative impacts to our future compliance with financial covenants of our Revolving Credit Facility and other debt agreements could 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 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, or a future pandemic, impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

The rapid development and fluidity of the COVID-19 pandemic, or a future pandemic, precludes any prediction as to the full adverse impacts on our business. Nevertheless, the COVID-19 pandemic, of a future pandemic, presents a material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance.

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Item 1B:       Unresolved Staff Comments

There are no unresolved staff comments.

Item 2:          Properties

As of December 31, 2022, our portfolio consisted of 1,839 properties located in 48 states and totaling approximately 38.1 million square feet of GLA.

As of December 31, 2022, our portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.8 years. A significant majority of our properties are leased to national tenants and approximately 67.8% of our annualized base rent was derived from tenants, or parents thereof, with an investment grade credit rating. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. In addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level.

Tenant Diversification

The following table presents annualized base rents for all tenants that generated 1.5% or greater of our total annualized base rent as of December 31, 2022:

($ in thousands)

    

    

    

 

Annualized

% of Ann.

 

Tenant / Concept

    

Base Rent (1)

    

Base Rent

 

Walmart

$

31,924

 

6.8

%

Dollar General

 

23,465

 

5.0

%

Tractor Supply

 

20,649

 

4.4

%

Best Buy

 

19,515

 

4.1

%

Dollar Tree

 

14,240

 

3.0

%

TJX Companies

 

14,216

 

3.0

%

O'Reilly Auto Parts

 

14,137

 

3.0

%

CVS

 

14,117

 

3.0

%

Kroger

 

12,856

 

2.7

%

Lowe's

 

12,210

 

2.6

%

Hobby Lobby

 

11,904

 

2.5

%

Burlington

 

11,408

 

2.4

%

Sherwin-Williams

 

10,849

 

2.3

%

Sunbelt Rentals

10,072

 

2.1

%

Wawa

9,668

 

2.1

%

Home Depot

8,880

 

1.9

%

TBC Corporation

 

8,437

 

1.8

%

Gerber Collision

 

7,538

 

1.6

%

Goodyear

 

7,522

 

1.6

%

AutoZone

 

7,466

 

1.6

%

Other(2)

 

199,342

 

42.5

%

Total

$

470,415

 

100.0

%

(1)Represents annualized contractual base rent on a straight-line basis as of December 31, 2022.
(2)Includes tenants generating less than 1.5% of annualized contractual base rent.

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Table of Contents

Tenant Sector Diversification

The following table presents annualized base rents for all sectors as of December 31, 2022:

($ in thousands)

    

    

    

 

Annualized

% of Ann.

 

Tenant Sector

    

Base Rent (1)

    

Base Rent

 

Home Improvement

$

42,754

9.1

%

Grocery Stores

 

41,884

8.9

%

Tire and Auto Service

 

41,612

8.9

%

Dollar Stores

 

36,241

7.7

%

Convenience Stores

 

35,842

7.6

%

General Merchandise

 

30,476

6.5

%

Off-Price Retail

 

28,782

6.1

%

Auto Parts

 

27,301

5.8

%

Farm and Rural Supply

 

22,187

4.7

%

Consumer Electronics

 

21,723

4.6

%

Pharmacy

 

20,823

4.4

%

Crafts and Novelties

 

14,208

3.0

%

Discount Stores

 

11,212

2.4

%

Equipment Rental

 

10,398

2.2

%

Warehouse Clubs

 

10,100

2.2

%

Health Services

9,496

2.0

%

Health and Fitness

8,082

1.7

%

Restaurants - Quick Service

7,931

1.7

%

Dealerships

6,506

1.4

%

Specialty Retail

6,306

1.3

%

Restaurants - Casual Dining

5,243

1.1

%

Home Furnishings

4,898

1.0

%

Sporting Goods

4,835

1.0

%

Financial Services

4,606

1.0

%

Theaters

3,848

0.8

%

Pet Supplies

3,146

0.7

%

Entertainment Retail

2,323

0.5

%

Beauty and Cosmetics

2,259

0.5

%

Shoes

2,005

0.4

%

Apparel

1,418

0.3

%

Miscellaneous

1,175

0.3

%

Office Supplies

 

795

0.2

%

Total

$

470,415

 

100.0

%

(1)Represents annualized contractual base rent on a straight-line basis as of December 31, 2022.

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Geographic Diversification

The following table presents annualized base rents, by state, for our portfolio as of December 31, 2022:

($ in thousands)

    

    

 

Annualized

% of Ann.

 

Tenant Sector

    

Base Rent (1)

    

Base Rent

 

Texas

$

34,202

 

7.3

%

Ohio

 

26,661

 

5.7

%

Florida

 

26,317

 

5.6

%

Michigan

 

26,139

 

5.6

%

Illinois

 

26,069

 

5.5

%

North Carolina

 

25,095

 

5.3

%

New Jersey

 

22,198

 

4.7

%

Pennsylvania

 

22,097

 

4.7

%

California

 

20,010

 

4.3

%

New York

 

18,992

 

4.0

%

Georgia

 

16,174

 

3.4

%

Virginia

 

14,415

 

3.1

%

Connecticut

12,618

2.7

%

Wisconsin

12,356

2.6

%

Other(2)

167,072

35.5

%

Total

$

470,415

 

100.0

%

(1)Represents annualized contractual base rent on a straight-line basis as of December 31, 2022.
(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, 2022, 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

 

2023

 

33

$

6,083

 

1.3

%  

714

 

1.9

%

2024

 

47

 

13,963

 

3.0

%  

1,623

 

4.3

%

2025

 

71

 

17,582

 

3.7

%  

1,688

 

4.4

%

2026

 

114

 

24,966

 

5.3

%  

2,657

 

7.0

%

2027

 

131

 

30,453

 

6.5

%  

2,881

 

7.6

%

2028

 

142

 

36,855

 

7.8

%  

3,350

 

8.8

%

2029

 

158

 

43,537

 

9.3

%  

4,285

 

11.2

%

2030

 

253

 

52,183

 

11.1

%  

3,962

 

10.4

%

2031

 

164

 

38,612

 

8.2

%  

2,821

 

7.4

%

2032

 

198

 

39,170

 

8.3

%  

3,051

 

8.0

%

Thereafter

 

678

 

167,011

 

35.5

%  

11,001

 

29.0

%

Total

 

1,989

$

470,415

 

100.0

%  

38,033

 

100.0

%

(1)Represents annualized contractual base rent on a straight-line basis as of December 31, 2022.

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Developments

During the fourth quarter, the Company commenced six development and PCS projects, with total anticipated costs of approximately $37.3 million. Construction continued during the quarter on 18 projects with anticipated costs totaling approximately $58.6 million. The Company completed two projects during the quarter, which include a Gerber Collision in Kimberly, Wisconsin and a Sunbelt Rentals in Roxana, Illinois.

During the year ended December 31, 2022, the Company had 31 development or PCS projects completed or under construction. Anticipated total costs for those projects are approximately $118.5 million and include the following completed or commenced projects:

    

    

    

    

Actual or

    

Lease

Anticipated Rent

 

Tenant

Location

Lease Structure

Term

Commencement

Status

7-Eleven

Saginaw, MI

Build-to-Suit

15 years

Q1 2022

Complete

Gerber Collision

Pooler, GA

Build-to-Suit

15 years

Q2 2022

Complete

Burlington

Turnersville, NJ

Build-to-Suit

10 years

Q3 2022

Complete

Gerber Collision

Janesville, WI

Build-to-Suit

15 years

Q3 2022

Complete

Gerber Collision

New Port Richey, FL

Build-to-Suit

15 years

Q3 2022

Complete

Gerber Collision

Kimberly, WI

Build-to-Suit

15 years

Q4 2022

Complete

Sunbelt Rentals

Roxana, IL

Build-to-Suit

10 years

Q4 2022

Complete

Gerber Collision

Fort Wayne, IN

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Johnson City, NY

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Joplin, MO

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Lake Charles, LA

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Lake Park, FL

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

McDonough, GA

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Murrieta, CA

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Ocala, FL

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Toledo, OH

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Venice, FL

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Winterville, NC

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Woodstock, IL

Build-to-Suit

15 years

Q1 2023

Under Construction

Gerber Collision

Yorkville, IL

Build-to-Suit

15 years

Q1 2023

Under Construction

Sunbelt Rentals

St. Louis, MO

Build-to-Suit

7 years

Q1 2023

Under Construction

Gerber Collision

Huntley, IL

Build-to-Suit

15 years

Q2 2023

Under Construction

Gerber Collision

Lawrence, PA

Build-to-Suit

15 years

Q2 2023

Under Construction

Gerber Collision

Springfield, MO

Build-to-Suit

15 years

Q2 2023

Under Construction

HomeGoods

South Elgin, IL

Build-to-Suit

10 years

Q2 2023

Under Construction

Old Navy

Searcy, AR

Build-to-Suit

7 years

Q2 2023

Under Construction

Burlington

Brenham, TX

Build-to-Suit

10 years

Q3 2023

Under Construction

Ulta Beauty

Brenham, TX

Build-to-Suit

10 years

Q3 2023

Under Construction

Five Below

Onalaska, WI

Build-to-Suit

10 years

Q3 2023

Under Construction

HomeGoods

Onalaska, WI

Build-to-Suit

10 years

Q3 2023

Under Construction

Sierra Trading Post

Onalaska, WI

Build-to-Suit

10 years

Q3 2023

Under Construction

TJ Maxx

Onalaska, WI

Build-to-Suit

10 years

Q3 2023

Under Construction

Ulta Beauty

Onalaska, WI

Build-to-Suit

11 years

Q3 2023

Under Construction

Gerber Collision

Blue Springs, MO

Build-to-Suit

15 years

Q3 2023

Under Construction

Gerber Collision

Muskegon, MI

Build-to-Suit

15 years

Q3 2023

Under Construction

Sunbelt Rentals

Wentzille, MO

Build-to-Suit

12 years

Q3 2023

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

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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.

PART II

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

Market Information and Dividend Policy

Our common stock is traded on the NYSE under the symbol “ADC.” At February 13, 2023, there were 90,173,424 shares of our common stock issued and outstanding which were held by approximately 139 stockholders of record. The number of stockholders of record does not reflect persons or entities that held their shares in nominee or “street” name. In addition, at February 13, 2023 there were 347,619 outstanding Operating Partnership Common Units held by a limited partner other than our Company. The Operating Partnership Common Units are exchangeable into shares of common stock on a one-for-one basis.

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

Purchases of Equity Securities by the Issuer

Common stock repurchases during the three months ended December 31, 2022 were:

    

    

    

Total Number of

Maximum Number

    

    

    

Shares Purchased

    

of Shares that May

as Part of Publicly

Yet Be Purchased

Total Number of

Average Price Paid

Announced Plans

Under the Plans

Period

Shares Purchased

Per Share

or Programs

or Programs

October 1, 2022 - October 31, 2022

$

November 1, 2022 - November 30, 2022

82

69.31

December 1, 2022 - December 31, 2022

172

70.20

Total

254

$

69.91

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During the three months ended December 31, 2022, the Company withheld 254 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date.

Recent Sales of Unregistered Securities

There were no unregistered sales of equity securities during the three months ended December 31, 2022.

Equity Compensation Plans

For information about our equity compensation plan, please see “Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K.

Item 6:        [Reserved]

Item 7:        Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements, and related notes thereto, included elsewhere in this Annual Report on Form 10-K and the “Cautionary Note Regarding Forward-Looking Statements” in “Item 1A – Risk Factors” above. Also refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2021 for additional discussion of our financial condition and results of operations, including a comparison of our results of operations for the years ended December 31, 2021 and December 31, 2020.

Overview

The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the NYSE in 1994.  The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which the Company held a 99.6% common interest as of December 31, 2022.  Refer to Note 1-Organization in the Notes to the Consolidated Financial Statements in this Form 10-K for further information on the ownership structure.  Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.  

As of December 31, 2022, the Company’s portfolio consisted of 1,839 properties located in 48 states and totaling approximately 38.1 million square feet of GLA. The Company’s portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 8.8 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.8% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

The Company elected to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 1994. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes and we intend to continue operating in such a manner.

Results of Operations

Overall

The Company’s real estate investment portfolio grew from approximately $4.37 billion in net investment amount representing 1,404 properties with 29.1 million square feet of gross leasable space as of December 31, 2021 to

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approximately $5.74 billion in net investment amount representing 1,839 properties with 38.1 million square feet of gross leasable space at December 31, 2022. The Company’s real estate investments were made throughout the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2022 on acquisitions that were made during 2021. Similarly, the full rental income impact of acquisitions made during 2022 will not be seen until 2023.

Acquisitions

During the year ended December 31, 2022, the Company acquired 434 retail net lease assets for approximately $1.6 billion, which includes acquisition and closing costs. These properties are located in 43 states and are leased to tenants operating in 27 diverse retail sectors for a weighted average lease term of approximately 10.2 years. The underwritten weighted-average capitalization rate on the acquisitions was 6.2%.1

Dispositions

During the year ended December 31, 2022, the Company sold seven assets for net proceeds of $44.9 million. The weighted-average capitalization rate on the dispositions was 6.5%.1

Development and Partner Capital Solutions

During the year ended December 31, 2022, the Company commenced 28 development or PCS projects. At December 31, 2022 the Company had 24 development or Partner Capital Solutions projects under construction.

Comparison of Year Ended December 31, 2022 to Year Ended December 31, 2021

Year Ended

Variance

    

December 31, 2022

    

December 31, 2021

    

(in dollars)

    

(percentage)

Rental Income

$

429,632

$

339,067

$

90,565

27

%

Real Estate Tax Expense

$

32,079

$

25,513

$

6,566

26

%

Property Operating Expense

$

18,585

$

13,996

$

4,589

33

%

Depreciation and Amortization Expense

$

133,570

$

95,729

$

37,841

40

%

The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisition and the ownership of an increased number of properties during the year ended December 31, 2022 compared to the year ended December 31, 2021, as further described under Results of Operations - Overall above.

General and administrative expenses increased $4.6 million, or 18%, to $30.1 million for the year ended December 31, 2022, compared to $25.5 million for the year ended December 31, 2021.  The increase was primarily the result of increased employee headcount and increased compensation costs. General and administrative expenses as a percentage of total revenue decreased to 7.0% for the year ended December 31, 2022 compared to 7.5% for the year ended December 31, 2021.

Provision for impairment decreased to $1.0 million for the year ended December 31, 2022, compared to $1.9 million for the year ended December 31, 2021. Provisions for impairment are recorded when events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds and are not necessarily comparable period-to-period.

Interest expense increased $13.0 million, or 26%, to $63.4 million for the year ended December 31, 2022, compared to $50.4 million for the year ended December 31, 2021.  The increase in interest expense was primarily a result of higher levels of borrowings in 2022 in comparison to 2021, as well as higher interest rates under the Revolving Credit Facility.

1 When used within this discussion, “weighted average capitalization rate” for acquisitions and dispositions is defined by the Company as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sale prices for occupied properties.

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Borrowings increased in order to finance the acquisition and development of additional properties (see Liquidity and Capital Resources – Debt below).

Gain on sale of assets decreased to $5.3 million for the year ended December 31, 2022, compared to $14.9 million for the year ended December 31, 2021.  Gains on sales of assets are dependent on the levels of disposition activity and the assets’ basis relative to their sales prices.  As a result, such gains are not necessarily comparable period-to-period.

Income tax expense increased $0.5 million, or 19%, to $2.9 million for the year ended December 31, 2022, compared to $2.4 million for the year ended December 31, 2021. The increase in income tax expense was due to the acquisitions and the ownership of an increased number of properties during the year ended December 31, 2022 compared to 2021, partially offset by additional tax expense of approximately $0.5 million recognized during 2021 relating to the true-up of expense upon filing of the 2020 annual tax returns.

In May 2021, the Company used the net proceeds from the offering of the 2028 Senior Unsecured Public Notes and the 2033 Senior Unsecured Public Notes to repay all amounts outstanding under its unsecured term loans and settle the related swap agreements. The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million.

Net income increased $30.1 million, or 25%, to $153.0 million for the year ended December 31, 2022, compared to $122.9 million for the year ended December 31, 2021.  The increase was primarily driven by the growth of our portfolio during the year ended December 31, 2022, and the repayment and settlement charge in 2021 discussed above.  After allocation of income to non-controlling interest and preferred stockholders, net income attributable to common stockholders increased $24.9 million, or 21% to $145.0 million for the year ended December 31, 2022, compared to $120.1 million for the year ended December 31, 2021. The allocation of income to the preferred stockholders began upon the September 2021 issuance of the Series A Preferred Stock.

Liquidity and Capital Resources

The Company’s principal demands for funds include payment of operating expenses, payment of principal and interest on our outstanding indebtedness, dividends and distributions to its stockholders and holders of the units of the Operating Partnership (the “Operating Partnership Common Units”), and future property acquisitions and development.

The Company expects to meet its short-term liquidity requirements through cash provided from operations and borrowings under its revolving credit facility. As of December 31, 2022, available cash and cash equivalents, including cash held in escrow, was $28.9 million. As of December 31, 2022, the Company had $100.0 million outstanding on its revolving credit facility and $900.0 million was available for future borrowings, subject to its compliance with covenants.  The Company anticipates funding its long-term capital needs through cash provided from operations, borrowings under its revolving credit facility, the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.

We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs, is uncertain and cannot be predicted and could be affected by various risks and uncertainties, including, but not limited to, risks detailed in Part I, Item 1A, “Risk Factors.”

Capitalization

As of December 31, 2022, the Company’s total enterprise value was approximately $8.53 billion.  Total enterprise value consisted of $6.42 billion of common equity (based on the December 31, 2022 closing price of Company common stock on the NYSE of $70.93 per share and assuming the conversion of Operating Partnership Common Units), $175 million of preferred equity (stated at liquidation value), and $1.96 billion of total debt including (i) $100.0 million of borrowings under its revolving credit facility; (ii) $1.81 billion of senior unsecured notes; (iii) $50.4 million of mortgage notes payable;

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less $28.9 million cash, cash equivalents, and cash held in escrow. The Company’s ratio of total debt to total enterprise value was 23.0% at December 31, 2022.

At December 31, 2022, the non-controlling interest in the Operating Partnership consisted of a 0.4% common ownership interest in the Operating Partnership. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Common Units, there would have been 90,521,043 shares of common stock outstanding at December 31, 2022.

Equity

Shelf Registration

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

Common Stock Offerings

In May 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters’ option to purchase 750,000 shares in connection with forward sale agreements.  The offering resulted in net proceeds to the Company of approximately $386.7 million, after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.

In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase 750,000 shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of approximately $380.7 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements. During 2022, the Company settled 1,600,000 shares of common stock under the forward sale agreements, realizing net proceeds of $106.2 million.

Preferred Stock Offering

As of December 31, 2022, we had 7,000,000 depositary shares (the “Depositary Shares”) outstanding, each representing 1/1,000th of a share of Series A Preferred Stock.  

Dividends on the Series A Preferred Shares are payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. Dividends on the Series A Preferred Shares are in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.

The Company may not redeem the Series A Preferred Shares before September 2026 except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company.  Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends.  This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.

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ATM Programs

The Company enters into ATM programs through which the Company, from time to time, sells shares of common stock and enters into forward sale agreements.  The results of ATM programs entered into during 2020 and 2021 are shown in the following table.  These ATM programs have been terminated and no future issuances will occur under them.

Net Proceeds Received

Program Year

Size ($ million)

Shares Issued

($ million)

2020

$400.0

3,334,056

$209.5

2021

$500.0

5,453,975

$379.1

In September 2022, the Company entered into a new $750 million ATM program (the “2022 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements.  

As of December 31, 2022, the Company entered into forward sale agreements to sell an aggregate of 4,350,232 shares of common stock under the 2022 ATM Program, for anticipated net proceeds of $300.9 million. The Company has settled  245,591 shares of these forward sale agreements as of December 31, 2022 for net proceeds of approximately $18.1 million after deducting fees and expenses. The Company is required to settle the remaining outstanding shares of common stock under the 2022 ATM Program by various dates between November and December 2023. After considering the 4,350,232 shares of common stock subject to forward sale agreements issued under the 2022 ATM Program, the Company had approximately $446.6 million of availability remaining under this program as of December 31, 2022.

Debt

The below table summarizes the Company’s outstanding debt as of December 31, 2022 and December 31, 2021 (presented in thousands):

All-in

Principal Amount Outstanding

Senior Unsecured Revolving Credit Facility

    

Interest Rate

    

Maturity

    

December 31, 2022

    

December 31, 2021

Revolving Credit Facility (1)

 

5.18

%

January 2026

$

100,000

$

160,000

Total Credit Facility

$

100,000

$

160,000

Senior Unsecured Notes

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 Public Notes (2)

2.11

%

June 2028

350,000

350,000

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 (2)

 

3.49

%

October 2030

 

350,000

 

350,000

2031 Senior Unsecured Notes

 

4.42

%

October 2031

125,000

125,000

2032 Senior Unsecured Public Notes (2)

3.96

%

October 2032

300,000

2033 Senior Unsecured Public Notes (2)

2.13

%

June 2033

300,000

300,000

Total Senior Unsecured Notes

$

1,810,000

$

1,510,000

Mortgage Notes Payable

CMBS Portfolio Loan

 

3.60

%

January 2023

$

$

23,640

Single Asset Mortgage Loan

 

5.01

%

September 2023

 

4,622

 

4,622

Portfolio Credit Tenant Lease

6.27

%

July 2026

3,523

4,373

Four Asset Mortgage Loan

 

3.63

%

December 2029

 

42,250

 

Total Mortgage Notes Payable

$

50,395

$

32,635

Total Principal Amount Outstanding

$

1,960,395

$

1,702,635

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(1)The annual interest rate of the Revolving Credit Facility (defined below) assumes SOFR as of December 31, 2022 of 4.30%.
(2)The principal amount outstanding are presented excluding their original issue discounts.

Senior Unsecured Revolving Credit Facility

The Company’s Third Amended and Restated Revolving Credit Agreement provides for a $1.0 billion Revolving Credit Facility. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.  

The Revolving Credit Facility's interest rate is based on a pricing grid with a range of 72.5 to 140 basis points over SOFR, determined by the Company's credit ratings and leverage ratio, plus a SOFR adjustment of 10 basis points. The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 87.5 basis points over SOFR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved.

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

Senior Unsecured Notes

The 2025 Senior Unsecured Notes, 2027 Senior Unsecured Notes, 2028 Senior Unsecured Notes, 2029 Senior Unsecured Notes, 2030 Senior Unsecured Notes, and 2031 Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

The 2030 Senior Unsecured Public Notes, 2028 Senior Unsecured Public Notes, 2033 Senior Unsecured Public Notes and 2032 Senior Unsecured Public Notes,  (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The Public Notes are governed by an Indenture, dated August 17, 2020, among the Operating Partnership, the Company and trustee (as supplemented by an officer’s certificate dated at the issuance of each of the Public Notes). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.

In August 2022, the Operating Partnership issued the 2032 Senior Unsecured Public Notes in an underwritten public offering of $300 million aggregate principal amount of notes with a stated interest rate of 4.80% due October 2032. The Company terminated related swap agreements of $300 million notional amount that hedged the 2032 Senior Unsecured Public Notes, receiving $28.4 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the 2032 Senior Unsecured Public Notes is 3.96%.

Mortgage Notes Payable

As of December 31, 2022, the Company had total gross mortgage indebtedness of $50.4 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $86.5 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.94% as of December 31, 2022.

The Company has entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in

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the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.

Loan Covenants

Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2022, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its material loan covenants and obligations as of December 31, 2022.

Cash Flows

Operating -- Most of the Company’s cash from operations is generated by rental income from its investment portfolio.  Net cash provided by operating activities for the year ended December 31, 2022 increased by $115.8 million over 2021, primarily due to the increase in the size of the Company’s real estate investment portfolio, as well as an increase in cash received upon settlement of outstanding interest rate swap agreements. 

Investing -- Net cash used in investing activities was $229.4 million higher during the year ended December 31, 2022, compared to 2021.  Acquisitions of properties during 2022 were $177.8 million higher than 2021, due to overall increases in the level of acquisition activity.  Development costs during the year ended December 31, 2022 were $40.4 million higher than 2021, due to the increased number of development projects ongoing in 2022 as compared to 2021. Proceeds from asset sales decreased by $11.1 million during the year ended December 31, 2022 compared to 2021. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold. Proceeds from asset sales are not necessarily comparable period-to-period.

Financing -- Net cash provided by financing activities was $59.9 million higher during the year ended December 31, 2022, compared to 2021.  

Net proceeds from the issuance of the Series A Preferred Stock decreased $170.3 million due to the issuance of the Series A Preferred Stock during September 2021 and no such preferred stock issuance in 2022.

Net proceeds from the issuance of common stock increased by $513.0 million during the year ended December 31, 2022 compared to 2021, primarily to fund the increased level of acquisitions and ongoing developments in 2022.  

Net cash used related to the Revolving Credit Facility increased $128.0 million due to net repayments under the Revolving Credit Facility of $60 million during the year ended December 31, 2022 compared to net borrowings of $68.0 million during 2021.  

Cash used to repay mortgage notes payable increased $23.7 million during 2022 primarily due to the repayment of a mortgage note payable with a principal balance outstanding of $23.6 million during the year ended December 31, 2022.  

Net proceeds from the issuance of senior unsecured notes and unsecured term loans decreased by $103.1 million during the year ended December 31, 2022, compared to the same period in 2021. During August 2022, the Company received proceeds of $297.5 million from the issuance of the $300 million 2032 Senior Unsecured Public Notes, issued primarily to reduce amounts outstanding under the Revolving Credit Facility and fund property acquisitions and development activity.  During the year ended December 31, 2021, the company received proceeds of $640.6 million from the issuance of the $350 million 2028 Senior Unsecured Notes and the $300 million 2033 Senior Unsecured Public Notes, issued primarily to fund property acquisitions and pay off $240.0 million in unsecured term loans.  

Total dividends and distributions paid to its common and preferred stockholders and non-controlling owners increased by $31.9 million during the year ended December 31, 2022, compared to the same period in 2021, due (i) to the issuance of preferred stock in September 2021; (ii) the increase in the number of common shares outstanding; and (iii) the increase in

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the annual common dividend rate, partially offset by the change from paying a quarterly dividend to paying a monthly dividend beginning in 2021. The Company distributed $7.4 million to preferred shareholders in 2022 compared to $1.5 million during 2021 as the preferred stock was issued in September 2021. In addition, the number of common shares outstanding increased in 2022 and 2021 due to the issuance of approximately 18.8 million and 11.2 million shares of common stock during 2022 and 2021, respectively.   Further, the Company’s declared dividend rate increased 7.7% to $2.805 per common share in 2022, up from $2.604 per common share in 2021.  These increases in dividends paid were partially offset due to the change from paying dividends on a quarterly basis to monthly payments in 2021. Dividends paid during the year ended December 31, 2022 included the monthly dividends declared in December 2021 through November 2022 while dividends paid during the year ended December 31, 2021 included the quarterly dividend declared in December 2020 and the monthly dividends declared in January 2021 through November 2021.

Material Cash Requirements

In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land. Detail of these obligations as of December 31, 2022, including expected settlement periods, is contained below (presented in thousands):

2023

    

2024

    

2025

    

2026

    

2027

    

Thereafter

    

Total

Mortgage Notes Payable

$

5,527

$

963

$

1,026

$

629

$

$

42,250

$

50,395

Revolving Credit Facility (1)

 

 

 

 

100,000

 

 

 

100,000

Senior Unsecured Notes

 

 

 

50,000

 

 

50,000

 

1,710,000

 

1,810,000

Land Lease Obligations

 

1,532

 

7,449

 

1,197

 

1,195

 

1,042

 

28,809

 

41,224

Estimated Interest Payments on Outstanding Debt

 

66,897

 

66,686

 

65,407

 

59,547

 

58,079

 

175,892

 

492,508

Total

$

73,956

$

75,098

$

117,630

$

161,371

$

109,121

$

1,956,951

$

2,494,127

(1)The balloon payment balance includes the balance outstanding under the Revolving Credit Facility as of December 31, 2022. The Revolving Credit Facility matures in January 2026, with options to extend the maturity to extend its maturity date by six months up to two times, for a maximum maturity of January 2027.

In addition to items reflected in the table above, the Company has preferred stock with cumulative cash dividends, as described under Equity – Preferred Stock Offering above.

During the year ended December 31, 2022 the Company had 31 development or Partner Capital Solutions projects completed or under construction, for which 24 remain under construction as of December 31, 2022. Anticipated total costs for the 31 projects are approximately $118.5 million. These construction commitments will be funded using cash provided from operations, current capital resources on hand, and/or other sources of funding available to the Company.

The Company’s recurring obligations under its tenant leases for maintenance, taxes, and/or insurance will also be funded

through the sources available to the Company described earlier.

Dividends

During the fourth quarter of 2022 the Company declared monthly dividends of $0.24 per common share for October, November, and December 2022. The holder of the Operating Partnership Common Units is entitled to an equal distribution per Operating Partnership Common Unit held. The dividends and distributions payable for October and November were paid during the quarter. The December dividends and distributions were paid on January 13, 2023.

During the fourth quarter of 2022, the Company declared a monthly dividend on the Series A Preferred Shares for October, November, and December 2022 in the amount of $0.08854 per Depositary Share. The dividends payable for October and November were paid during the quarter. The December dividend was paid on January 3, 2023.

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Recent Accounting Pronouncements

Refer to “Note 2 – Summary of Significant Accounting Policies” in the consolidated financial statements for a summary and anticipated impact of each accounting pronouncement on the Company’s financial statements.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions.  Management bases estimates on the best information available at the time, its experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in different presentations of the consolidated financial statements.  From time-to-time, the Company may re-evaluate its estimates and assumptions.  In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.  A summary of the Company’s critical accounting policies is included below.  This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 to our consolidated financial statements.

Accounting for Acquisitions of Real Estate

The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, building, assumed debt, if any, and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located. Certain estimates, including those around market land values and market rental rates, are inherently subjective. While estimates of market land values and market rental rates are based on available market data, the application of market data to the unique nature of properties acquired may require significant judgment. The use of different assumptions in the allocation of the purchase price of the acquired properties could affect the timing of recognition of the related revenue and expenses.

Impairments

We review our real estate investments for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds. Events or circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, our ability or expectation to re-lease properties that are vacant or become vacant or a change in the anticipated holding period for a property. Identification of such events may involve certain assumptions, estimates, and significant judgment.

Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, to the carrying cost of the individual asset. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale.

The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions and/or purchase offers received from third parties. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

The expected cash flows of a property are dependent on estimates and other factors subject to change, including (1) changes in the national, regional, and/or local economic climates and/or market conditions, (2) competition from other retail, (3)

36

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increases in operating costs, (4) bankruptcy and/or other changes in a tenant’s condition and (5) expected holding period. These factors could cause our expected future cash flows from a property to change, and, as a result, an impairment could be considered to have occurred. Determination of the fair value of a property for purposes of measuring impairment may involve significant judgment.

Non-GAAP Financial Measures

Funds from Operations (“FFO” or “Nareit FFO”)

FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operation.

FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Core Funds from Operations (“Core FFO”)

The Company defines Core FFO as Nareit FFO with the addback of (i) noncash amortization of acquisition purchase price related to above- and below- market lease intangibles and discount on assumed mortgage debt and (ii) certain infrequently occurring items that reduce or increase net income in accordance with GAAP. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles.  Unlike many of its peers, the Company has acquired the substantial majority of its net-leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties.

Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Adjusted Funds from Operations (“AFFO”)

AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs.

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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, 2022, 2021, and 2020:

Year Ended

    

    

December 31, 2022

    

December 31, 2021

    

December 31, 2020

Reconciliation from Net Income to Funds from Operations

Net income

$

153,035

$

122,876

$

91,972

Less Series A preferred stock dividends

7,437

2,148

Net income attributable to Operating Partnership common unitholders

145,598

120,728

91,972

Depreciation of rental real estate assets

 

88,685

 

66,732

 

48,367

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

 

44,107

 

28,379

 

17,882

Provision for impairment

 

1,015

 

1,919

 

4,137

(Gain) loss on sale or involuntary conversion of assets, net

 

(5,258)

 

(15,111)

 

(8,004)

Funds from Operations - Operating Partnership common unitholders

$

274,147

$

202,647

$

154,354

Loss on extinguishment of debt and settlement of related hedges

14,614

Amortization of above (below) market lease intangibles, net and assumed mortgage debt discount, net

33,563

24,284

15,885

Core Funds from Operations - Operating Partnership common unitholders

$

307,710

$

241,545

$

170,239

Straight-line accrued rent

 

(13,176)

 

(11,857)

 

(7,818)

Stock based compensation expense

 

6,464

 

5,467

 

4,995

Amortization of financing costs

 

3,141

 

1,197

 

826

Non-real estate depreciation

 

778

 

618

 

509

Adjusted Funds from Operations - Operating Partnership common unitholders

$

304,917

$

236,970

$

168,751

Funds from Operations per common share and partnership unit - diluted

$

3.45

$

3.00

$

2.93

Core Funds from Operations per common share and partnership unit - diluted

$

3.87

$

3.58

$

3.23

Adjusted Funds from Operations per common share and partnership unit - diluted

$

3.83

$

3.51

$

3.20

Weighted average shares and Operating Partnership common units outstanding

Basic

 

79,006,952

 

67,149,861

 

52,185,838

Diluted

 

79,512,005

 

67,486,698

 

52,744,353

Additional supplemental disclosure

Scheduled principal repayments

$

850

$

799

$

907

Capitalized interest

$

1,261

$

249

$

172

Capitalized building improvements

$

7,945

$

5,821

$

5,581

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

    

    

2023

    

2024

    

2025

    

2026

    

2027

    

Thereafter

    

Total

Mortgage Notes Payable

 

$

5,527

 

$

963

 

$

1,026

 

$

629

 

$

 

$

42,250

$

50,395

Average Interest Rate

 

5.22

%

6.27

%

6.27

%

6.27

%

3.63

%

Revolving Credit Facility (1)

$

$

$

 

$

100,000

$

$

$

100,000

Average Interest Rate

5.14

%

Senior Unsecured Notes

$

$

$

50,000

$

$

50,000

$

1,710,000

$

1,810,000

Average Interest Rate

4.16

%

4.26

%

 

3.25

%

(1)The balloon payment balance includes the balance outstanding under the Revolving Credit Facility as of December 31, 2022. The Revolving Credit Facility matures in January 2026, with options to extend the maturity date by six months up to two times, for a maximum maturity of January 2027.

The fair value is estimated to be $45.4 million and $1.54 billion for mortgage notes payable and senior unsecured notes, respectively, as of December 31, 2022. The fair value of the Revolving Credit Facility approximates its book value as its variable rate debt.

The table above incorporates those exposures that exist as of December 31, 2022; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

The Company seeks to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when the Company deems such conversion advantageous. From time to time, the Company may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose the Company to the risks that the other parties to the agreements will not perform. The Company could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under GAAP guidance.

The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any derivative instruments as of December 31, 2022.

Item 8:       Financial Statements and Supplementary Data

The financial statements and supplementary data are listed in the Index to the Financial Statements and Financial Statement Schedules appearing on Page F-1 of this Annual Report on Form 10-K and are included in this Annual Report on Form 10-K following page F-1.

Item 9:       Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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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 we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a15-(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

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 concluded that we maintained effective internal control over financial reporting as of December 31, 2022.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Independent Registered Public Accounting Firm

The attestation report issued by our independent registered public accounting firm, Grant Thornton LLP, required under this item is contained on page F-2 of this Annual Report on Form 10-K.

Item 9B:       Other Information

None.

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Item 9C:       Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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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 2023 Annual Meeting of Stockholders (the “Proxy Statement”), all of which is incorporated by reference: “Proposal I – Election of Directors” “Board Matters–The Board of Directors” “Board Matters –Committees of the Board” “Board Matters –Corporate Governance” “Executive Officers” and “Additional Information – Proposals for 2023 Annual Meeting.”

Item 11:       Executive Compensation

The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Board Matters – Director Compensation,” “Board Matters – Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.”

Item 12:       Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table summarizes the equity compensation plan under which our common stock may be issued as of December 31, 2022.

    

    

    

Number of Securities

    

Remaining Available for

Number of Securities to 

Future Issuance Under

be Issued Upon

Weighted Average

Equity Compensation

Exercise of Outstanding

Exercise Price of

Plans (Excluding

Options, Warrants and

Outstanding Options,

Securities Reflected in

Rights

Warrant and Rights

Column (a))

Plan Category

(a)

(b)

(c)

Equity Compensation Plans Approved by Security Holders

 

 

 

333,048

(1)

Equity Compensation Plans Not Approved by Security Holders

 

 

 

  

Total

 

 

 

333,048

  

(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 and Related Transactions, and Director Independence

The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Related Person Transactions” and “Board Matters –The Board of Directors.”

Item 14:       Principal Accountant Fees and Services

The information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Audit Committee Matters.”

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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, 2022 and 2021

     Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020

     Consolidated Statement of Equity for the Years Ended December 31, 2022, 2021, and 2020

     Consolidated Statements of Cash Flow for the Years Ended December 31, 2022, 2021, and 2020

     Notes to the Consolidated Financial Statements

15(a)(2).

The following is a list of the financial statement schedules required by Item 8:

Schedule III – Real Estate and Accumulated Depreciation

15(a)(3).

Exhibits

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 the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2016).

3.5

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

3.6

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

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).

3.8

Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 10, 2021).

3.9

Articles Supplementary of the Company, dated September 13, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 13, 2021).

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).

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Table of Contents

 

 

 

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).

 

 

 

4.4

 

Form of 4.32% Senior Guaranteed Note, Series 2018-B, due September 26, 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).

4.5

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022)

 

 

 

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).

4.10

Indenture Officer’s Certificate, dated as of May 14, 2021, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.11

Form of Global Note for 2.000% Notes due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.12

Form of Global Note for 2.600% Notes due 2033 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.13

Form of 2028 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.14

Form of 2033 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

4.15

Master Deposit Agreement, by and among Agree Realty Corporation, Computershare Inc. and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts described therein relating to shares of preferred stock of the Company, dated as of September 17, 2022 (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on September 17, 2021).

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 4.16

 

Indenture Officer’s Certificate, dated as of August 22, 2022, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).

4.17

Form of Global Note for 4.800% Notes due 2032 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).

4.18

Form of 2032 Guarantee by and among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 22, 2022).

10.1

 

Note Purchase Agreement, dated as of August 3, 2017, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).

 

 

 

10.2

 

Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and Annuity Associate of America (“TIAA”) and each TIAA Affiliate (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).

 

 

 

10.3

 

Uncommitted Master Note Facility, dated as of August 3, 2017, among Agree Limited Partnership, the Company and Teachers Insurance and AIG Asset Management (U.S.), LLC (“AIG”) and each AIG Affiliate (as defined therein) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).

 

 

 

10.4+

 

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

 

 

 

10.5+

 

Amended Employment Agreement, dated July 1, 2014, by and between the Company and Joey Agree (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).

 

 

 

10.6*+

 

Summary of Director Compensation.

 

 

 

10.7+

 

Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014).

 

 

 

10.8+

 

Form of Restricted Stock Agreement under the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).

 

 

 

10.9+

 

Form of Performance Share Award Agreement pursuant to the Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).

 

 

 

10.10+

 

Agree Realty Corporation 2017 Executive Incentive Plan, dated February 16, 2017 (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

 

 

 

10.11

 

Note Purchase Agreement dated as of May 28, 2015 by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2015).

 

 

 

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10.12

 

Note Purchase Agreement, dated as of July 28, 2016, by and among Agree Limited Partnership, the Company and the purchasers thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).

10.13

Form of Revolving Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 23, 2018).

10.14

First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation and Teachers Insurance and Annuity Association of America (“TIAA”) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).

10.15

First Supplement to Uncommitted Master Note Facility, dated as of September 26, 2018, among Agree Limited Partnership, Agree Realty Corporation, AIG Asset Management (U.S.), LLC and the institutional investors named therein (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2018).

10.16

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

10.17+

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

10.18

Note Purchase Agreement, dated as of June 14, 2019, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

10.19+

Summary of Material Terms of Compensation Arrangement with Danielle M. Spehar (effective December 7, 2019). (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

10.21+

Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2020).

10.22+

Form of Restricted Stock Agreement under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on July 20, 2020).

10.23+

Form of Performance Unit Agreement under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on July 20, 2020).

10.24+

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

10.25+

Employment Agreement dated June 18, 2020, between Agree Realty Corporation and Craig Erlich (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 19, 2020).

10.26+

Addendum to Employment Agreement dated August 19, 2020, between Agree Realty Corporation and Craig Erlich (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on October 19, 2020).

46

Table of Contents

10.27

Second Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of September 17, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 17, 2021).

10.28

Third Amended and Restated Credit Agreement, dated as of December 15, 2021, by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association as Administrative Agent, and a syndicate of lenders named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2021).

10.29*

First Amendment to Third Amendment and Restated Credit Agreement, dated as of December 15, 2021 by and among Agree Realty Corporation, Agree Limited Partnership, PNC Bank, National Association as Administrative Agent, and a syndicate of lenders named therein.

10.30+

Employment Agreement, dated January 5, 2022, between Agree Realty Corporation and Peter Coughenour (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

10.31+

Form of Restricted Stock Notice (Non-Employee Directors) under the Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

21*

 

Subsidiaries of Agree Realty Corporation.

22*

Subsidiary Guarantors of Agree Realty Corporation.

 

 

 

23.1*

 

Consent of Grant Thornton LLP.

 

 

 

24*

 

Power of Attorney (included on the signature page of this Annual Report on Form 10-K).

 

 

 

31.1*

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer.

 

 

 

31.2*

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Peter Coughenour, Chief Financial Officer.

 

 

 

32.1*

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer.

 

 

 

32.2*

 

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Peter Coughenour, Chief Financial Officer.

 

 

 

101*

 

The following materials from Agree Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements, tagged as blocks of text.

104*

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

*      Filed herewith.

+      Management contract or compensatory plan or arrangement.

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

47

Table of Contents

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

Item 16:      Form 10-K Summary

None.

48

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Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)

F-2

Financial Statements

Consolidated Balance Sheets

F-5

Consolidated Statements of Operations and Comprehensive Income

F-7

Consolidated Statement of Equity

F-8

Consolidated Statements of Cash Flows

F-9

Notes to Consolidated Financial Statements

F-10

Schedule III - Real Estate and Accumulated Depreciation

F-39

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Agree Realty Corporation

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated February 14, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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 14, 2023

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

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, 2022 and 2021, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 14, 2023 expressed an unqualified opinion.

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 matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair value measurements used in the purchase price allocation of real estate acquisitions

As described further in Notes 2 and 4 to the consolidated financial statements, the acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to the assets acquired and liabilities assumed including land, building, assumed debt, if any, and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. During 2022, the Company purchased 434 retail net lease assets for approximately $1.6 billion. We identified the fair value measurements used in the purchase price allocation of real estate acquisitions as a critical audit matter.

The principal consideration for our determination that the fair value measurements used in the purchase price allocation of real estate acquisitions are a critical audit matter is that auditing management’s determination of fair value is

F-3

Table of Contents

challenging due to the high degree of auditor judgment necessary in evaluating certain assumptions made by management. Those significant assumptions include market land value and market rent.

Our audit procedures related to the fair value measurements used in the purchase price allocation of real estate acquisitions included the following, among others. We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant controls to allocate the purchase price of real estate acquisitions, including controls over the selection and review of inputs and assumptions used to estimate fair value. For a selection of real estate acquisitions, our real estate valuation professionals evaluated the reasonableness of key inputs and assumptions used to determine fair value by comparing the Company’s market land and market rent values to independently developed ranges using relevant market data derived from industry transaction databases and published industry reports. For a selection of real estate acquisitions and leases, we compared the Company’s market land and market rent values to independently developed ranges for reasonableness and to consider if management bias was present. Our procedures included performing sensitivity analyses over the significant assumptions.

/s/ GRANT THORNTON LLP

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

Philadelphia, Pennsylvania

February 14, 2023

F-4

Table of Contents

AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

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

December 31, 

December 31, 

2022

2021

ASSETS

Real Estate Investments

  

Land

$

1,941,599

$

1,559,434

Buildings

 

4,054,679

 

3,034,391

Less accumulated depreciation

 

(321,142)

 

(233,862)

 

5,675,136

 

4,359,963

Property under development

 

65,932

 

7,148

Net Real Estate Investments

 

5,741,068

 

4,367,111

 

  

Real Estate Held for Sale, net

 

 

5,676

 

Cash and Cash Equivalents

 

27,763

 

43,252

 

  

Cash Held in Escrows

 

1,146

 

1,998

Accounts Receivable - Tenants, net

65,841

 

53,442

 

  

Lease Intangibles, net of accumulated amortization of

$263,011 and $180,532 at December 31, 2022 and December 31, 2021, respectively

 

799,448

 

672,020

 

Other Assets, net

 

77,923

 

83,407

 

  

Total Assets

$

6,713,189

$

5,226,906

See accompanying notes to consolidated financial statements.

F-5

Table of Contents

AGREE REALTY CORPORATION

CONSOLIDATED BALANCE SHEETS

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

December 31, 

December 31, 

2022

2021

LIABILITIES

  

Mortgage Notes Payable, net

$

47,971

$

32,429

  

Senior Unsecured Notes, net

1,792,047

 

1,495,200

  

Unsecured Revolving Credit Facility

100,000

 

160,000

  

Dividends and Distributions Payable

22,345

 

16,881

Accounts Payable, Accrued Expenses, and Other Liabilities

83,722

 

70,005

  

Lease Intangibles, net of accumulated amortization of

$35,992 and $29,726 at December 31, 2022 and December 31, 2021, respectively

36,714

 

33,075

  

Total Liabilities

2,082,799

 

1,807,590

  

EQUITY

  

Preferred stock, $.0001 par value per share, 4,000,000 shares authorized, 7,000 shares Series A outstanding, at stated liquidation value of $25,000 per share, at December 31, 2022 and December 31, 2021

175,000

 

175,000

Common stock, $.0001 par value, 180,000,000 shares authorized, 90,173,424 and 71,285,311 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively

9

7

Additional paid-in-capital

4,658,570

 

3,395,549

Dividends in excess of net income

(228,132)

 

(147,366)

Accumulated other comprehensive income (loss)

23,551

 

(5,503)

  

Total Equity - Agree Realty Corporation

4,628,998

 

3,417,687

Non-controlling interest

1,392

 

1,629

Total Equity

4,630,390

 

3,419,316

  

Total Liabilities and Equity

$

6,713,189

$

5,226,906

See accompanying notes to consolidated financial statements.

F-6

Table of Contents

AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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

Year Ended

    

2022

    

2021

    

2020

Revenues

 

  

 

  

 

  

Rental income

$

429,632

$

339,067

$

248,309

Other

 

182

 

256

 

259

Total Revenues

 

429,814

 

339,323

 

248,568

 

  

 

  

 

  

Operating Expenses

 

  

 

  

 

  

Real estate taxes

 

32,079

 

25,513

 

21,428

Property operating expenses

 

18,585

 

13,996

 

9,023

Land lease expense

 

1,617

 

1,552

 

1,301

General and administrative

 

30,121

 

25,456

 

20,793

Depreciation and amortization

 

133,570

 

95,729

 

66,758

Provision for impairment

 

1,015

1,919

4,137

Total Operating Expenses

 

216,987

 

164,165

 

123,440

Gain (loss) on sale of assets, net

 

5,341

 

14,941

 

8,004

Gain (loss) on involuntary conversion, net

(83)

170

Income from Operations

 

218,085

 

190,269

 

133,132

 

  

 

  

 

  

Other (Expense) Income

 

  

 

  

 

  

Interest expense, net

 

(63,435)

 

(50,378)

 

(40,097)

Income tax (expense) benefit

(2,860)

(2,401)

(1,086)

Loss on early extinguishment of term loans and settlement of related interest rate swaps

(14,614)

Other (expense) income

 

1,245

 

 

23

Net Income

 

153,035

 

122,876

 

91,972

 

  

 

  

 

  

Less net income attributable to non-controlling interest

 

598

 

603

 

591

Net income attributable to Agree Realty Corporation

152,437

122,273

91,381

Less Series A preferred stock dividends

 

7,437

 

2,148

 

Net Income Attributable to Common Stockholders

$

145,000

$

120,125

$

91,381

 

  

 

  

 

  

Net Income Per Share Attributable to Common Stockholders

 

  

 

  

 

  

Basic

$

1.84

$

1.79

$

1.76

Diluted

$

1.83

$

1.78

$

1.74

 

  

 

  

 

  

Other Comprehensive Income

 

  

 

  

 

  

Net income

$

153,035

$

122,876

$

91,972

Amortization of interest rate swaps

(684)

950

698

Change in fair value and settlement of interest rate swaps

 

29,881

 

29,980

 

(30,694)

Total comprehensive income (loss)

 

182,232

 

153,806

 

61,976

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

 

741

 

770

 

369

 

  

 

  

 

  

Comprehensive Income (Loss) Attributable to Agree Realty Corporation

$

181,491

$

153,036

$

61,607

 

  

 

  

 

  

Weighted Average Number of Common Shares Outstanding - Basic

 

78,659,333

 

66,802,242

 

51,838,219

 

 

 

  

Weighted Average Number of Common Shares Outstanding - Diluted

 

79,164,386

 

67,139,079

 

52,396,734

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

Preferred Stock

Common Stock

Additional

excess of net

Comprehensive

Non-Controlling

Total

  

Shares

  

Amount

  

Shares

  

Amount

  

Paid-In Capital

  

income

  

Income (Loss)

  

Interest

  

Equity

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)

Amortization, changes 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

Issuance of Series A preferred stock, net of issuance costs

7,000

175,000

(4,692)

170,308

Issuance of common stock, net of issuance costs

11,179,982

1

744,846

744,847

Repurchase of common shares

(28,051)

(1,813)

(1,813)

Issuance of stock under the 2020 Omnibus Incentive Plan

138,894

320

320

Forfeiture of restricted stock

(26,997)

(560)

(560)

Stock-based compensation

5,358

5,358

Series A preferred dividends declared for the period

(2,148)

(2,148)

Dividends and distributions declared for the period

(176,148)

(903)

(177,051)

Amortization, changes in fair value, and settlement of interest rate swaps

30,763

167

30,930

Net income

2,148

120,125

603

122,876

Balance, December 31, 2021

7,000

$

175,000

71,285,311

$

7

$

3,395,549

$

(147,366)

$

(5,503)

$

1,629

$

3,419,316

Issuance of common stock, net of issuance costs

18,799,566

2

1,257,821

1,257,823

Repurchase of common shares

(30,366)

(1,912)

(1,912)

Issuance of stock under the 2020 Omnibus Incentive Plan

129,099

648

648

Forfeiture of restricted stock

(10,186)

(61)

(61)

Stock-based compensation

6,525

6,525

Series A preferred dividends declared for the period

(7,437)

(7,437)

Dividends and distributions declared for the period

(225,766)

(978)

(226,744)

Amortization, changes in fair value, and settlement of interest rate swaps

29,054

143

29,197

Net income

7,437

145,000

598

153,035

Balance, December 31, 2022

7,000

$

175,000

90,173,424

$

9

$

4,658,570

$

(228,132)

$

23,551

$

1,392

$

4,630,390

Cash dividends declared per depositary share of Series A preferred stock:

For the three months ended March 31, 2022

$

0.266

For the three months ended June 30, 2022

$

0.266

For the three months ended September 30, 2022

$

0.266

For the three months ended December 31, 2022

$

0.266

Cash dividends declared per common share:

For the three months ended March 31, 2022

$

0.681

For the three months ended June 30, 2022

$

0.702

For the three months ended September 30, 2022

$

0.702

For the three months ended December 31, 2022

$

0.720

See accompanying notes to consolidated financial statements.

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Table of Contents

AGREE REALTY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended

    

December 31, 2022

    

December 31, 2021

    

December 31, 2020

Cash Flows from Operating Activities

 

  

 

  

  

Net income

$

153,035

$

122,876

$

91,972

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

 

 

 

Depreciation and amortization

 

133,570

 

95,729

 

66,758

Amortization from above (below) market lease intangibles, net

33,337

24,284

15,885

Amortization from financing costs, credit facility costs and debt discount

 

4,065

 

2,360

 

1,444

Stock-based compensation

 

6,464

 

4,798

 

4,702

Straight-line accrued rent

(13,176)

(11,857)

(7,818)

Provision for impairment

1,015

1,919

4,137

Settlement of interest rate swap

28,414

16,748

(22,668)

(Gain) loss on sale of assets

 

(5,341)

 

(14,941)

 

(8,004)

Write-off of unamortized financing costs upon debt extinguishment

1,250

(Increase) decrease in accounts receivable

 

799

 

(4,447)

 

(4,165)

(Increase) decrease in other assets

 

4,891

 

(3,231)

 

(1,503)

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

15,048

10,827

2,216

Net Cash Provided by Operating Activities

 

362,121

 

246,315

 

142,956

 

  

 

  

 

  

Cash Flows from Investing Activities

 

  

 

  

 

  

Acquisition of real estate investments and other assets

 

(1,578,511)

 

(1,400,685)

 

(1,326,696)

Development of real estate investments and other assets, net of reimbursements

 

(including capitalized interest of $1,261 in 2022, $249 in 2021, and $109 in 2020)

 

(81,875)

 

(41,464)

 

(19,617)

Payment of leasing costs

 

(503)

 

(468)

 

(1,227)

Net proceeds from sale of assets

 

44,914

 

56,002

 

47,698

Net Cash Used in Investing Activities

 

(1,615,975)

 

(1,386,615)

 

(1,299,842)

 

  

 

  

 

  

Cash Flows from Financing Activities

 

 

  

 

  

Proceeds from Series A preferred stock offering, net

 

 

170,308

 

Proceeds from common stock offerings, net

1,257,823

744,847

896,118

Repurchase of common shares

 

(1,912)

 

(1,813)

 

(1,641)

Unsecured revolving credit facility borrowings

 

1,035,000

 

594,000

 

743,000

Unsecured revolving credit facility repayments

 

(1,095,000)

 

(526,000)

 

(740,000)

Payments of mortgage notes payable

 

(24,490)

 

(799)

 

(3,683)

Payments of unsecured term loans

 

 

(240,000)

 

Proceeds from senior unsecured notes

 

297,513

 

640,623

 

349,745

Payment of Series A preferred dividends

(7,438)

(1,529)

Payment of common stock dividends

 

(220,304)

 

(194,296)

 

(116,112)

Distributions to non-controlling interest

 

(971)

 

(1,042)

 

(824)

Payments for financing costs

 

(2,708)

 

(6,704)

 

(3,919)

Net Cash Provided by Financing Activities

 

1,237,513

 

1,177,595

 

1,122,684

 

  

 

  

 

  

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

 

(16,341)

 

37,295

 

(34,202)

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

 

45,250

 

7,955

 

42,157

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

$

28,909

$

45,250

$

7,955

 

  

 

  

 

  

Supplemental Disclosure of Cash Flow Information

 

  

 

  

 

  

Cash paid for interest (net of amounts capitalized)

$

58,784

$

56,150

$

37,710

Cash paid for income tax

$

2,395

$

1,816

$

1,150

 

 

  

 

  

Supplemental Disclosure of Non-Cash Investing and Financing Activities

 

  

 

  

 

  

Lease right of use assets added under new ground leases

$

1,816

$

6,302

$

1,064

Mortgage note payable assumed, net of $2,548 mortgage debt discount

$

39,702

$

$

Series A preferred dividends declared and unpaid

$

620

$

620

$

Common stock dividends and limited partners' distributions declared and unpaid

$

21,725

$

16,261

$

34,545

Change in accrual of development, construction and other real estate investment costs

$

3,199

$

(5,537)

$

10,465

See accompanying notes to consolidated financial statements.

F-9

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Note 1 – Organization

Agree Realty Corporation (the “Company”), a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange in 1994.

The Company’s assets are held by, and all of our operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.6% common equity interest as of December 31, 2022.  There is a one-for-one relationship between the limited partnership interests in the Operating Partnership (“Operating Partnership Common Units”) owned by the Company and shares of Company common stock outstanding.  The Company also owns a Series A preferred equity interest in the Operating Partnership.  This preferred equity interest corresponds on a one-for-one basis to the Company’s Series A Preferred Stock (see Note 6- Common and Preferred Stock), providing income and distributions to the Company equal to the dividends payable on that stock.  Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.

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

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting Principles of Consolidation

The consolidated financial statements of Agree Realty Corporation include the accounts of the Company, the Operating Partnership and its wholly owned subsidiaries. The Company, as the sole general partner, held 99.6% and 99.5% of the Operating Partnership common equity as of December 31, 2022 and 2021, respectively, as well as the Series A preferred equity interest. All material intercompany accounts and transactions are eliminated, including the Company’s Series A preferred equity interest in the Operating Partnership.

At December 31, 2022 and 2021, the non-controlling interest in the Operating Partnership consisted of a 0.4% and 0.5% ownership interest in the Operating Partnership held by the Company’s founder and chairman, respectively. The Operating Partnership Common Units may, under certain circumstances, be exchanged for shares of common stock. The Company as sole general partner of the Operating Partnership has the option to settle exchanged Operating Partnership Common Units held by others for cash based on the current trading price of its shares. Assuming the exchange of all non-controlling Operating Partnership Units, there would have been 90,521,043 shares of common stock outstanding at December 31, 2022.

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 Held for Sale

Assets are classified as real estate held for sale based on specific criteria as outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant & Equipment. Properties classified as real estate held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Assets are generally classified as real estate

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year.

Acquisitions of Real Estate

The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, building, assumed debt, if any, and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. Intangible assets and liabilities represent the value of in-place leases and above- or below-market leases. In making estimates of fair values, the Company may use various sources, including data provided by independent third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located.

In allocating the fair value of the identified tangible and intangible assets and liabilities of an acquired property, land is valued based upon comparable market data or independent appraisals.  Buildings are valued on an as-if vacant basis based on a cost approach utilizing estimates of cost and the economic age of the building or an income approach utilizing various market data. In-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property.  In the case of sale-leaseback transactions, it is typically assumed that the lease is not in-place prior to the close of the transaction.

Depreciation and Amortization

Land, buildings, and improvements are recorded and stated at cost.  The Company’s properties are depreciated using the straight-line method over the estimated remaining useful life of the assets, which are generally 40 years for buildings and 10 to 20 years for improvements. Properties classified as held for sale and properties under development or redevelopment are not depreciated.  Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

In-place lease intangible assets and the capitalized above- and below-market lease intangibles are amortized over the non-cancelable term of the lease as well any option periods included in the estimated fair value. In-place lease intangible assets are amortized to amortization expense and above- and below-market lease intangibles are amortized as a net adjustment to rental income.  In the event of early lease termination, the remaining net book value of any above- or below-market lease intangible is recognized as an adjustment to rental income.

The following schedule summarizes the Company’s amortization of lease intangibles for the years ended December 31, 2022, 2021, and 2020 (presented in thousands):

For the Year Ended December 31, 

    

    

2022

    

2021

    

2020

Lease intangibles (in-place)

$

43,553

$

27,827

$

17,413

Lease intangibles (above-market)

 

39,603

 

30,596

 

21,523

Lease intangibles (below-market)

 

(6,266)

 

(6,312)

 

(5,638)

Total

$

76,890

$

52,111

$

33,298

F-11

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

The following schedule represents estimated future amortization of lease intangibles as of December 31, 2022 (presented in thousands):

Year Ending December 31, 

    

2023

    

2024

    

2025

    

2026

    

2027

    

Thereafter

    

Total

Lease intangibles (in-place)

$

51,612

  

$

48,132

  

$

45,716

  

$

42,671

  

$

38,031

$

182,239

  

$

408,401

Lease intangibles (above-market)

 

38,703

  

 

34,651

  

 

32,317

  

 

30,588

  

 

28,224

 

226,564

  

 

391,047

Lease intangibles (below-market)

 

(5,591)

 

(4,920)

 

(4,485)

 

(4,131)

 

(3,677)

 

(13,910)

 

(36,714)

Total

$

84,724

  

$

77,863

  

$

73,548

  

$

69,128

  

$

62,578

$

394,893

  

$

762,734

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, our ability or expectation to re-lease properties that are vacant or become vacant or a change in the anticipated holding period for a property.

Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, to the carrying cost of the individual asset.

Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale.

The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions, and/or purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.  Estimating future cash flows is highly subjective and estimates can differ materially from actual results.

Cash and Cash Equivalents and Cash Held in Escrow

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of deposit, checking, and money market accounts.  The account balances periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Cash held in escrows primarily relates to proposed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and funds restricted through a mortgage agreement. The Company had $27.1 million and $44.0 million in cash and cash equivalents and cash held in escrow as of December 31, 2022 and 2021, respectively, in excess of the FDIC insured limit.

Per the requirements of Accounting Standards Update (“ASU”) 2016-18 (Topic 230, Statement of Cash Flows) the following table provides a reconciliation of cash and cash equivalents and cash held in escrow, both as reported within the consolidated Balance Sheets, to the total of the cash, cash equivalents and cash held in escrow as reported within the Consolidated Statements of Cash Flows (presented in thousands):

    

December 31, 2022

    

December 31, 2021

Cash and cash equivalents

$

27,763

$

43,252

Cash held in escrow

 

1,146

 

1,998

Total of cash and cash equivalents and cash held in escrow

$

28,909

$

45,250

F-12

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Revenue Recognition and Accounts Receivable

The Company leases real estate to its tenants under long-term net leases which are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Rental increases based upon changes in the consumer price indexes, or other variable factors, are recognized only after changes in such factors have occurred and are then applied according to the lease agreements. Certain leases also provide for additional rent based on tenants’ sales volumes. These rents are recognized when determinable after the tenant exceeds a sales breakpoint.

Recognizing rent escalations on a straight-line method results in rental revenue in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the Accounts Receivable - Tenants line item in the Consolidated Balance Sheets. The balance of straight-line rent receivables at December 31, 2022 and 2021 was $53.9 million and $40.9 million, respectively. To the extent any of the tenants under these leases become unable to pay their contractual cash rents, the Company may be required to write down the straight-line rent receivable from those tenants, which would reduce rental income.

The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant changes, the Company recognizes an adjustment to rental revenue. The Company’s review of collectability of charges under its operating leases also includes any accrued rental revenues related to the straight-line method of reporting rental revenue.

As of December 31, 2022, the Company had seven leases across five tenants where collection is no longer considered probable. For these tenants, the Company is recording rental income on a cash basis and has written off any outstanding receivables, including straight-line rent receivables. Adjustments to rental revenue related to potentially uncollectible charges under these tenant leases resulted in a reduction to Rental Income and Net Income of $0.4 million for the year-ended December 31, 2022.

In addition to the tenant-specific collectability assessment performed, the Company may also recognize a general allowance, as a reduction to rental revenue, for its operating lease receivables which are not expected to be fully collectible based on the potential for settlement of arrears. There was no general allowance as of December 31, 2022 and $0.8 million was recognized as of December 31, 2021.  

The Company’s leases provide for reimbursement from tenants for common area maintenance, insurance, real estate taxes and other operating expenses. A portion of the Company’s operating cost reimbursement revenue is estimated each period and is recognized as rental revenue in the period the recoverable costs are incurred and accrued, and the related revenue is earned.  The balance of unbilled operating cost reimbursement receivable at December 31, 2022 and 2021 was $11.1 million and $9.1 million, respectively. Unbilled operating cost reimbursement receivable is reflected in Accounts Receivable - Tenants, net in the Consolidated Balance Sheets.

The Company has adopted the practical expedient in FASB ASC Topic 842, Leases (“ASC 842”) that allows lessors to combine non-lease components with the lease components when the timing and patterns of transfer for the lease and non-lease components are the same and the lease is classified as an operating lease. As a result, all rentals and reimbursements pursuant to tenant leases are reflected as one line, “Rental Income,” in the Consolidated Statement of Operations and Comprehensive Income.

Earnings per Share

Earnings per share of common stock has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share.  The guidance requires the classification of the Company’s unvested restricted stock, which contain rights to receive non-forfeitable dividends, as participating securities requiring the two-class method of computing net income per

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

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

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

Year Ended December 31, 

    

2022

    

2021

    

2020

Net income attributable to Agree Realty Corporation

$

152,437

$

122,273

$

91,381

Less: Series A preferred stock dividends

(7,437)

(2,148)

Net income attributable to common stockholders

145,000

120,125

91,381

Less: Income attributable to unvested restricted shares

(376)

(369)

(297)

Net income used in basic and diluted earnings per share

$

144,624

$

119,756

$

91,084

Weighted average number of common shares outstanding

78,885,063

  

67,004,069

  

52,013,137

Less: Unvested restricted stock

(225,730)

  

(201,827)

  

(174,918)

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

78,659,333

  

66,802,242

  

51,838,219

  

  

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

78,659,333

  

66,802,242

  

51,838,219

Effect of dilutive securities:

Share-based compensation

129,474

  

118,460

  

95,103

2019 ATM Forward Equity Offerings

14,289

2020 ATM Forward Equity Offerings

153,200

19,777

April 2020 Forward Equity Offerings

429,346

2021 ATM Forward Equity Offerings

50,757

December 2021 Forward Offering

89,963

14,420

2022 ATM Forward Equity Offerings

63,381

May 2022 Forward Offering

173,429

September 2022 Forward Equity Offering

48,806

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

79,164,386

  

67,139,079

  

52,396,734

For the year ended December 31, 2022, 62 shares of common stock related to restricted shares granted in 2022 were anti-dilutive and were not included in the computation of diluted earnings per share.

For the year ended December 31, 2021, 849 shares of common stock related to the 2021 ATM forward equity offerings, 5,360 shares of common stock related to the 2020 ATM forward equity offerings, and 2,092 restricted shares were anti-dilutive and were not included in the computation of diluted earnings per share.

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

Forward Equity Sales

The Company occasionally sells shares of common stock through forward sale agreements to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company.

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives.  To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase its shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments.  The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock.

The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from forward sale agreements during the period of time prior to settlement.

Equity Offering Costs

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

Income Taxes

The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2022, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements.  Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.

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

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

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

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

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

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

operations, contractual obligations in the form of near-term debt maturities, dividend requirements, or other factors impacting the Company’s liquidity and capital resources.  No conditions or events that raised substantial doubt about the ability to continue as a going concern within one year were identified as of the issuance date of the consolidated financial statements contained in this Annual Report on Form 10-K.

Reclassifications

Certain reclassifications of prior period amounts have been made in the consolidated financial statements and footnotes in order to conform to the current presentation.  

Segment Reporting

The Company is primarily in the business of acquiring, developing and managing retail real estate. The Company’s chief operating decision maker, which is its Chief Executive Officer, does not distinguish or group operations on a geographic or other basis when assessing the financial performance of our portfolio of properties.  Accordingly, the Company has a single reportable segment for disclosure purposes.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Values of Financial Instruments

The Company’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance, ASC Topic 820 Fair Value Measurement. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

Level 1 –

Valuation is based upon quoted prices in active markets for identical assets or liabilities.

 

 

Level 2 –

Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

 

Level 3 –

Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”).  The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify

F-16

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets.  The Company adopted this guidance on January 1, 2022 and the adoption did not impact its financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and able to be elected over time as reference rate reform activities occur.  The Company applied the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserved the presentation of derivatives consistent with past presentation.  The Company terminated all LIBOR-indexed derivatives during the year ended December 31, 2022 and has no derivative outstanding as of December 31, 2022.  In addition, the Company entered into an amendment to its Revolving Credit Facility which converted the interest rate from a spread over LIBOR to a spread over Secured Overnight Financing Rate (“SOFR”) subsequent to the termination of the LIBOR-indexed derivatives (see Note 5 – Debt).  Going forward, the Company does not expect the guidance will have a material impact on its financial statements.

In March 2022, the FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820)” (“ASU 2022-03”).  ASU 2022-03 clarifies that contractual sale restrictions on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, are not considered in measuring the fair value of equity securities.  In addition, the amendment requires  the disclosure of: (1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet, (2) the nature and remaining duration of the restrictions, and (3) any circumstances that could cause a lapse in the restrictions. The amendments in ASU 2022-03 are effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.  The amendment is applied prospectively and early adoption is permitted. The Company continues to evaluate the potential impact of the guidance.  

Note 3 – Leases

Tenant Leases

The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants.  As of December 31, 2022, the Company’s portfolio was approximately 99.7% leased and had a weighted average remaining lease term (excluding extension options) of approximately 8.8 years. A significant majority of its properties are leased to national tenants and approximately 67.8% of its annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.

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

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

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

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

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

The following table includes information regarding contractual lease payments for the Company’s operating leases for which it is the lessor, for the years ended December 31, 2022, 2021 and 2020 (presented in thousands).

For the Year Ended December 31, 

2022

2021

2020

    

Total lease payments

$

450,369

$

352,797

$

257,390

Less: Operating cost reimbursements and percentage rents

 

47,962

 

36,929

 

28,248

Total non-variable lease payments

$

402,407

$

315,868

$

229,142

At December 31, 2022, future non-variable lease payments to be received from the Company’s operating leases for the next five years and thereafter are as follows (presented in thousands):

 

Year Ending December 31, 

    

2023

    

2024

    

2025

    

2026

    

2027

    

Thereafter

    

Total

Future non-variable lease payments

$

468,723

  

$

463,245

  

$

452,755

  

$

433,725

  

$

409,563

$

2,113,349

  

$

4,341,360

Deferred Revenue

As of December 31, 2022 and 2021, there was $18.1 million and $13.5 million, respectively, in deferred revenues resulting from rents paid in advance. Deferred revenues are recognized within Accounts Payable, Accrued Expenses, and Other Liabilities on the Consolidated Balance Sheets as of these dates.

Land Lease Obligations

The Company is the lessee under land lease agreements for certain of its properties. ASC 842 requires a lessee to recognize right of use assets and lease obligation liabilities that arise from leases, whether qualifying as operating or finance.  As of December 31, 2022 and 2021, the Company had $60.9 million and $59.7 million respectively, of right of use assets, net, recognized within Other Assets in the Consolidated Balance Sheets, while the corresponding lease obligations, net, of $23.6 million and $24.1 million, respectively, were recognized within Accounts Payable, Accrued Expenses, and Other Liabilities on the Consolidated Balance Sheets as of these dates.

The Company’s land leases do not include any variable lease payments. These leases typically provide multi-year renewal options to extend their term as lessee at the Company’s option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised. Certain of the Company’s land leases qualify

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

as finance leases as a result of purchase options that are reasonably certain of being exercised or automatic transfer of title to the Company at the end of the lease term.

Amortization of right of use assets for operating land leases is classified as land lease expense and was $1.6 million, $1.6 million, and $1.3 million for the years ending December 31, 2022, 2021, and 2020, respectively. There was no amortization of right of use assets for finance land leases, as the underlying leased asset (land) has an infinite life.  Interest expense on finance land leases was $0.3 million and $0.2 million during the years ended December 31, 2022 and 2021, respectively, while there was no such expense incurred during the years ended December 31, 2020.

In calculating its lease obligations under ground leases, the Company uses discount rates estimated to be equal to what it would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.

The following tables include information on the Company’s land leases for which it is the lessee, for the years ending December 31, 2022, 2021, and 2020 (presented in thousands).

Year Ended

    

December 31, 2022

    

    

December 31, 2021

    

    

December 31, 2020

    

Operating leases:

Operating cash outflows

$

1,197

$

1,112

$

1,069

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

33.5

33.8

38.3

Finance leases:

Operating cash outflows

$

255

$

215

$

Financing cash outflows

$

81

$

93

$

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

1.8

2.8

Supplemental Disclosure:

Right-of-use assets obtained in exchange for new lease liabilities, including value assigned to above market lease terms

$

1,816

$

6,302

$

1,064

Right-of-use assets net change

$

1,816

$

6,302

$

1,064

Maturity Analysis of Lease Liabilities for Operating Leases (presented in thousands)

 

Year Ending December 31, 

    

2023

    

2024

    

2025

    

2026

    

2027

    

Thereafter

    

Total

Lease payments

$

1,197

  

$

1,197

  

$

1,197

  

$

1,195

  

$

1,042

$

28,809

  

$

34,637

Imputed interest

 

(711)

 

(690)

 

(669)

 

(647)

 

(627)

 

(13,864)

 

(17,208)

Total lease liabilities

$

486

  

$

507

  

$

528

  

$

548

  

$

415

$

14,945

  

$

17,429

The weighted-average discount rate used in computing operating and finance lease obligations approximated 4% at December 31, 2022 and 2021.

Maturity Analysis of Lease Liabilities for Finance Leases (presented in thousands)

Year Ending December 31, 

    

2023

    

2024

    

2025

    

2026

    

2027

    

Thereafter

    

Total

Lease payments

$

336

  

$

6,251

  

$

  

$

$

$

  

$

6,587

F-19

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Imputed interest

 

(252)

 

(207)

 

 

 

(459)

Total lease liabilities

$

84

  

$

6,044

  

$

  

$

  

$

$

  

$

6,128

Note 4 – Real Estate Investments

Real Estate Portfolio

As of December 31, 2022, the Company owned 1,839 properties, with a total gross leasable area (“GLA”) of approximately 38.1 million square feet. Net Real Estate Investments totaled $5.74 billion as of December 31, 2022. As of December 31, 2021, the Company owned 1,404 properties, with a total GLA of approximately 29.1 million square feet. Net Real Estate Investments totaled $4.37 billion as of December 31, 2021.

Acquisitions

During 2022, the Company purchased 434 retail net lease assets for approximately $1.6 billion, which includes acquisition, closing costs and the assumption of a $42.3 million mortgage note. These properties are located in 43 states and had a weighted average lease term of approximately 10.2 years.  The aggregate 2022 acquisitions were allocated approximately $387.7 million to land, $1.0 billion to buildings and improvements, $204.9 million to lease intangibles, net and $2.5 million to assumed mortgage debt discount.

During 2021, the Company purchased 290 retail net lease assets for approximately $1.39 billion, which includes acquisition and closing costs. These properties are located in 43 states and had a weighted average lease term of approximately 11.5 years. The aggregate 2021 acquisitions were allocated approximately $476.8 million to land, $654.3 million to buildings and improvements, and $250.7 million to lease intangibles.

The 2022 and 2021 acquisitions were primarily funded as cash purchases and the assumption of a mortgage note payable with a principal balance of $42.3 million. There was no material contingent consideration associated with these acquisitions.

None of the Company’s acquisitions during 2022 or 2021 caused any new or existing tenant to comprise 10% or more of the Company’s total assets or generate 10% or more of its total annualized contractual base rent at December 31, 2022 or 2021.

Developments

During 2022, the Company completed seven development or Partner Capital Solutions projects.  During 2021, four such projects were completed. At December 31, 2022, the Company had 24 development or Partner Capital Solutions projects under construction.

Dispositions

During 2022, the Company sold real estate properties for net proceeds of $44.9 million and recorded a net gain of $5.3 million.

During 2021, the Company sold real estate properties for net proceeds of $56.0 million and recorded a net gain of $14.9 million.

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

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Assets Held for Sale

The Company did not classify any operating properties as real estate held for sale at December 31, 2022 and classified one operating property as real estate held for sale as of December 31, 2021, the assets for which are separately presented in the Consolidated Balance Sheets.

Real estate held for sale consisted of the following as of December 31, 2022 and 2021 (presented in thousands):

    

December 31, 2022

    

December 31, 2021

Land

$

$

4,485

Building

 

 

Lease intangibles - asset

1,213

 

 

5,698

Accumulated depreciation and amortization, net

 

 

(22)

Total Real Estate Held for Sale, net

$

$

5,676

Provisions for Impairment

As a result of the Company’s review of real estate investments it recognized real estate impairment charges of $1.0 million, $1.9 million and $4.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.  The estimated fair value of the impaired real estate assets at their time of impairment during 2022, 2021, and 2020 was $1.8 million, $1.0 million and $11.9 million, respectively.  

Note 5 – Debt

As of December 31, 2022, the Company had total gross indebtedness of $1.96 billion, including (i) $50.4 million of mortgage notes payable; (ii) $1.81 billion of senior unsecured notes; and (iv) $100.0 million of borrowings under the Revolving Credit Facility (defined below).

Mortgage Notes Payable

As of December 31, 2022, the Company had total gross mortgage indebtedness of $50.4 million, which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $86.5 million. The weighted average interest rate on the Company’s mortgage notes payable was 3.94% as of December 31, 2022 and 4.16% as of December 31, 2021.

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Mortgages notes payable consisted of the following (presented in thousands):

    

December 31, 2022

    

December 31, 2021

Note payable in monthly installments of interest only at 3.60% per annum, with a balloon payment paid in December 2022

$

$

23,640

 

 

  

Note payable in monthly installments of interest only at 5.01% per annum, with a balloon payment due September 2023

 

4,622

 

4,622

 

 

  

Note payable in monthly installments of $92 including interest at 6.27% per annum, with a final monthly payment due July 2026

3,523

4,373

Note payable in monthly installments of interest only at 3.63% per annum, with a balloon payment due December 2029

 

42,250

 

 

  

 

  

Total principal

 

50,395

 

32,635

Unamortized debt issuance costs and assumed debt discount

 

(2,424)

 

(206)

Total

$

47,971

$

32,429

In connection with a four-property acquisition during the twelve months ended December 31, 2022, the Company assumed an interest only, mortgage note payable with a principal balance of $42.3 million and stated interest rate of 3.63% maturing December 2029.  In connection with the purchase price allocation completed, the mortgage debt was fair valued as of the date of acquisition resulting in a $2.5 million debt discount that will be amortized over the term of the mortgage note payable into Interest Expense in the Consolidated Statements of Operations and Comprehensive Income.  

The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At December 31, 2022, there were no mortgage loans with partial recourse to the Company.

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

Senior Unsecured Notes

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

The following table presents the senior unsecured notes principal balances net of unamortized debt issuance costs and original issue discounts for the Company’s private placement and public offerings as of December 31, 2022, and 2021 (presented in thousands):

All-in

Interest Rate

Maturity

December 31, 2022

    

December 31, 2021

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 Public Notes

2.11

%

June 2028

 

350,000

 

350,000

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

3.49

%

October 2030

350,000

350,000

2031 Senior Unsecured Notes

4.42

%

October 2031

125,000

125,000

2032 Senior Unsecured Public Notes

3.96

%

October 2032

300,000

2033 Senior Unsecured Public Notes

2.13

%

June 2033

 

300,000

300,000

Total Principal

 

1,810,000

 

1,510,000

Unamortized debt issuance costs and original issue discount, net

 

(17,953)

 

(14,800)

Total

$

1,792,047

$

1,495,200

Senior Unsecured Notes – Private Placements

The 2025 Senior Unsecured Notes, 2027 Senior Unsecured Notes, 2028 Senior Unsecured Notes, 2029 Senior Unsecured Notes, 2030 Senior Unsecured Notes, and 2031 Senior Unsecured Notes (collectively the “Private Placements”) were issued in private placements to individual investors. The Private Placements did not involve a public offering in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.

The Operating Partnership issued $125 million 2031 Senior Unsecured Notes in October 2019 with a stated interest rate of 4.47%. In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.

Senior Unsecured Notes – Public Offerings

The 2030 Senior Unsecured Public Notes, 2028 Senior Unsecured Public Notes, 2033 Senior Unsecured Public Notes and 2032 Senior Unsecured Public Notes (collectively the “Public Notes”) are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and trustee (as supplemented by an officer’s certificate dated at the issuance of each of the Public Notes) (the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.

In August 2020, the Operating Partnership completed an underwritten public offering of $350 million aggregate principal amount of 2.900% Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership.  The terms of the 2030 Senior Unsecured Public Notes are governed by the Indenture (as supplemented by an officer’s certificate dated August 17, 2020). The Indenture contains various restrictive covenants,

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.  

In August 2020, the Operating Partnership issued $350 million aggregate principal amount of notes at a stated rate of 2.90% due October 2030 (the “2030 Senior Unsecured Public Notes”). The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes, paying $23.4 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350 million aggregate principal amount of 2030 Senior Unsecured Public Notes is 3.49%.

In May 2021, the Operating Partnership issued $350 million aggregate principal amount of notes at a stated interest  rate of 2.00% due June 2028 (“2028 Senior Unsecured Public Notes”) and $300 million in aggregate principal amount notes at a stated interest rate of 2.60% due June 2033 (the “2033 Senior Unsecured Public Notes”).  The Company terminated related swap agreements of $300 million that hedged the 2033 Senior Unsecured Public Notes, receiving $16.7 million upon termination. Considering the effect of the terminated swap agreements, the blended all-in rates to the Company for the $350 million aggregate principal amount of the 2028 Senior Unsecured Public Notes and the $300 million aggregate principal amount of the 2033 Senior Unsecured Public Notes are 2.11% and 2.13%, respectively.

In August 2022, the Operating Partnership issued the 2032 Senior Unsecured Public Notes in an underwritten public offering of $300 million aggregate principal amount of notes with a stated interest rate of 4.80% due October 2032. The Company terminated related swap agreements of $300 million notional amount that hedged the 2032 Senior Unsecured Public Notes, receiving $28.4 million upon termination. Considering the effect of terminated swap agreements, the blended all-in rate to the Company for the 2032 Senior Unsecured Public Notes is 3.96%.

Senior Unsecured Revolving Credit Facility

In December 2021, the Company entered into a Third Amended and Restated Revolving Credit Agreement which provided for a $1.0 billion senior unsecured revolving credit facility (the "Revolving Credit Facility") that bore interest based on a pricing grid with a range of 72.5 to 140 basis points over LIBOR, determined by the Company’s credit ratings and leverage ratio. Based on the Company’s credit ratings and leverage ratio at the time of closing, pricing on the Revolving Credit Facility was 77.5 basis points over LIBOR. The Revolving Credit Facility includes an accordion option that allows the Company to request additional lender commitments up to a total of $1.75 billion. The Revolving Credit Facility will mature in January 2026 with Company options to extend the maturity date to January 2027.

In November 2022, the Company entered into a First Amendment to the Third Amended and Restated Revolving Credit Agreement which converted the interest rate on its $1.0 billion Revolving Credit Facility from a spread over LIBOR to a spread over SOFR plus a SOFR adjustment of 10 basis points.

The margins for the Revolving Credit Facility are subject to improvement based on the Company's leverage ratio, provided its credit ratings meet a certain threshold. Based on the Company's credit ratings and leverage ratio at the time of closing plus the SOFR adjustment of 10 basis points, pricing on the Revolving Credit Facility was 87.5 basis points over SOFR. In connection with the Company's ongoing environmental, social and governance ("ESG") initiatives, pricing may be reduced if specific ESG ratings are achieved.

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.

F-24

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Debt Maturities

The following table presents scheduled principal payments related to the Company’s debt as of December 31, 2022 (presented in thousands):

Scheduled

    

Balloon

    

Principal

Payment

Total

2023

$

905

$

4,622

$

5,527

2024

 

963

 

 

963

2025

 

1,026

 

50,000

 

51,026

2026 (1)

629

100,000

100,629

2027

50,000

50,000

Thereafter

 

 

1,752,250

 

1,752,250

Total scheduled principal payments

$

3,523

$

1,956,872

$

1,960,395

(1)The Revolving Credit Facility matures in January 2026, with options to extend the maturity to January 2027. The Revolving Credit Facility had a balance of $100.0 million as of December 31, 2022.

Loan Covenants

Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2022, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its loan covenants and obligations as of December 31, 2022.

Note 6 – Common and Preferred Stock

Shelf Registration

On May 27, 2020, the Company filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

F-25

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Follow-on Common Stock Offerings

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

In June 2021, the Company completed a follow-on public offering of 4,600,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 600,000 shares of common stock.  The offering resulted in net proceeds to the Company of approximately $327.0 million, after deducting fees and offering expenses payable by the Company.

In December 2021, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase 750,000 shares, in connection with forward sale agreements. The offering resulted in net proceeds to the Company of approximately $368.7 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.

In May 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase 750,000 shares, in connection with forward sale agreements. The offering resulted in net proceeds to the Company of approximately $386.7 million after deducting fees and expenses and making certain other adjustments as provided in the equity distribution agreements.

In October 2022, the Company completed a follow-on public offering of 5,750,000 shares of common stock, including the full exercise of the underwriters' option to purchase 750,000 shares, in connection with forward sale agreements. Upon settlement, the offering is anticipated to raise net proceeds of approximately $380.7 million after deducting fees and making certain other adjustments as provided in the equity distribution agreements. As of December 31, 2022, the Company settled 1,600,000 shares of these October 2022 forward sale agreements, realizing net proceeds of $106.2 million. The Company is required to settle the outstanding shares of common stock by September 2023.

Preferred Stock Offering

In September 2021, the Company completed an underwritten public offering of depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of Series A Preferred Stock, which resulted in net proceeds to the Company of approximately $170.3 million, after deducting the underwriting discounts and commissions and costs payable by the Company. At the closing, the Company issued 7,000 shares of Series A Preferred Stock (the “Series A Preferred Shares”) to the depositary, resulting in the issuance of 7,000,000 Depositary Shares. The Company contributed the net proceeds from the sale of the Depositary Shares to the Operating Partnership in exchange for 7,000 Series A Preferred Units corresponding to the number of shares of Series A Preferred Stock underlying the Depositary Shares.  

Dividends on the Series A Preferred Shares will be payable monthly in arrears on the first day of each month (or, if not on a business day, on the next succeeding business day). The dividend rate is 4.25% per annum of the $25,000 (equivalent to $25.00 per Depositary Share) liquidation preference. The first pro-rated dividend on the Series A Preferred Shares was paid on October 1, 2021 and was in an amount equivalent to $0.04132 per Depositary Share. Subsequent dividends on the Series A Preferred Shares have been and will be in the amount of $0.08854 per Depositary Share, equivalent to $1.0625 per annum.

The Company may not redeem the Series A Preferred Shares before September 2026, except in limited circumstances to preserve its status as a real estate investment trust for federal income tax purposes and except in certain circumstances upon the occurrence of a change of control of the Company.  Beginning in September 2026, the Company, at its option, may redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per Depositary Share, plus any accrued and unpaid dividends. Upon the occurrence of a change in control of the Company, if the Company does not otherwise redeem the Series A Preferred Shares, the holders have a right to convert their shares into common stock of

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

the Company at the $25.00 per share liquidation value, plus any accrued and unpaid dividends.  This conversion value is limited by a share cap if the Company’s stock price falls below a certain threshold.

ATM Programs

The Company enters into ATM programs through which the Company, from time to time, sells shares of common stock and enters into forward sale agreements.  The results of ATM programs entered into during 2020 and 2021 are shown in the following table.  These ATM programs have been terminated and no future issuances will occur under them.

Net Proceeds Received

Program Year

Size ($ million)

Shares Issued

($ million)

2020

$400.0

3,334,056

$209.5

2021

$500.0

5,453,975

$379.1

In September 2022, the Company entered into a new $750 million ATM program (the “2022 ATM Program”) through which the Company, from time to time, may sell shares of common stock and/or enter into forward sale agreements.  As of December 31, 2022, the Company entered into forward sale agreements to sell an aggregate of 4,350,232 shares of common stock under the 2022 ATM Program, for anticipated net proceeds of $300.9 million. The Company has settled 245,591 shares of these forward sale agreements as of December 31, 2022 for net proceeds of approximately $18.1 million, after deducting fees and expense. The Company is required to settle the remaining outstanding shares of common stock under the 2022 ATM Program by various dates between November and December 2023. After considering the 4,350,232 shares of common stock subject to forward sale agreements issued under the 2022 ATM Program, the Company had approximately $446.6 million of availability remaining under this program as of December 31, 2022.

Note 7 – Dividends and Distributions Payable

The Company declared dividends per common share of $2.805, $2.604 and $2.405 per share during the years ended December 31, 2022, 2021, and 2020; the dividends have been reflected for federal income tax purposes as follows:

For the Year Ended December 31, 

    

2022

    

2021

    

2020

Ordinary Income

$

2.518

$

2.398

$

1.928

Return of Capital

 

0.287

 

0.206

 

0.477

Total

$

2.805

$

2.604

$

2.405

On December 13, 2022, the Company declared a dividend per common share of $0.24 per share for the month ended December 31, 2022. The holders of Operating Partnership Common Units are entitled to an equal distribution per Operating Partnership Unit held. The monthly common dividend for December 2022 has been reflected as a reduction of stockholders’ equity and the distribution has been reflected as a reduction of the limited partners’ non-controlling interest. This dividend was paid on January 13, 2023.

The Company declared dividends of $1.0625 per Depositary Share during the year ended December 31, 2022 and $0.30695 per Depositary Share during the year ended December 31, 2021, covering the periods subsequent to the September 2021 preferred stock issuance date (see Note 6- Common and Preferred Stock).   These dividends were reflected entirely as ordinary income for federal income tax purposes.  

On December 13, 2022, the Company declared a dividend of $0.08854 per Depositary Share for the month ended December 31, 2022.  This monthly preferred dividend has been reflected as a reduction of stockholders’ equity and was paid on January 3, 2023.  

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Note 8 – Income Taxes

Uncertain Tax Positions

The Company is subject to the provisions of Financial Accounting Standards Board ASC Topic 740-10 (“ASC 740-10”) and has analyzed its various federal and state filing positions. The Company believes that its income tax filing positions and deductions are documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. The Company’s federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2018. The Company has elected to record related interest and penalties, if any, as income tax expense on the Consolidated Statements of Operations and Comprehensive Income. We have no material interest or penalties relating to income taxes recognized for years ended December 31, 2022, 2021, and 2020.

Income Tax Expense

During the years ended December 31, 2022, 2021, and 2020, the Company recognized net federal and state income tax expense of approximately $2.9 million, $2.4 million and $1.1 million, respectively. The income tax expense recorded in 2021 includes additional tax expense of approximately $0.5 million relating to the true-up of 2020 expense, recognized upon filing of the annual tax returns.

Note 9 – Derivative Instruments and Hedging Activity

Background

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments. For additional information regarding the leveling of the Company’s derivatives, refer to Note 10 – Fair Value Measurements.

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.

2021 Settlements - Hedging 2021 Debt Issuances

In August 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $8.0 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

In December 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $5.6 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

In February 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. In May 2021, the Company terminated the swap agreements upon the debt issuance, receiving $3.1 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

2022 Settlements - Hedging 2022 Debt Issuances

In May and July 2021, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $300 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending December 2022. In August 2022, the Company terminated the swap agreements upon the debt issuance, receiving $28.4 million upon termination. This settlement was included as a component of accumulated OCI, to be recognized as an adjustment to income over the term of the debt.

2021 Settlements – Extinguishment of Term Loans

Prior to May 2021, the Company had entered interest rate swap agreements to hedge against future cash flows on variable-rate borrowings. These interest rate swap agreements were settled in May 2021. The Company incurred a charge of $14.6 million upon this repayment and settlement, including swap termination costs of $13.4 million and the write-off of previously unamortized debt issuance costs of $1.2 million. Details of the interest rate swaps and related terminations is as follows:    

In July 2014, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and paid to the counterparty a fixed rate of 2.09%. These swaps effectively converted $65 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $0.3 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

In June 2016, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $40 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company received from the counterparty interest on the notional amount based on one month LIBOR and paid to the counterparty a fixed rate of 1.40%. This swap effectively converted $40 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.0 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

In December 2018, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and paid to the counterparty a fixed rate of 2.66%. These swaps effectively converted $100 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $9.2 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

In October 2019, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company received from the counterparty interest on the notional amount based on one month LIBOR and paid to the counterparty a fixed rate of 1.4275%. This swap effectively converted $65 million of variable-rate

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

borrowings to fixed-rate borrowings from July 12, 2021 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.8 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

Also, in October 2019, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.4265%. This swap effectively converted $35 million of variable-rate borrowings to fixed-rate borrowings from September 29, 2020 to January 12, 2024. In May 2021, the Company terminated the swap agreements upon the payoff of the related term loan, paying $1.1 million upon termination. This settlement was recognized as an expense during the year ended December 31, 2021.

Recognition

The Company recognizes all derivative instruments as either assets or liabilities at fair value on the balance sheet.  The Company recognizes its derivatives within Other Assets, net and Accounts Payable, Accrued Expenses and Other Liabilities on the Consolidated Balance Sheets.

The Company recognizes all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of Other Comprehensive Income (OCI).

Accumulated OCI relates to (i) the change in fair value of forward-starting interest rate derivatives and (ii) realized gains or losses on settled derivative instruments. The realized gains or losses on settled derivative instruments are recognized as an adjustment to interest expense over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $2.5 million will be reclassified as an increase to interest expense.

During 2021, the Company accelerated the reclassification of amounts in accumulated OCI into expense given that the hedged forecasted transactions were no longer likely to occur. During 2021, the Company accelerated a loss of $13.4 million out of OCI into earnings due to missed forecasted transactions associated with terminated swap agreements in connection with the early payoff of the hedged term loans (see 2021 Settlements – Extinguishment of Term Loans above).

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

Number of Instruments 1

Notional 1

December 31, 

December 31, 

December 31, 

December 31, 

Interest Rate Derivatives

    

2022

    

2021

    

2022

    

2021

Interest rate swap

 

 

3

$

$

300,000

(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 (presented in thousands).

Asset Derivatives

December 31, 2022

December 31, 2021

    

Fair Value

    

Fair Value

Derivatives designated as cash flow hedges:

 

  

 

  

Other Assets, net

$

$

1,868

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Liability Derivatives

December 31, 2022

December 31, 2021

    

Fair Value

    

Fair Value

Derivatives designated as cash flow hedges:

 

  

 

  

Accounts Payable, Accrued Expenses, and Other Liabilities

$

$

3,335

The table below presents the effect of the Company’s derivative financial instruments in the Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2022, 2021, and 2020 (presented in thousands).

Location of Income/(Loss)

Amount of Income/(Loss)

Amount of Income/(Loss) Recognized

Reclassified from Accumulated

Reclassified from Accumulated

in OCI on Derivative

OCI into Income

OCI into Expense

Year Ended December 31, 

2022

    

2021

    

2020

    

2022

    

2021

    

2020

Interest rate swaps

$

29,881

$

14,958

$

(34,558)

Interest expense

$

(684)

$

15,973

$

4,562

Loss on extinguishment of debt and settlement of related hedges

$

$

13,363

$

The Company does not use derivative instruments for trading or other speculative purposes and did not have any other derivative instruments or hedging activities as of December 31, 2022.

Credit Risk-Related Contingent Features

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

As of December 31, 2022, the Company had no derivatives outstanding.

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

The table below presents a gross presentation of the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2022 and December 31, 2021. The gross amounts of derivative assets or liabilities can be reconciled to the Tabular Disclosure of Fair Values of Derivative Instruments above, which also provides the location that derivative assets and liabilities are presented on the Consolidated Balance Sheets (presented in thousands):

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Offsetting of Derivative Assets

 

As of December 31, 2022

Gross Amounts

    

Net Amounts of

Offset in the

Assets presented

Gross Amounts Not Offset in the

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

$

$

$

$

$

$

Offsetting of Derivative Liabilities

 

As of December 31, 2022

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

$

$

$

$

$

$

Offsetting of Derivative Assets

 

As of December 31, 2021

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

$

1,868

$

$

1,868

$

(1,679)

$

$

189

Offsetting of Derivative Liabilities

 

As of December 31, 2021

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

$

3,335

$

$

3,335

$

(1,679)

$

$

1,656

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8

Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Note 10 – Fair Value Measurements

Assets and Liabilities Measured at Fair Value

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

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

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

Derivative Financial Instruments

The Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 (presented in thousands):

    

Total Fair Value

    

Level 2

December 31, 2022

Derivative assets - interest rate swaps

$

$

Derivative liabilities - interest rate swaps

$

$

December 31, 2021

Derivative assets - interest rate swaps

$

1,868

$

1,868

Derivative liabilities - interest rate swaps

$

3,335

$

3,335

Other Financial Instruments

The carrying values of cash and cash equivalents, cash held in escrow, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

The Company estimated the fair value of its debt based on its incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

The Company determined that the valuation of its Senior Unsecured Notes and Revolving Credit Facility are classified as Level 2 of the fair value hierarchy and its fixed rate mortgages are classified as Level 3 of the fair value hierarchy. The Senior Unsecured Notes had carrying values of $1.79 billion and $1.50 billion as of December 31, 2022 and  2021, respectively, and had fair values of approximately $1.54 billion and $1.57 billion, respectively. The Revolving Credit Facility’s fair value is estimated to be equal to the carrying value of $100.0 million and $160.0 million as of December 31, 2022 and 2021, respectively. The Mortgage Notes Payable had carrying values of $48.0 million and $32.4 million as of December 31, 2022 and 2021, respectively, and had fair values of $45.4 million and $33.9 million as of those dates.

Note 11 – Equity Incentive Plan

In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”), which replaced the Agree Realty Corporation 2014 Omnibus Equity Incentive Plan (the “2014 Plan”). The 2020 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 700,000 shares of the Company’s common stock. All subsequent awards of equity or equity rights will be granted under the 2020 Plan, and no further awards will be made under the 2014 Plan. As of December 31, 2022, 333,048 shares of common stock were available for issuance under the 2020 Plan.

Restricted Stock - Employees

Restricted shares have been granted to certain employees.

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

The Company estimates the fair value of restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis or amount vested, if greater, over the appropriate vesting period. During 2022, 2021, and

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

2020 the Company recognized $3.9 million, $3.5 million and $3.2 million, respectively, of expense relating to restricted share grants.  

As of December 31, 2022, there was $9.2 million of unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 3.3 years. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The intrinsic value of restricted shares redeemed was $1.9 million, $1.8 million and $1.6 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Restricted share activity is summarized as follows:

    

Shares

    

Weighted Average

Outstanding

Grant Date

(in thousands)

Fair Value

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

Restricted stock granted

 

87

$

65.23

Restricted stock vested

 

(64)

$

53.82

Restricted stock forfeited

 

(23)

$

63.88

Unvested restricted stock at December 31, 2021

 

175

$

64.90

Restricted stock granted

 

81

$

63.10

Restricted stock vested

(63)

$

60.84

Restricted stock forfeited

 

(10)

$

65.12

Unvested restricted stock at December 31, 2022

 

183

$

65.46

Performance Units and Shares

Performance units were granted to certain executive officers during the years ended December 31, 2022, 2021, and 2020, while performance shares were granted prior to those years. Performance units or shares are subject to a three-year performance period, at the conclusion of which shares awarded are to be determined by the Company’s total shareholder return (“TSR”) compared to the constituents of the MSCI US REIT Index and a defined peer group. 50% of the award is based upon the TSR percentile rank versus the constituents in the MSCI US REIT Index for the three-year performance period; and 50% of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period. Vesting of the performance units and shares following their issuance will occur ratably over a three-year period, with the initial vesting occurring immediately following the conclusion of the performance period such that all units and shares vest within five years of the original award date.  

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

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

The Monte Carlo simulation pricing model for issued grants utilizes the following assumptions: (i) expected term (equal to the remaining performance measurement period at the grant date); (ii) volatility (based on historical volatility); and (iii) risk-free rate (interpolated based on 2-and 3- year rates). The Company used 0% for the forfeiture rate for determining the fair value of performance units and shares.

The following assumptions were used when determining the grant date fair value:

2022

2021

2020

Expected term (years)

2.9

2.9

2.9

Volatility

33.5

%

33.9

%

18.4

%

Risk-free rate

1.8

%

0.2

%

1.3

%

The Company recognized expense related to performance units and shares for which the three-year performance period has not been completed of $1.5 million, $1.2 million and $1.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, there was $3.3 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has not yet been completed, which is expected to be recognized over a weighted average period of 3.1 years.

The Company recognized expense related to performance units and shares for which the three-year performance period was completed of $0.4 million and $0.2 million for the years ending December 31, 2022 and 2021, respectively. As of December 31, 2022, there was $0.2 million of total unrecognized compensation costs related to performance units and shares for which the three-year performance period has been completed, which is expected to be recognized over a weighted average period of 0.9 years.

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Performance unit and share activity is summarized as follows:

    

Target Number

    

Weighted Average

of Awards

Grant Date

(in thousands)

Fair Value

Performance units and shares at December 31, 2019 - three-year performance period to be completed

 

61

$

61.04

Performance units granted

26

$

90.17

Performance units and shares at December 31, 2020 - three-year performance period to be completed

 

87

$

69.61

Performance units granted

 

43

$

63.42

Performance units and shares at December 31, 2021 - three-year performance period completed

 

(31)

$

55.29

Performance units and shares forfeited

 

(21)

$

68.79

Performance units and shares at December 31, 2021 - three-year performance period to be completed

78

$

72.13

Performance units granted

34

$

68.59

Performance units and shares at December 31, 2022- three-year performance period completed

(27)

$

66.96

Performance units and shares at December 31, 2022 - three-year performance period to be completed

85

$

72.27

 

Shares

    

Weighted Average

Outstanding

Grant Date

(in thousands)

Fair Value

Performance shares - three-year performance period completed but not yet vested at December 31, 2020

 

$

Shares earned at completion of three-year performance period (1)

 

47

$

55.29

Shares vested

(16)

$

55.29

Shares forfeited

 

(4)

$

55.29

Performance shares - three-year performance period completed but not yet vested December 31, 2021

27

$

55.29

Shares earned at completion of three-year performance period (2)

 

28

$

66.96

Shares vested

(23)

$

59.91

Performance shares - three-year performance period completed but not yet vested December 31, 2022

32

$

61.91

(1)Performance shares granted in 2018 for which the three-year performance period was completed in 2021 paid out at the 150% performance level

(2)Performance shares granted in 2019 for which the three-year performance period was completed in 2022 paid out at the 106% performance level

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Agree Realty Corporation

Notes to Consolidated Financial Statements

 

December 31, 2022

Restricted Stock - Directors

During the year ended December 31, 2022, 10,636 restricted shares were granted to independent members of the Company’s board of directors at a weighted average grant date fair value of $62.62 per share.

The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The restricted shares granted to independent members of the board vested over the 2022 calendar year commensurate with the board members’ annual services to the Company.

The Company estimates the fair value of board members’ restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis over the one-year vesting period. The Company recognized expense relating to restricted share grants to the board members of $0.7 million for the year ended December 31, 2022.

The Company used 0% for the forfeiture rate for determining the fair value of this restricted stock.

Note 12 – Commitments and Contingencies

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

Note 13 – Subsequent Events

In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to December 31, 2022 through the date on which these financial statements were issued to determine whether any of these events required adjustment to or disclosure in the financial statements.

There were no reportable subsequent events or transactions.

F-38

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

6

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

8,812,549

7,379

11,053,156

11,060,535

1,965,182

1978

40 Years

Grayling Plaza, MI

200,000

1,778,657

143,997

200,000

1,922,654

2,122,654

1,676,490

1984

40 Years

Omaha Store, NE

150,000

150,000

150,000

1995

Wichita Store, KS

1,039,195

1,690,644

451,090

1,139,677

2,041,252

3,180,929

1,078,952

1995

40 Years

Monroeville, PA

6,332,158

2,249,724

(2,067,098)

3,153,890

3,360,894

6,514,784

1,553,995

1996

40 Years

Boynton Beach, FL

1,534,942

2,043,122

3,717,733

1,534,942

5,760,855

7,295,797

2,466,616

1996

40 Years

Chesterfield Township, MI

1,350,590

1,757,830

(46,164)

1,350,590

1,711,666

3,062,256

1,048,977

1998

40 Years

Pontiac, MI

1,144,190

1,808,955

(90,189)

1,144,190

1,718,766

2,862,956

1,034,771

1998

40 Years

Mt Pleasant Shopping Ctr, MI

907,600

8,081,968

11,251,877

1,874,745

18,366,700

20,241,445

5,590,558

1998

40 Years

Rochester, MI

2,438,740

2,188,050

23,358

2,438,740

2,211,408

4,650,148

1,287,020

1999

40 Years

Ypsilanti, MI

2,050,000

2,222,097

(3,494,709)

777,388

777,388

1999

Petoskey, MI

2,332,473

2,020,905

2,015,626

2,337,752

4,353,378

1,322,416

2000

40 Years

Flint, MI

1,477,680

2,241,293

99,920

1,477,680

2,341,213

3,818,893

1,230,805

2001

40 Years

New Baltimore, MI

1,250,000

2,285,781

9,231

1,250,000

2,295,012

3,545,012

1,213,178

2001

40 Years

Flint, MI

1,435,925

1,729,851

1,798,091

660

1,729,851

1,798,751

3,528,602

931,190

2002

40 Years

Indianapolis, IN

180,000

1,117,617

108,551

180,000

1,226,168

1,406,168

620,946

2002

40 Years

Flint, MI

471,272

(201,809)

269,463

269,463

233,486

2003

40 Years

Canton Twp, MI

1,550,000

2,132,096

23,021

1,550,000

2,155,117

3,705,117

1,028,118

2003

40 Years

Flint, MI

1,664,211

1,537,400

1,961,674

1,537,400

1,961,674

3,499,074

923,702

2004

40 Years

Albion, NY

1,900,000

3,037,864

1,900,000

3,037,864

4,937,864

1,376,537

2004

40 Years

Flint, MI

1,272,314

1,029,000

2,165,463

(6,666)

1,029,000

2,158,797

3,187,797

978,161

2004

40 Years

Boynton Beach, FL

1,569,000

2,363,524

3,943,404

1,569,000

6,306,928

7,875,928

1,647,399

2004

40 Years

Roseville, MI

1,771,000

2,327,052

395

1,771,000

2,327,447

4,098,447

996,348

2005

40 Years

Mt Pleasant, MI

1,075,000

1,432,390

4,787

1,075,000

1,437,177

2,512,177

613,779

2005

40 Years

N Cape May, NJ

1,075,000

1,430,092

495

1,075,000

1,430,587

2,505,587

610,975

2005

40 Years

Summit Twp, MI

998,460

1,336,357

12,686

998,460

1,349,043

2,347,503

549,549

2006

40 Years

Barnesville, GA

932,500

2,091,514

5,490

932,500

2,097,004

3,029,504

797,268

2007

40 Years

East Lansing, MI

240,000

54,531

(54,531)

240,000

240,000

2007

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

970,901

2009

40 Years

Southfield, MI

1,483,000

1,200,000

125,616

2,063

1,200,000

127,679

1,327,679

42,153

2009

40 Years

Atchison, KS

943,750

3,021,672

823,170

3,142,252

3,965,422

980,445

2010

40 Years

Johnstown, OH

485,000

2,799,502

485,000

2,799,502

3,284,502

874,846

2010

40 Years

Lake in the Hills, IL

2,135,000

3,328,560

1,690,000

3,773,560

5,463,560

1,173,677

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

576,754

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

446,280

2010

40 Years

Wilmington, NC

2,186,000

1,500,000

1,348,591

1,500,000

1,348,591

2,848,591

398,959

2011

40 Years

Marietta, GA

900,000

575,000

696,297

6,359

575,000

702,656

1,277,656

201,937

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

509,062

2011

40 Years

Chandler, AZ

332,868

793,898

360

332,868

794,258

1,127,126

223,422

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

1,049,249

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

561,074

2011

40 Years

Leawood, KS

989,622

3,003,541

16,197

989,622

3,019,738

4,009,360

830,425

2011

40 Years

Salt Lake City, UT

6,810,104

(44,416)

6,765,688

6,765,688

1,896,036

2011

40 Years

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

362,429

2012

40 Years

Walker, MI

887,000

219,200

1,024,738

219,200

1,024,738

1,243,938

275,398

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

539,104

2012

40 Years

Baton Rouge, LA

1,188,322

1,188,322

1,188,322

314,410

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

793,648

2012

40 Years

Newark, DE

2,117,547

4,777,516

(4,881)

2,117,547

4,772,635

6,890,182

1,247,908

2012

40 Years

Vineland, NJ

4,102,710

1,501,854

43,976

4,125,289

1,523,251

5,648,540

395,015

2012

40 Years

Fort Mill, SC

750,000

1,187,380

750,000

1,187,380

1,937,380

309,213

2012

40 Years

Spartanburg, SC

250,000

765,714

4,387

250,000

770,101

1,020,101

201,022

2012

40 Years

Springfield, IL

302,520

653,654

49,741

302,520

703,395

1,005,915

179,667

2012

40 Years

Jacksonville, NC

676,930

1,482,748

676,930

1,482,748

2,159,678

373,667

2012

40 Years

Morrow, GA

525,000

1,383,489

(99,849)

525,000

1,283,640

1,808,640

329,558

2012

40 Years

Charlotte, NC

1,822,900

3,531,275

(570,844)

1,822,900

2,960,431

4,783,331

754,844

2012

40 Years

Lyons, GA

121,627

2,155,635

(103,392)

121,627

2,052,243

2,173,870

534,657

2012

40 Years

Fuquay-Varina, NC

2,042,225

1,763,768

(255,778)

2,042,225

1,507,990

3,550,215

380,672

2012

40 Years

Minneapolis, MN

1,088,015

345,958

71,142

826,635

678,480

1,505,115

33,924

2012

40 Years

Lake Zurich, IL

780,974

7,909,277

46,509

780,974

7,955,786

8,736,760

1,996,574

2012

40 Years

Harlingen, TX

430,000

1,614,378

12,854

430,000

1,627,232

2,057,232

406,806

2012

40 Years

Pensacola, FL

650,000

1,165,415

23,957

650,000

1,189,372

1,839,372

295,468

2012

40 Years

F-39

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

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

1,893,964

2013

40 Years

Statham, GA

191,919

3,851,073

191,919

3,851,073

4,042,992

954,743

2013

40 Years

North Las Vegas, NV

214,552

717,435

28,999

214,552

746,434

960,986

183,399

2013

40 Years

Memphis, TN

322,520

748,890

322,520

748,890

1,071,410

184,106

2013

40 Years

Rancho Cordova, CA

1,339,612

(265,000)

1,074,612

1,074,612

2013

Kissimmee, FL

1,453,500

971,683

196

1,453,696

971,683

2,425,379

236,849

2013

40 Years

Pinellas Park, FL

2,625,000

874,542

4,163

2,625,000

878,705

3,503,705

210,452

2013

40 Years

Manchester, CT

397,800

325,705

397,800

325,705

723,505

78,713

2013

40 Years

Rapid City, SD

1,017,800

2,348,032

1,379

1,017,800

2,349,411

3,367,211

565,293

2013

40 Years

Chicago, IL

272,222

649,063

61,309

272,222

710,372

982,594

161,953

2013

40 Years

Brooklyn, OH

3,643,700

15,079,714

953,195

3,643,700

16,032,909

19,676,609

3,739,801

2013

40 Years

Madisonville, TX

96,680

1,087,642

18,200

96,680

1,105,842

1,202,522

262,749

2013

40 Years

Forest, MS

1,298,176

99,848

1,398,024

1,398,024

322,502

2013

40 Years

Sun Valley, NV

308,495

1,373,336

(51,008)

253,495

1,377,328

1,630,823

321,306

2013

40 Years

Rochester, NY

2,500,000

7,398,639

2,017

2,500,000

7,400,656

9,900,656

1,719,003

2013

40 Years

Allentown, PA

2,525,051

7,896,613

672,368

2,525,051

8,568,981

11,094,032

1,967,811

2013

40 Years

Casselberry, FL

1,804,000

793,101

(2,906)

1,804,000

790,195

2,594,195

186,455

2013

40 Years

Berwyn, IL

186,791

933,959

62,585

186,791

996,544

1,183,335

219,952

2013

40 Years

Grand Forks, ND

1,502,609

2,301,337

1,801,028

1,502,609

4,102,365

5,604,974

932,621

2013

40 Years

Ann Arbor, MI

3,000,000

4,595,757

277,040

3,000,000

4,872,797

7,872,797

1,105,907

2013

40 Years

Joplin, MO

1,208,225

1,160,843

1,208,225

1,160,843

2,369,068

266,025

2013

40 Years

Red Bay, AL

38,981

2,528,437

3,856

38,981

2,532,293

2,571,274

516,996

2014

40 Years

Birmingham, AL

230,106

231,313

(297)

230,106

231,016

461,122

46,685

2014

40 Years

Birmingham, AL

245,234

251,339

(324)

245,234

251,015

496,249

50,727

2014

40 Years

Birmingham, AL

98,271

179,824

98,271

179,824

278,095

36,340

2014

40 Years

Birmingham, AL

235,641

127,477

(313)

235,641

127,164

362,805

25,699

2014

40 Years

Montgomery, AL

325,389

217,850

325,389

217,850

543,239

44,024

2014

40 Years

Littleton, CO

4,622,391

819,000

8,756,266

(3,879,591)

819,000

4,876,675

5,695,675

1,589,420

2014

40 Years

St Petersburg, FL

1,225,000

1,025,247

6,592

1,225,000

1,031,839

2,256,839

225,437

2014

40 Years

St Augustine, FL

200,000

1,523,230

200,000

1,523,230

1,723,230

314,166

2014

40 Years

East Palatka, FL

730,000

575,236

6,911

730,000

582,147

1,312,147

120,026

2014

40 Years

Pensacola, FL

136,365

398,773

136,365

398,773

535,138

80,585

2014

40 Years

Fort Oglethorpe, GA

1,842,240

2,844,126

20,442

1,842,240

2,864,568

4,706,808

639,394

2014

40 Years

New Lenox, IL

2,010,000

6,206,252

107,873

2,010,000

6,314,125

8,324,125

1,292,365

2014

40 Years

Rockford, IL

303,395

2,436,873

(15,000)

303,395

2,421,873

2,725,268

501,011

2014

40 Years

Terre Haute, IN

103,147

2,477,263

32,376

103,147

2,509,639

2,612,786

500,650

2014

40 Years

Junction City, KS

78,271

2,504,294

(30,565)

78,271

2,473,729

2,552,000

500,787

2014

40 Years

Baton Rouge, LA

226,919

347,691

226,919

347,691

574,610

70,262

2014

40 Years

Lincoln Park, MI

543,303

1,408,544

209,848

543,303

1,618,392

2,161,695

332,393

2014

40 Years

Novi, MI

1,803,857

1,488,505

22,490

1,803,857

1,510,995

3,314,852

302,164

2014

40 Years

Bloomfield Hills, MI

1,340,000

2,003,406

391,480

1,341,900

2,392,986

3,734,886

486,363

2014

40 Years

Jackson, MS

256,789

172,184

256,789

172,184

428,973

34,796

2014

40 Years

Irvington, NJ

315,000

1,313,025

315,000

1,313,025

1,628,025

287,223

2014

40 Years

Toledo, OH

500,000

1,372,363

(12)

500,000

1,372,351

1,872,351

300,201

2014

40 Years

Toledo, OH

213,750

754,675

213,750

754,675

968,425

158,796

2014

40 Years

Toledo, OH

168,750

785,000

16,477

168,750

801,477

970,227

168,473

2014

40 Years

Mansfield, OH

306,000

725,600

306,000

725,600

1,031,600

152,678

2014

40 Years

Orrville, OH

344,250

716,600

344,250

716,600

1,060,850

150,784

2014

40 Years

Calcutta, OH

208,050

758,750

1,462

208,050

760,212

968,262

159,889

2014

40 Years

Columbus, OH

1,136,250

1,593,792

1,590,997

1,139,045

2,730,042

237,069

2014

40 Years

Tulsa, OK

459,148

640,550

(13,336)

459,148

627,214

1,086,362

139,032

2014

40 Years

Ligonier, PA

330,000

5,021,849

(9,500)

330,000

5,012,349

5,342,349

1,055,171

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

291,507

2014

40 Years

Anderson, SC

781,200

4,441,535

261,624

775,732

4,708,627

5,484,359

1,062,022

2014

40 Years

Easley, SC

332,275

268,612

332,275

268,612

600,887

54,283

2014

40 Years

Spartanburg, SC

141,307

446,706

141,307

446,706

588,013

90,272

2014

40 Years

Spartanburg, SC

94,770

261,640

94,770

261,640

356,410

52,873

2014

40 Years

Columbia, SC

303,932

1,221,964

(13,830)

303,932

1,208,134

1,512,066

244,743

2014

40 Years

Alcoa, TN

329,074

270,719

329,074

270,719

599,793

54,708

2014

40 Years

Knoxville, TN

214,077

286,037

214,077

286,037

500,114

57,804

2014

40 Years

Red Bank, TN

229,100

302,146

229,100

302,146

531,246

61,058

2014

40 Years

New Tazewell, TN

91,006

328,561

29,311

91,006

357,872

448,878

66,913

2014

40 Years

Maryville, TN

94,682

1,529,621

85,861

94,682

1,615,482

1,710,164

316,031

2014

40 Years

Morristown, TN

46,404

801,506

4,990

46,404

806,496

852,900

161,291

2014

40 Years

Clinton, TN

69,625

1,177,927

11,564

69,625

1,189,491

1,259,116

237,887

2014

40 Years

Knoxville, TN

160,057

2,265,025

226,291

160,057

2,491,316

2,651,373

498,241

2014

40 Years

Sweetwater, TN

79,100

1,009,290

6,740

79,100

1,016,030

1,095,130

203,194

2014

40 Years

McKinney, TX

2,671,020

6,785,815

100,331

2,671,020

6,886,146

9,557,166

1,472,027

2014

40 Years

Forest, VA

282,600

956,027

282,600

956,027

1,238,627

203,154

2014

40 Years

Colonial Heights, VA

547,692

1,059,557

(5,963)

547,692

1,053,594

1,601,286

212,917

2014

40 Years

Glen Allen, VA

590,101

1,129,495

(19,367)

577,601

1,122,628

1,700,229

226,868

2014

40 Years

F-40

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Burlington, WA

610,000

3,647,279

(4,602)

610,000

3,642,677

4,252,677

737,513

2014

40 Years

Wausau, WI

909,092

1,405,899

86,764

909,092

1,492,663

2,401,755

313,423

2014

40 Years

Foley AL

305,332

506,203

9,380

305,332

515,583

820,915

103,223

2015

40 Years

Sulligent, AL

58,803

1,085,906

(432,709)

58,803

653,197

712,000

174,845

2015

40 Years

Eutaw, AL

103,746

1,212,006

(377,526)

103,746

834,480

938,226

204,741

2015

40 Years

Tallassee, AL

154,437

850,448

61,461

154,437

911,909

1,066,346

166,912

2015

40 Years

Orange Park, AL

649,652

1,775,000

9,664

649,652

1,784,664

2,434,316

326,222

2015

40 Years

Pace, FL

37,860

524,400

6,970

37,860

531,370

569,230

105,081

2015

40 Years

Pensacola, FL

309,607

775,084

(25)

309,607

775,059

1,084,666

153,208

2015

40 Years

Freeport, FL

312,615

1,277,386

312,615

1,277,386

1,590,001

239,510

2015

40 Years

Glenwood, GA

29,489

1,027,370

(816,545)

14,395

225,920

240,314

11,463

2015

40 Years

Albany, GA

47,955

641,123

47,955

641,123

689,078

124,137

2015

40 Years

Belvidere, IL

184,136

644,492

184,136

644,492

828,628

124,757

2015

40 Years

Peru, IL

380,254

2,125,498

380,254

2,125,498

2,505,752

385,247

2015

40 Years

Davenport, IA

776,366

6,623,542

84,487

776,366

6,708,029

7,484,395

1,237,818

2015

40 Years

Buffalo Center, IA

159,353

700,460

159,353

700,460

859,813

129,877

2015

40 Years

Sheffield, IA

131,794

729,543

131,794

729,543

861,337

135,269

2015

40 Years

Lenexa, KS

303,175

2,186,864

303,175

2,186,864

2,490,039

382,701

2015

40 Years

Tompkinsville , KY

70,252

1,132,033

(164,520)

70,252

967,513

1,037,765

215,451

2015

40 Years

Hazard, KY

8,392,841

13,731,648

(16,857)

8,375,591

13,732,041

22,107,632

2,403,103

2015

40 Years

Portland, MA

3,831,860

3,172

3,835,032

3,835,032

719,029

2015

40 Years

Flint, MI

120,078

2,561,015

20,490

120,078

2,581,505

2,701,583

451,763

2015

40 Years

Hutchinson, MN

67,914

720,799

67,914

720,799

788,713

133,648

2015

40 Years

Lowry City, MO

103,202

614,065

103,202

614,065

717,267

115,137

2015

40 Years

Branson, MO

564,066

940,585

175

564,066

940,760

1,504,826

168,552

2015

40 Years

Branson, MO

721,135

717,081

940

721,135

718,021

1,439,156

128,638

2015

40 Years

Enfield, NH

93,628

1,295,320

60,029

93,628

1,355,349

1,448,977

263,639

2015

40 Years

Marietta, OH

319,157

1,225,026

319,157

1,225,026

1,544,183

237,291

2015

40 Years

Franklin, OH

264,153

1,191,777

264,153

1,191,777

1,455,930

225,941

2015

40 Years

Elyria, OH

82,023

910,404

82,023

910,404

992,427

170,701

2015

40 Years

Elyria, OH

126,641

695,072

126,641

695,072

821,713

130,326

2015

40 Years

Bedford Heights, OH

226,920

959,528

21,901

226,920

981,429

1,208,349

179,658

2015

40 Years

Newburgh Heights, OH

224,040

959,099

224,040

959,099

1,183,139

177,833

2015

40 Years

Warrensville Heights, OH

186,209

920,496

4,900

186,209

925,396

1,111,605

173,656

2015

40 Years

Heath, OH

325,381

757,994

135

325,381

758,129

1,083,510

135,831

2015

40 Years

Lima, OH

335,386

592,154

2,833

335,386

594,987

930,373

104,241

2015

40 Years

Elk City, OK

45,212

1,242,220

45,212

1,242,220

1,287,432

235,504

2015

40 Years

Salem, OR

1,450,000

2,951,167

1,346,640

1,450,000

4,297,807

5,747,807

752,124

2015

40 Years

Westfield, PA

47,346

1,117,723

10,973

47,346

1,128,696

1,176,042

222,944

2015

40 Years

Altoona, PA

555,903

9,489,791

1,017

555,903

9,490,808

10,046,711

1,720,194

2015

40 Years

Grindstone, PA

288,246

500,379

10,151

288,246

510,530

798,776

89,717

2015

40 Years

Liberty, SC

27,929

1,222,856

90

27,929

1,222,946

1,250,875

236,858

2015

40 Years

Blacksburg, SC

27,547

1,468,101

27,547

1,468,101

1,495,648

281,386

2015

40 Years

Easley, SC

51,325

1,187,506

51,325

1,187,506

1,238,831

225,131

2015

40 Years

Fountain Inn, SC

107,633

1,076,633

107,633

1,076,633

1,184,266

204,112

2015

40 Years

Walterboro, SC

21,414

1,156,820

21,414

1,156,820

1,178,234

219,313

2015

40 Years

Jackson, TN

277,000

495,103

80,423

277,000

575,526

852,526

93,554

2015

40 Years

Brenham, TX

355,486

17,280,895

581

355,486

17,281,476

17,636,962

3,312,244

2015

40 Years

Corpus Christi, TX

316,916

2,140,056

316,916

2,140,056

2,456,972

392,344

2015

40 Years

Harlingen, TX

126,102

869,779

12,681

126,102

882,460

1,008,562

160,094

2015

40 Years

Midland, TX

194,174

5,005,720

2,000

194,174

5,007,720

5,201,894

907,624

2015

40 Years

Rockwall, TX

578,225

1,768,930

210

578,225

1,769,140

2,347,365

309,595

2015

40 Years

Princeton, WV

111,653

1,029,090

111,653

1,029,090

1,140,743

199,324

2015

40 Years

Martinsburg, WV

620,892

943,163

620,892

943,163

1,564,055

165,054

2015

40 Years

Grand Chute, WI

2,766,417

7,084,942

803,235

2,766,417

7,888,177

10,654,594

1,408,704

2015

40 Years

New Richmond, WI

71,969

648,850

71,969

648,850

720,819

121,659

2015

40 Years

Baraboo, WI

142,563

653,176

142,563

653,176

795,739

121,110

2015

40 Years

Decatur, AL

337,738

510,706

337,738

510,706

848,444

78,734

2016

40 Years

Greenville, AL

203,722

905,780

9,911

203,722

915,691

1,119,413

137,311

2016

40 Years

Bullhead City, AZ

177,500

1,364,406

177,500

1,364,406

1,541,906

230,231

2016

40 Years

Page, AZ

256,982

1,299,283

256,982

1,299,283

1,556,265

219,254

2016

40 Years

Safford, AZ

349,269

1,196,307

676

349,269

1,196,983

1,546,252

191,809

2016

40 Years

Tucson, AZ

3,208,580

4,410,679

(8,268)

3,208,580

4,402,411

7,610,991

716,580

2016

40 Years

Bentonville, AR

610,926

897,562

170

610,926

897,732

1,508,658

151,517

2016

40 Years

Sunnyvale, CA

7,351,903

4,638,432

194

7,351,903

4,638,626

11,990,529

763,295

2016

40 Years

Whittier, CA

4,237,918

7,343,869

4,237,918

7,343,869

11,581,787

1,208,678

2016

40 Years

Aurora, CO

847,349

834,301

7,770

847,349

842,071

1,689,420

126,181

2016

40 Years

Aurora, CO

1,132,676

5,716,367

287,321

1,132,676

6,003,688

7,136,364

889,859

2016

40 Years

Evergreen, CO

1,998,860

3,827,245

1,998,860

3,827,245

5,826,105

629,901

2016

40 Years

Lakeland, FL

61,000

1,227,037

61,000

1,227,037

1,288,037

189,168

2016

40 Years

Mt Dora, FL

1,678,671

3,691,615

639,525

1,678,671

4,331,140

6,009,811

671,486

2016

40 Years

North Miami Beach, FL

1,622,742

512,717

11,240

1,622,742

523,957

2,146,699

78,516

2016

40 Years

Orlando, FL

903,411

1,627,159

(24,843)

903,411

1,602,316

2,505,727

253,619

2016

40 Years

F-41

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Port Orange, FL

1,493,863

3,114,697

619,495

1,493,863

3,734,192

5,228,055

543,821

2016

40 Years

Royal Palm Beach, FL

2,052,463

956,768

20,576

2,052,463

977,344

3,029,807

157,555

2016

40 Years

Sarasota, FL

1,769,175

3,587,992

139,891

1,769,175

3,727,883

5,497,058

623,165

2016

40 Years

Venice, FL

281,936

1,291,748

676

281,936

1,292,424

1,574,360

204,466

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

35,882

2016

40 Years

Crystal Lake, IL

2,446,521

7,012,819

523,271

2,446,521

7,536,090

9,982,611

1,089,398

2016

40 Years

Glenwood, IL

815,483

970,108

815,483

970,108

1,785,591

149,558

2016

40 Years

Morris, IL

1,206,749

2,062,495

1,206,749

2,062,495

3,269,244

339,452

2016

40 Years

Bicknell, IN

215,037

2,381,471

215,037

2,381,471

2,596,508

376,978

2016

40 Years

Fort Wayne, IN

711,430

1,258,357

(5,563)

711,430

1,252,795

1,964,225

216,390

2016

40 Years

Indianapolis, IN

734,434

970,175

(2,700)

734,434

967,475

1,701,909

163,419

2016

40 Years

Des Moines, IA

322,797

1,374,153

322,797

1,374,153

1,696,950

226,163

2016

40 Years

Frankfort, KY

514,277

514,277

514,277

2016

DeRidder, LA

814,891

2,156,542

10,536

814,891

2,167,078

2,981,969

350,784

2016

40 Years

Lake Charles, LA

1,308,418

4,235,719

5,761

1,308,418

4,241,480

5,549,898

644,940

2016

40 Years

Shreveport, LA

891,872

2,058,257

891,872

2,058,257

2,950,129

334,476

2016

40 Years

Marshall, MI

339,813

339,813

339,813

2016

Mt Pleasant, MI

511,282

(254)

511,028

511,028

2016

Norton Shores, MI

495,605

667,982

42,874

495,605

710,856

1,206,461

110,016

2016

40 Years

Stephenson, MI

223,152

1,044,947

270

223,152

1,045,217

1,268,369

156,780

2016

40 Years

Sterling, MI

127,844

905,607

25,464

127,844

931,071

1,058,915

143,356

2016

40 Years

Eagle Bend, MN

96,558

1,165,437

96,558

1,165,437

1,261,995

182,051

2016

40 Years

Brandon, MS

428,464

969,346

428,464

969,346

1,397,810

161,558

2016

40 Years

Clinton, MS

370,264

1,057,143

370,264

1,057,143

1,427,407

176,191

2016

40 Years

Columbus, MS

1,103,458

2,128,089

(2,105)

1,103,458

2,125,984

3,229,442

365,591

2016

40 Years

Holly Springs, MS

413,316

952,574

413,316

952,574

1,365,890

154,686

2016

40 Years

Jackson, MS

242,796

963,188

242,796

963,188

1,205,984

160,531

2016

40 Years

Jackson, MS

732,944

2,862,813

33,902

732,944

2,896,715

3,629,659

453,382

2016

40 Years

Meridian, MS

396,329

1,152,729

396,329

1,152,729

1,549,058

192,103

2016

40 Years

Pearl, MS

299,839

616,351

7,355

299,839

623,706

923,545

93,506

2016

40 Years

Ridgeland, MS

407,041

864,498

407,041

864,498

1,271,539

144,083

2016

40 Years

Bowling Green, MO

360,201

2,809,170

5,000

360,201

2,814,170

3,174,371

439,083

2016

40 Years

St Robert, MO

394,859

1,305,366

24,333

394,859

1,329,699

1,724,558

201,206

2016

40 Years

Beatty, NV

198,928

1,265,084

8,051

198,928

1,273,135

1,472,063

198,821

2016

40 Years

Alamogordo, NM

654,965

2,716,166

4,436

654,965

2,720,602

3,375,567

425,605

2016

40 Years

Alamogordo, NM

524,763

941,615

7,522

524,763

949,137

1,473,900

144,309

2016

40 Years

Alcalde, NM

435,486

836,499

435,486

836,499

1,271,985

125,475

2016

40 Years

Cimarron, NM

345,693

1,236,437

7,613

345,693

1,244,050

1,589,743

189,160

2016

40 Years

La Luz, NM

487,401

835,455

487,401

835,455

1,322,856

127,059

2016

40 Years

Fayetteville, NC

1,267,529

2,527,462

16,897

1,267,529

2,544,359

3,811,888

386,790

2016

40 Years

Gastonia, NC

401,119

979,803

1,631

401,119

981,434

1,382,553

149,261

2016

40 Years

Devils Lake, ND

323,508

1,133,773

955

323,508

1,134,728

1,458,236

179,271

2016

40 Years

Cambridge, OH

168,717

1,113,232

168,717

1,113,232

1,281,949

190,177

2016

40 Years

Columbus, OH

1,109,044

1,291,313

1,109,044

1,291,313

2,400,357

209,773

2016

40 Years

Grove City, OH

334,032

176,274

334,032

176,274

510,306

28,630

2016

40 Years

Lorain, OH

808,162

1,390,481

10,000

808,162

1,400,481

2,208,643

237,977

2016

40 Years

Reynoldsburg, OH

843,336

1,197,966

843,336

1,197,966

2,041,302

194,617

2016

40 Years

Springfield, OH

982,451

3,957,512

7,191

982,451

3,964,703

4,947,154

676,131

2016

40 Years

Ardmore, OK

571,993

1,590,151

571,993

1,590,151

2,162,144

261,714

2016

40 Years

Dillon, SC

85,896

1,697,160

85,896

1,697,160

1,783,056

293,467

2016

40 Years

Jasper, TN

190,582

966,125

6,888

190,582

973,013

1,163,595

145,929

2016

40 Years

Carthage, TX

597,995

1,965,290

27,357

597,995

1,992,647

2,590,642

319,968

2016

40 Years

Cedar Park, TX

1,386,802

4,656,229

758,023

1,410,827

5,390,227

6,801,054

915,117

2016

40 Years

Granbury, TX

944,223

2,362,540

944,223

2,362,540

3,306,763

383,921

2016

40 Years

Hemphill, TX

250,503

1,955,918

11,886

250,503

1,967,804

2,218,307

307,092

2016

40 Years

Lampasas, TX

245,312

1,063,701

45,197

245,312

1,108,898

1,354,210

179,803

2016

40 Years

Lubbock, TX

1,501,556

2,341,031

1,501,556

2,341,031

3,842,587

380,427

2016

40 Years

Odessa, TX

921,043

2,434,384

5,615

921,043

2,439,999

3,361,042

396,310

2016

40 Years

Port Arthur, TX

1,889,732

8,121,417

439,354

1,889,732

8,560,771

10,450,503

1,300,967

2016

40 Years

Provo, UT

1,692,785

5,874,584

43,650

1,692,785

5,918,234

7,611,019

956,869

2016

40 Years

Tappahannock, VA

1,076,745

14,904

1,076,745

14,904

1,091,649

2,395

2016

40 Years

Manitowoc, WI

879,237

4,467,960

1,313

879,237

4,469,273

5,348,510

707,303

2016

40 Years

Oak Creek, WI

487,277

3,082,180

382,092

487,277

3,464,272

3,951,549

564,008

2016

40 Years

Oxford, AL

148,407

641,820

148,407

641,820

790,227

90,897

2017

40 Years

Oxford, AL

255,786

7,273,871

81,627

255,786

7,355,498

7,611,284

1,041,452

2017

40 Years

Oxford, AL

24,875

600,936

(15,612)

24,875

585,324

610,199

84,129

2017

40 Years

Jonesboro, AR

3,656,554

3,219,456

11,058

3,656,554

3,230,514

6,887,068

423,001

2017

40 Years

Lowell, AR

949,519

1,435,056

10,229

949,519

1,445,285

2,394,804

180,597

2017

40 Years

Southington, CT

1,088,181

1,287,837

185,818

1,088,181

1,473,655

2,561,836

185,998

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

29,661

2,298,885

2,924,226

5,223,111

372,024

2017

40 Years

Orange Park, FL

214,858

2,304,095

214,858

2,304,095

2,518,953

316,787

2017

40 Years

F-42

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Port Richey, FL

1,140,182

1,649,773

1,140,182

1,649,773

2,789,955

226,833

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

310,208

2017

40 Years

Brunswick, GA

126,335

1,626,530

126,335

1,626,530

1,752,865

206,705

2017

40 Years

Buford, GA

341,860

1,023,813

341,860

1,023,813

1,365,673

140,742

2017

40 Years

Carrollton, GA

597,465

886,644

597,465

886,644

1,484,109

119,982

2017

40 Years

Decatur, GA

558,859

1,429,106

558,859

1,429,106

1,987,965

181,615

2017

40 Years

Metter, GA

256,743

766,818

256,743

766,818

1,023,561

103,796

2017

40 Years

Villa Rica, GA

410,936

1,311,444

410,936

1,311,444

1,722,380

183,029

2017

40 Years

Chicago, IL

2,899,155

9,822,986

2,899,155

9,822,986

12,722,141

1,411,977

2017

40 Years

Chicago, IL

2,081,151

5,197,315

2,081,151

5,197,315

7,278,466

746,756

2017

40 Years

Galesburg, IL

214,280

979,108

214,280

979,108

1,193,388

134,609

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

9,660

574,805

1,564,446

2,139,251

194,892

2017

40 Years

Woodstock, IL

683,419

1,002,207

284

683,419

1,002,491

1,685,910

127,398

2017

40 Years

Frankfort, IN

50,458

2,008,275

50,458

2,008,275

2,058,733

284,506

2017

40 Years

Kokomo, IN

95,196

1,484,778

(30,615)

95,196

1,454,163

1,549,359

186,586

2017

40 Years

Nashville, IN

484,117

2,458,215

484,117

2,458,215

2,942,332

337,766

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

875,591

2017

40 Years

Hopkinsville, KY

413,269

996,619

413,269

996,619

1,409,888

137,011

2017

40 Years

Salyersville, KY

289,663

906,455

596

289,663

907,051

1,196,714

126,523

2017

40 Years

Amite, LA

601,238

1,695,242

601,238

1,695,242

2,296,480

236,580

2017

40 Years

Bossier City, LA

797,899

2,925,864

146

797,899

2,926,010

3,723,909

371,844

2017

40 Years

Kenner, LA

323,188

859,298

(1,000)

323,188

858,298

1,181,486

112,617

2017

40 Years

Mandeville, LA

834,891

1,294,812

205

834,891

1,295,017

2,129,908

169,889

2017

40 Years

New Orleans, LA

6,846,313

121,177

6,967,490

6,967,490

944,359

2017

40 Years

Baltimore, MD

782,819

745,092

7,968

782,819

753,060

1,535,879

96,438

2017

40 Years

Grand Rapids, MI

7,015,035

2,635,983

1,750,000

7,901,018

9,651,018

888,865

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

145,894

2017

40 Years

Mountain Iron, MN

177,918

1,139,849

177,918

1,139,849

1,317,767

156,713

2017

40 Years

Gulfport, MS

671,824

1,176,505

671,824

1,176,505

1,848,329

164,203

2017

40 Years

Jackson, MS

802,230

1,434,997

802,230

1,434,997

2,237,227

200,279

2017

40 Years

McComb, MS

67,026

685,426

67,026

685,426

752,452

94,201

2017

40 Years

Kansas City, MO

1,390,880

1,588,573

1,390,880

1,588,573

2,979,453

240,861

2017

40 Years

Springfield, MO

616,344

2,448,360

13,285

616,344

2,461,645

3,077,989

307,623

2017

40 Years

St. Charles, MO

736,242

2,122,426

271,734

736,242

2,394,160

3,130,402

356,446

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

136,515

2017

40 Years

Egg Harbor, NJ

520,510

1,087,374

520,510

1,087,374

1,607,884

156,288

2017

40 Years

Secaucus, NJ

19,915,781

17,306,541

84,153

19,915,781

17,390,694

37,306,475

2,174,176

2017

40 Years

Sewell, NJ

1,809,771

6,892,134

1,809,771

6,892,134

8,701,905

947,662

2017

40 Years

Santa Fe, NM

1,072,340

4,013,237

476

1,072,340

4,013,713

5,086,053

601,981

2017

40 Years

Statesville, NC

287,467

867,849

287,467

867,849

1,155,316

126,557

2017

40 Years

Jacksonville, NC

308,321

875,652

31,340

308,321

906,992

1,215,313

128,507

2017

40 Years

Minot, ND

928,796

1,619,726

928,796

1,619,726

2,548,522

226,029

2017

40 Years

Grandview Heights, OH

1,276,870

8,557,690

(20,518)

1,276,870

8,537,172

9,814,042

1,192,987

2017

40 Years

Hilliard, OH

1,001,228

1,001,228

1,001,228

2017

Edmond, OK

1,063,243

3,816,155

9,878

1,063,243

3,826,033

4,889,276

493,908

2017

40 Years

Oklahoma City, OK

868,648

1,820,174

7,835

868,648

1,828,009

2,696,657

244,122

2017

40 Years

Erie, PA

425,267

1,284,883

425,267

1,284,883

1,710,150

171,185

2017

40 Years

Pittsburgh, PA

692,454

2,509,358

692,454

2,509,358

3,201,812

344,860

2017

40 Years

Sumter, SC

132,204

1,095,478

132,204

1,095,478

1,227,682

152,885

2017

40 Years

Chattanooga, TN

2,089,237

3,595,808

195

2,089,237

3,596,003

5,685,240

456,989

2017

40 Years

Etowah, TN

74,057

862,436

78,324

74,057

940,760

1,014,817

130,721

2017

40 Years

Memphis, TN

1,661,764

3,874,356

15,300

1,661,764

3,889,656

5,551,420

565,318

2017

40 Years

Alamo, TX

104,878

821,355

13,274

104,878

834,629

939,507

104,246

2017

40 Years

Andrews, TX

172,373

817,252

(292)

172,373

816,960

989,333

117,443

2017

40 Years

Arlington, TX

497,852

1,601,007

1,783

497,852

1,602,790

2,100,642

223,647

2017

40 Years

Canyon Lake, TX

382,522

1,026,179

(281)

382,522

1,025,898

1,408,420

128,239

2017

40 Years

Corpus Christi, TX

185,375

1,413,298

185,375

1,413,298

1,598,673

197,122

2017

40 Years

Fort Stockton, TX

185,474

1,186,339

185,474

1,186,339

1,371,813

165,563

2017

40 Years

Fort Worth, TX

1,016,587

4,622,507

257,308

1,016,587

4,879,815

5,896,402

653,807

2017

40 Years

Lufkin, TX

1,497,171

4,948,906

20,434

1,497,171

4,969,340

6,466,511

712,576

2017

40 Years

Newport News, VA

2,458,053

5,390,475

758,009

2,458,053

6,148,484

8,606,537

944,499

2017

40 Years

Appleton, WI

417,249

1,525,582

9,779

417,249

1,535,361

1,952,610

210,320

2017

40 Years

Onalaska, WI

821,084

2,651,772

821,084

2,651,772

3,472,856

370,089

2017

40 Years

Athens, AL

253,858

1,204,570

253,858

1,204,570

1,458,428

120,457

2018

40 Years

Birmingham, AL

1,635,912

2,739,834

1,635,912

2,739,834

4,375,746

325,329

2018

40 Years

Boaz, AL

379,197

898,689

379,197

898,689

1,277,886

106,635

2018

40 Years

F-43

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Roanoke, AL

110,924

938,451

110,924

938,451

1,049,375

99,786

2018

40 Years

Selma, AL

206,831

1,790,939

(24,494)

206,831

1,766,445

1,973,276

177,257

2018

40 Years

Maricopa, AZ

2,166,955

9,505,724

14,600

2,166,955

9,520,324

11,687,279

971,512

2018

40 Years

Parker, AZ

322,510

1,159,624

1,163

322,510

1,160,787

1,483,297

132,916

2018

40 Years

St. Michaels, AZ

127,874

1,043,962

12,012

127,874

1,055,974

1,183,848

111,482

2018

40 Years

Little Rock, AR

390,921

856,987

390,921

856,987

1,247,908

85,699

2018

40 Years

Grand Junction, CO

835,792

1,915,976

835,792

1,915,976

2,751,768

191,598

2018

40 Years

Brookfield, CT

343,489

835,106

343,489

835,106

1,178,595

83,511

2018

40 Years

Manchester, CT

316,847

558,659

316,847

558,659

875,506

55,866

2018

40 Years

Waterbury, CT

663,667

607,457

663,667

607,457

1,271,124

60,746

2018

40 Years

Apopka, FL

587,585

2,363,721

73,672

587,585

2,437,393

3,024,978

243,257

2018

40 Years

Cape Coral, FL

554,721

1,009,404

554,721

1,009,404

1,564,125

100,940

2018

40 Years

Crystal River, FL

369,723

1,015,324

369,723

1,015,324

1,385,047

124,790

2018

40 Years

DeFuniak Springs, FL

226,898

835,016

(18,770)

200,998

842,146

1,043,144

87,649

2018

40 Years

Eustis, FL

649,394

1,580,694

649,394

1,580,694

2,230,088

158,069

2018

40 Years

Hollywood, FL

895,783

947,204

895,783

947,204

1,842,987

94,720

2018

40 Years

Homestead, FL

650,821

948,265

650,821

948,265

1,599,086

94,826

2018

40 Years

Jacksonville, FL

827,799

1,554,516

827,799

1,554,516

2,382,315

155,452

2018

40 Years

Marianna, FL

257,760

886,801

257,760

886,801

1,144,561

88,680

2018

40 Years

Melbourne, FL

497,607

1,549,974

497,607

1,549,974

2,047,581

154,997

2018

40 Years

Merritt Island, FL

598,790

988,114

598,790

988,114

1,586,904

104,987

2018

40 Years

St. Petersburg, FL

958,547

902,502

958,547

902,502

1,861,049

99,595

2018

40 Years

Tampa, FL

488,002

1,209,902

488,002

1,209,902

1,697,904

133,593

2018

40 Years

Tampa, FL

703,273

1,283,951

703,273

1,283,951

1,987,224

128,925

2018

40 Years

Titusville, FL

137,421

1,017,394

12,059

137,421

1,029,453

1,166,874

102,870

2018

40 Years

Winter Haven, FL

832,247

1,433,449

832,247

1,433,449

2,265,696

143,345

2018

40 Years

Albany, GA

448,253

1,462,641

6,023

448,253

1,468,664

1,916,917

146,825

2018

40 Years

Austell, GA

1,162,782

7,462,351

1,162,782

7,462,351

8,625,133

870,608

2018

40 Years

Conyers, GA

330,549

941,133

330,549

941,133

1,271,682

94,113

2018

40 Years

Covington, GA

744,321

1,235,171

(43,000)

744,321

1,192,171

1,936,492

122,865

2018

40 Years

Doraville, GA

1,991,031

291,663

230,740

1,991,031

522,403

2,513,434

36,228

2018

40 Years

Douglasville, GA

519,420

1,492,529

519,420

1,492,529

2,011,949

149,253

2018

40 Years

Lilburn, GA

304,597

1,206,785

304,597

1,206,785

1,511,382

120,679

2018

40 Years

Marietta, GA

1,257,433

1,563,755

1,257,433

1,563,755

2,821,188

188,889

2018

40 Years

Marietta, GA

447,582

832,782

447,582

832,782

1,280,364

83,278

2018

40 Years

Pooler, GA

989,819

1,220,271

734

989,819

1,221,005

2,210,824

137,345

2018

40 Years

Riverdale, GA

474,072

879,835

(3,750)

470,322

879,835

1,350,157

87,983

2018

40 Years

Savannah, GA

944,815

2,997,426

14,050

944,815

3,011,476

3,956,291

301,046

2018

40 Years

Statesboro, GA

681,381

1,592,291

1,786

681,381

1,594,077

2,275,458

169,348

2018

40 Years

Union City, GA

97,528

1,036,165

97,528

1,036,165

1,133,693

103,617

2018

40 Years

Nampa, ID

496,676

5,163,257

37,265

496,676

5,200,522

5,697,198

573,512

2018

40 Years

Aurora, IL

174,456

862,599

174,456

862,599

1,037,055

86,260

2018

40 Years

Bloomington, IL

1,408,067

986,931

678

1,408,067

987,609

2,395,676

115,201

2018

40 Years

Carlinville, IL

208,519

1,113,537

1,162

208,519

1,114,699

1,323,218

127,635

2018

40 Years

Centralia, IL

277,527

351,547

277,527

351,547

629,074

35,155

2018

40 Years

Chicago, IL

1,569,578

632,848

1,569,578

632,848

2,202,426

77,759

2018

40 Years

Flora, IL

232,155

1,121,688

4,087

232,155

1,125,775

1,357,930

114,889

2018

40 Years

Gurnee, IL

1,341,679

951,320

1,341,679

951,320

2,292,999

112,953

2018

40 Years

Lake Zurich, IL

290,272

857,467

19,450

290,272

876,917

1,167,189

90,127

2018

40 Years

Macomb, IL

85,753

661,375

85,753

661,375

747,128

66,137

2018

40 Years

Morris, IL

331,622

1,842,994

3,880

331,622

1,846,874

2,178,496

196,182

2018

40 Years

Newton, IL

510,192

1,069,075

2,500

510,192

1,071,575

1,581,767

116,051

2018

40 Years

Northlake, IL

353,337

564,677

4,343

353,337

569,020

922,357

58,930

2018

40 Years

Rockford, IL

270,180

708,041

270,180

708,041

978,221

87,022

2018

40 Years

Greenwood, IN

1,586,786

1,232,818

1,162

1,586,786

1,233,980

2,820,766

141,303

2018

40 Years

Hammond, IN

230,142

230,142

230,142

2018

Indianapolis, IN

132,291

311,647

132,291

311,647

443,938

31,165

2018

40 Years

Mishawaka, IN

1,263,680

4,106,900

1,263,680

4,106,900

5,370,580

436,358

2018

40 Years

South Bend, IN

420,571

2,772,376

420,571

2,772,376

3,192,947

340,725

2018

40 Years

Warsaw, IN

583,174

1,118,270

58,246

583,174

1,176,516

1,759,690

142,289

2018

40 Years

Ackley, IA

202,968

896,444

202,968

896,444

1,099,412

108,237

2018

40 Years

Ottumwa, IA

227,562

5,794,123

227,562

5,794,123

6,021,685

712,172

2018

40 Years

Riceville, IA

154,294

742,421

154,294

742,421

896,715

89,604

2018

40 Years

Riverside, IA

579,935

1,594,085

579,935

1,594,085

2,174,020

179,335

2018

40 Years

Urbandale, IA

68,172

2,938,611

(85,150)

593,022

2,328,611

2,921,633

331,674

2018

40 Years

Overland Park, KS

1,053,287

6,141,649

219

1,053,287

6,141,868

7,195,155

652,569

2018

40 Years

Ekron, KY

95,655

802,880

95,655

802,880

898,535

90,324

2018

40 Years

Florence, KY

601,820

1,054,572

601,820

1,054,572

1,656,392

105,457

2018

40 Years

Chalmette, LA

290,396

1,297,684

290,396

1,297,684

1,588,080

129,768

2018

40 Years

Donaldsonville, LA

542,118

2,418,183

31,277

542,118

2,449,460

2,991,578

268,445

2018

40 Years

Franklinton, LA

193,192

925,598

193,192

925,598

1,118,790

98,345

2018

40 Years

Franklinton, LA

242,651

2,462,533

242,651

2,462,533

2,705,184

271,905

2018

40 Years

Franklinton, LA

396,560

1,122,737

396,560

1,122,737

1,519,297

119,291

2018

40 Years

F-44

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Franklinton, LA

163,258

747,944

163,258

747,944

911,202

79,469

2018

40 Years

Harvey, LA

728,822

1,468,688

728,822

1,468,688

2,197,510

174,335

2018

40 Years

Jena, LA

772,878

2,392,129

2,040

774,918

2,392,129

3,167,047

264,131

2018

40 Years

Jennings, LA

128,158

2,329,137

150,189

128,158

2,479,326

2,607,484

269,690

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

80,598

2018

40 Years

Rayville, LA

310,034

2,365,203

310,034

2,365,203

2,675,237

261,158

2018

40 Years

Roseland, LA

307,331

872,252

307,331

872,252

1,179,583

92,677

2018

40 Years

Talisheek, LA

150,802

1,031,214

41,717

150,802

1,072,931

1,223,733

113,477

2018

40 Years

Baltimore, MD

699,157

651,927

699,157

651,927

1,351,084

65,193

2018

40 Years

Salisbury, MD

305,215

1,193,870

305,215

1,193,870

1,499,085

119,387

2018

40 Years

Springfield, MA

153,428

826,741

153,428

826,741

980,169

82,674

2018

40 Years

Ann Arbor, MI

735,859

2,489,707

735,859

2,489,707

3,225,566

305,980

2018

40 Years

Belleville, MI

598,203

3,970,176

598,203

3,970,176

4,568,379

487,909

2018

40 Years

Grand Blanc, MI

1,589,886

3,738,477

1,589,886

3,738,477

5,328,363

459,443

2018

40 Years

Jackson, MI

1,451,971

2,548,436

1,451,971

2,548,436

4,000,407

313,187

2018

40 Years

Kentwood, MI

939,481

3,438,259

939,481

3,438,259

4,377,740

422,555

2018

40 Years

Lake Orion, MI

1,172,982

2,349,762

1,172,982

2,349,762

3,522,744

288,773

2018

40 Years

Onaway, MI

17,557

935,308

17,557

935,308

952,865

107,171

2018

40 Years

Champlin, MN

307,271

1,602,196

18,429

307,271

1,620,625

1,927,896

161,947

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

61,355

2018

40 Years

Bay St. Louis, MS

547,498

2,080,989

547,498

2,080,989

2,628,487

229,776

2018

40 Years

Corinth, MS

504,885

4,540,022

129,132

504,885

4,669,154

5,174,039

570,953

2018

40 Years

Forest, MS

189,817

1,340,848

189,817

1,340,848

1,530,665

148,052

2018

40 Years

Southaven, MS

150,931

826,123

150,931

826,123

977,054

82,612

2018

40 Years

Waynesboro, MS

243,835

1,205,383

243,835

1,205,383

1,449,218

133,094

2018

40 Years

Blue Springs, MO

431,698

1,704,870

431,698

1,704,870

2,136,568

191,795

2018

40 Years

Florissant, MO

733,592

1,961,094

(14,149)

733,592

1,946,945

2,680,537

194,783

2018

40 Years

Joplin, MO

789,880

384,638

789,880

384,638

1,174,518

47,268

2018

40 Years

Liberty, MO

308,470

2,750,231

308,470

2,750,231

3,058,701

326,481

2018

40 Years

Neosho, MO

687,812

1,115,054

687,812

1,115,054

1,802,866

125,444

2018

40 Years

Springfield, MO

1,311,497

5,462,972

1,311,497

5,462,972

6,774,469

682,845

2018

40 Years

St. Peters, MO

1,205,257

1,760,658

1,205,257

1,760,658

2,965,915

176,066

2018

40 Years

Webb City, MO

1,324,146

1,501,744

1,324,146

1,501,744

2,825,890

184,578

2018

40 Years

Nashua, NH

3,635,953

2,720,644

4,240

3,635,953

2,724,884

6,360,837

335,268

2018

40 Years

Forked River, NJ

4,227,966

3,991,690

(81,552)

4,227,966

3,910,138

8,138,104

411,725

2018

40 Years

Forked River, NJ

3,505,805

(2,766,838)

3,193,972

3,505,805

427,134

3,932,939

44,462

2018

40 Years

Forked River, NJ

1,128,858

1,396,960

1,128,858

1,396,960

2,525,818

145,517

2018

40 Years

Forked River, NJ

1,682,284

3,527,964

(3,432,691)

1,682,284

95,273

1,777,557

12,466

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

437,116

2018

40 Years

Bernalillo, NM

899,770

2,037,465

(78,875)

820,895

2,037,465

2,858,360

251,720

2018

40 Years

Farmington, NM

4,428,998

4,428,998

4,428,998

2018

Canandaigua, NY

154,996

1,352,174

156

154,996

1,352,330

1,507,326

146,470

2018

40 Years

Catskill, NY

80,524

1,097,609

156

80,524

1,097,765

1,178,289

118,892

2018

40 Years

Clifton Park, NY

925,613

1,858,613

7,421

925,613

1,866,034

2,791,647

186,557

2018

40 Years

Elmira, NY

43,388

947,627

43,388

947,627

991,015

94,763

2018

40 Years

Geneseo, NY

264,795

1,328,115

156

264,795

1,328,271

1,593,066

143,883

2018

40 Years

Greece, NY

182,916

1,254,678

156

182,916

1,254,834

1,437,750

135,908

2018

40 Years

Hamburg, NY

520,599

2,039,602

520,599

2,039,602

2,560,201

203,960

2018

40 Years

Latham, NY

373,318

764,382

373,318

764,382

1,137,700

76,438

2018

40 Years

N. Syracuse, NY

165,417

452,510

10,034

165,417

462,544

627,961

45,941

2018

40 Years

Niagara Falls, NY

392,301

1,022,745

392,301

1,022,745

1,415,046

102,274

2018

40 Years

Rochester, NY

100,136

895,792

100,136

895,792

995,928

97,044

2018

40 Years

Rochester, NY

575,463

772,555

575,463

772,555

1,348,018

77,256

2018

40 Years

Rochester, NY

375,721

881,257

375,721

881,257

1,256,978

88,126

2018

40 Years

Schenectady, NY

74,387

1,279,967

8,540

74,387

1,288,507

1,362,894

139,434

2018

40 Years

Schenectady, NY

453,006

726,404

453,006

726,404

1,179,410

72,640

2018

40 Years

Syracuse, NY

339,207

918,302

339,207

918,302

1,257,509

91,830

2018

40 Years

Syracuse, NY

607,053

259,331

607,053

259,331

866,384

25,933

2018

40 Years

Tonawanda, NY

94,443

727,373

156

94,443

727,529

821,972

78,783

2018

40 Years

Tonawanda, NY

131,021

576,915

131,021

576,915

707,936

57,692

2018

40 Years

W. Seneca, NY

98,194

737,592

98,194

737,592

835,786

73,759

2018

40 Years

Williamsville, NY

705,842

488,800

705,842

488,800

1,194,642

48,880

2018

40 Years

Charlotte, NC

287,732

518,005

287,732

518,005

805,737

51,801

2018

40 Years

Concord, NC

526,102

1,955,989

8,699

526,102

1,964,688

2,490,790

200,489

2018

40 Years

Durham, NC

1,787,380

848,986

1,787,380

848,986

2,636,366

84,899

2018

40 Years

Fayetteville, NC

108,898

1,769,274

108,898

1,769,274

1,878,172

176,927

2018

40 Years

Greensboro, NC

402,957

1,351,015

402,957

1,351,015

1,753,972

135,101

2018

40 Years

Greenville, NC

541,233

1,403,441

541,233

1,403,441

1,944,674

140,344

2018

40 Years

High Point, NC

252,336

1,024,696

252,336

1,024,696

1,277,032

102,470

2018

40 Years

Kernersville, NC

270,581

966,807

270,581

966,807

1,237,388

96,681

2018

40 Years

F-45

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Pineville, NC

1,390,592

6,390,201

1,390,592

6,390,201

7,780,793

692,249

2018

40 Years

Rockingham, NC

245,976

955,579

245,976

955,579

1,201,555

107,503

2018

40 Years

Salisbury, NC

572,085

700,288

572,085

700,288

1,272,373

70,029

2018

40 Years

Zebulon, NC

160,107

1,077

36

161,220

161,220

2018

Akron, OH

445,299

445,299

445,299

2018

Bellevue, OH

272,308

1,127,365

62,975

272,308

1,190,340

1,462,648

135,519

2018

40 Years

Canton, OH

981,941

1,076,113

981,941

1,076,113

2,058,054

107,611

2018

40 Years

Columbus, OH

542,161

1,088,316

542,161

1,088,316

1,630,477

108,832

2018

40 Years

Fairview Park, OH

338,732

400,013

338,732

400,013

738,745

40,001

2018

40 Years

Franklin, OH

5,405,718

5,405,718

5,405,718

2018

Middletown, OH

311,389

1,451,469

1,163

311,389

1,452,632

1,764,021

166,340

2018

40 Years

Niles, OH

334,783

798,136

334,783

798,136

1,132,919

79,814

2018

40 Years

North Olmsted, OH

544,903

810,840

34,500

544,903

845,340

1,390,243

99,124

2018

40 Years

Warren, OH

208,710

601,092

208,710

601,092

809,802

60,109

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

98,943

2018

40 Years

Broken Arrow, OK

919,176

1,276,754

1,778

919,176

1,278,532

2,197,708

143,790

2018

40 Years

Chickasha, OK

230,000

2,881,525

230,000

2,881,525

3,111,525

312,165

2018

40 Years

Coweta, OK

282,468

803,762

282,468

803,762

1,086,230

90,423

2018

40 Years

Midwest City, OK

755,192

5,687,280

5,851

755,192

5,693,131

6,448,323

604,938

2018

40 Years

Oklahoma City, OK

1,104,085

1,874,359

26,803

1,104,085

1,901,162

3,005,247

192,265

2018

40 Years

Shawnee, OK

409,190

957,557

409,190

957,557

1,366,747

95,756

2018

40 Years

Wright City, OK

38,302

1,010,645

(1,300)

38,302

1,009,345

1,047,647

107,078

2018

40 Years

Hillsboro, OR

4,632,369

7,656,179

4,632,369

7,656,179

12,288,548

893,221

2018

40 Years

Carlisle, PA

340,349

643,498

340,349

643,498

983,847

64,350

2018

40 Years

Erie, PA

58,279

833,933

58,279

833,933

892,212

83,393

2018

40 Years

Johnstown, PA

1,030,667

8,829

1,039,496

1,039,496

2018

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

21,808

2018

40 Years

Philadelphia, PA

127,690

122,516

127,690

122,516

250,206

12,252

2018

40 Years

Pittsburgh, PA

927,083

5,126,243

25,347

927,083

5,151,590

6,078,673

534,292

2018

40 Years

Pittsburgh, PA

1,397,965

1,810

1,399,775

1,399,775

2018

Upper Darby, PA

861,339

85,966

37,671

861,339

123,637

984,976

15,278

2018

40 Years

Wysox, PA

1,668,272

1,699,343

24,395

1,668,272

1,723,738

3,392,010

182,995

2018

40 Years

Richmond, RI

1,293,932

7,477,281

689,597

1,293,932

8,166,878

9,460,810

986,991

2018

40 Years

Warwick, RI

687,454

2,108,256

687,454

2,108,256

2,795,710

210,826

2018

40 Years

Greenville, SC

628,081

1,451,481

628,081

1,451,481

2,079,562

145,148

2018

40 Years

Lake City, SC

57,911

932,874

869

57,911

933,743

991,654

95,312

2018

40 Years

Manning, SC

245,546

989,236

146

245,546

989,382

1,234,928

107,164

2018

40 Years

Mt. Pleasant, SC

555,387

1,042,804

555,387

1,042,804

1,598,191

104,280

2018

40 Years

Myrtle Beach, SC

254,334

149,107

254,334

149,107

403,441

14,911

2018

40 Years

Spartanburg, SC

709,338

1,618,382

709,338

1,618,382

2,327,720

161,838

2018

40 Years

Sumter, SC

521,299

809,466

521,299

809,466

1,330,765

80,947

2018

40 Years

Walterboro, SC

207,130

827,775

207,130

827,775

1,034,905

93,122

2018

40 Years

Chattanooga, TN

1,179,566

1,236,591

1,179,566

1,236,591

2,416,157

123,659

2018

40 Years

Johnson City, TN

181,117

1,232,151

181,117

1,232,151

1,413,268

123,215

2018

40 Years

Beaumont, TX

936,389

2,725,502

21,662

936,389

2,747,164

3,683,553

274,581

2018

40 Years

Donna, TX

962,302

1,620,925

962,302

1,620,925

2,583,227

175,566

2018

40 Years

Fairfield, TX

125,098

970,816

125,098

970,816

1,095,914

101,127

2018

40 Years

Groves, TX

596,586

2,250,794

596,586

2,250,794

2,847,380

225,079

2018

40 Years

Humble, TX

173,885

867,347

173,885

867,347

1,041,232

86,735

2018

40 Years

Jacksboro, TX

119,147

1,036,482

119,147

1,036,482

1,155,629

107,967

2018

40 Years

Kemah, TX

2,324,774

2,835,597

(44,661)

2,324,774

2,790,936

5,115,710

297,908

2018

40 Years

Lamesa, TX

66,019

1,493,146

66,019

1,493,146

1,559,165

174,194

2018

40 Years

Live Oak, TX

371,174

1,880,746

371,174

1,880,746

2,251,920

211,582

2018

40 Years

Lufkin, TX

382,643

1,054,911

382,643

1,054,911

1,437,554

105,491

2018

40 Years

Plano, TX

452,721

822,683

452,721

822,683

1,275,404

82,268

2018

40 Years

Port Arthur, TX

512,094

721,936

512,094

721,936

1,234,030

72,194

2018

40 Years

Porter, TX

524,532

1,683,767

566

524,532

1,684,333

2,208,865

178,953

2018

40 Years

Tomball, TX

1,336,029

1,849,554

1,336,029

1,849,554

3,185,583

208,071

2018

40 Years

Universal City, TX

380,788

1,496,318

380,788

1,496,318

1,877,106

149,632

2018

40 Years

Waxahachie, TX

388,138

792,125

388,138

792,125

1,180,263

79,212

2018

40 Years

Willis, TX

406,466

925,047

7,287

406,466

932,334

1,338,800

98,966

2018

40 Years

Logan, UT

914,515

2,774,985

914,515

2,774,985

3,689,500

300,623

2018

40 Years

Christiansburg, VA

520,538

661,780

520,538

661,780

1,182,318

66,178

2018

40 Years

Fredericksburg, VA

452,911

1,076,589

452,911

1,076,589

1,529,500

107,659

2018

40 Years

Glen Allen, VA

1,112,948

837,542

11,280

1,112,948

848,822

1,961,770

99,644

2018

40 Years

Hampton, VA

353,242

514,898

353,242

514,898

868,140

51,490

2018

40 Years

Louisa, VA

538,246

2,179,541

538,246

2,179,541

2,717,787

233,458

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

115,459

2018

40 Years

Virginia Beach, VA

271,176

3,308,434

271,176

3,308,434

3,579,610

330,843

2018

40 Years

Everett, WA

414,899

811,710

414,899

811,710

1,226,609

81,171

2018

40 Years

F-46

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Bluefield, WV

287,740

947,287

12,404

287,740

959,691

1,247,431

116,980

2018

40 Years

Green Bay, WI

817,143

1,383,440

817,143

1,383,440

2,200,583

138,344

2018

40 Years

La Crosse, WI

175,551

1,145,438

175,551

1,145,438

1,320,989

114,544

2018

40 Years

Madison, WI

2,475,815

4,249,537

(30,000)

2,475,815

4,219,537

6,695,352

444,513

2018

40 Years

Mt. Pleasant, WI

208,806

1,173,275

(600)

208,206

1,173,275

1,381,481

117,327

2018

40 Years

Schofield, WI

533,503

1,071,930

533,503

1,071,930

1,605,433

107,193

2018

40 Years

Sheboygan, WI

331,692

929,092

331,692

929,092

1,260,784

92,909

2018

40 Years

Athens, AL

338,789

1,119,459

(2,717)

338,789

1,116,742

1,455,531

95,468

2019

40 Years

Attalla, AL

289,473

928,717

289,473

928,717

1,218,190

79,328

2019

40 Years

Birmingham, AL

1,400,530

859,880

9,278

1,400,530

869,158

2,269,688

68,394

2019

40 Years

Blountsville, AL

262,412

816,070

19,389

262,412

835,459

1,097,871

69,726

2019

40 Years

Coffeeville, AL

129,263

864,122

129,263

864,122

993,385

73,810

2019

40 Years

Phenix, AL

292,234

1,280,705

292,234

1,280,705

1,572,939

122,734

2019

40 Years

Silas, AL

383,742

1,351,195

383,742

1,351,195

1,734,937

115,405

2019

40 Years

Tuba City, AZ

138,006

1,253,376

531

138,006

1,253,907

1,391,913

101,789

2019

40 Years

Searcy, AR

851,561

5,582,069

71,485

851,561

5,653,554

6,505,115

541,585

2019

40 Years

Sheridan, AR

124,667

1,070,754

124,667

1,070,754

1,195,421

91,327

2019

40 Years

Trumann, AR

170,957

1,064,039

170,957

1,064,039

1,234,996

90,753

2019

40 Years

Visalia, CA

2,552,353

6,994,518

284

2,552,353

6,994,802

9,547,155

626,609

2019

40 Years

Lakewood, CO

3,021,260

6,125,185

57,272

3,021,260

6,182,457

9,203,717

461,196

2019

40 Years

Rifle, CO

4,427,019

1,599,591

4,427,019

1,599,591

6,026,610

143,188

2019

40 Years

Danbury, CT

1,095,933

1,095,933

1,095,933

2019

Greenwich, CT

16,350,193

3,076,568

6,540

16,350,193

3,083,108

19,433,301

278,851

2019

40 Years

Orange, CT

6,881,022

10,519,218

38,848

6,881,022

10,558,066

17,439,088

855,853

2019

40 Years

Torrington, CT

195,171

1,541,214

26,976

195,171

1,568,190

1,763,361

120,026

2019

40 Years

Bear, DE

743,604

657

744,261

744,261

2019

Wilmington, DE

2,501,623

2,784,576

2,501,623

2,784,576

5,286,199

260,889

2019

40 Years

Apopka, FL

646,629

1,215,458

10,730

646,629

1,226,188

1,872,817

122,619

2019

40 Years

Clearwater, FL

497,216

1,027,192

497,216

1,027,192

1,524,408

96,132

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

83,910

2019

40 Years

Merritt Island, FL

746,846

1,805,756

746,846

1,805,756

2,552,602

150,480

2019

40 Years

Orlando, FL

751,265

2,089,523

751,265

2,089,523

2,840,788

194,478

2019

40 Years

Poinciana, FL

608,450

1,073,714

608,450

1,073,714

1,682,164

85,002

2019

40 Years

Sanford, FL

2,791,684

4,763,063

20,323

2,791,684

4,783,386

7,575,070

398,185

2019

40 Years

Tavares, FL

736,113

1,849,694

736,113

1,849,694

2,585,807

173,414

2019

40 Years

Wauchula, FL

333,236

1,156,806

333,236

1,156,806

1,490,042

115,681

2019

40 Years

West Palm Beach, FL

2,484,935

2,344,077

2,484,935

2,344,077

4,829,012

195,268

2019

40 Years

Brunswick, GA

186,767

1,615,510

1,900

186,767

1,617,410

1,804,177

151,293

2019

40 Years

Columbus, GA

336,125

2,497,365

32,240

336,125

2,529,605

2,865,730

199,925

2019

40 Years

Conyers, GA

714,666

2,137,506

714,666

2,137,506

2,852,172

186,917

2019

40 Years

Dacula, GA

1,280,484

1,716,312

1,280,484

1,716,312

2,996,796

164,420

2019

40 Years

Marietta, GA

390,416

1,441,936

390,416

1,441,936

1,832,352

135,004

2019

40 Years

Tucker, GA

374,268

1,652,522

374,268

1,652,522

2,026,790

158,307

2019

40 Years

Chubbuck, ID

1,067,983

5,880,828

1,067,983

5,880,828

6,948,811

575,829

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

161,943

2019

40 Years

Edwardsville, IL

449,741

1,202,041

449,741

1,202,041

1,651,782

112,563

2019

40 Years

Elk Grove Village, IL

394,567

1,395,659

22,896

394,567

1,418,555

1,813,122

117,730

2019

40 Years

Evergreen Park, IL

5,687,045

18,880,969

5,687,045

18,880,969

24,568,014

1,573,143

2019

40 Years

Freeport, IL

92,295

1,537,120

92,295

1,537,120

1,629,415

124,824

2019

40 Years

Geneva, IL

644,434

1,213,859

644,434

1,213,859

1,858,293

111,270

2019

40 Years

Greenville, IL

135,642

1,026,006

135,642

1,026,006

1,161,648

79,088

2019

40 Years

Murphysboro, IL

176,281

988,808

176,281

988,808

1,165,089

86,378

2019

40 Years

Rockford, IL

814,666

1,719,410

814,666

1,719,410

2,534,076

139,635

2019

40 Years

Round Lake, IL

325,722

2,669,132

5,756

325,722

2,674,888

3,000,610

202,281

2019

40 Years

Fishers, IN

429,857

621,742

429,857

621,742

1,051,599

59,563

2019

40 Years

Gas City, IN

504,378

1,341,890

504,378

1,341,890

1,846,268

131,393

2019

40 Years

Hammond, IN

149,230

1,002,706

149,230

1,002,706

1,151,936

85,648

2019

40 Years

Kokomo, IN

716,631

1,143,537

716,631

1,143,537

1,860,168

107,099

2019

40 Years

Marion, IN

140,507

898,097

27,530

140,507

925,627

1,066,134

69,242

2019

40 Years

Westfield, IN

594,597

1,260,563

26,425

594,597

1,286,988

1,881,585

121,465

2019

40 Years

Waterloo, IA

369,497

1,265,450

369,497

1,265,450

1,634,947

105,382

2019

40 Years

Concordia, KS

150,440

1,144,639

26,864

150,440

1,171,503

1,321,943

87,616

2019

40 Years

Parsons, KS

203,953

1,073,554

203,953

1,073,554

1,277,507

102,762

2019

40 Years

Pratt, KS

245,375

1,293,871

245,375

1,293,871

1,539,246

107,823

2019

40 Years

Wellington, KS

95,197

1,090,333

95,197

1,090,333

1,185,530

88,523

2019

40 Years

Wichita, KS

1,257,608

5,700,299

355

1,257,608

5,700,654

6,958,262

522,417

2019

40 Years

Crestwood, KY

670,021

1,096,031

9,668

670,021

1,105,699

1,775,720

82,867

2019

40 Years

Georgetown, KY

257,839

3,025,734

266,479

257,839

3,292,213

3,550,052

261,951

2019

40 Years

Grayson, KY

241,857

1,155,603

241,857

1,155,603

1,397,460

96,300

2019

40 Years

Henderson, KY

146,676

958,794

146,676

958,794

1,105,470

73,907

2019

40 Years

Leitchfield, KY

303,830

1,062,711

303,830

1,062,711

1,366,541

79,703

2019

40 Years

F-47

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Kentwood, LA

327,392

638,214

20,612

327,392

658,826

986,218

64,553

2019

40 Years

Lake Charles, LA

565,778

890,034

(110,745)

750,569

594,498

1,345,067

28,822

2019

40 Years

Bowie, MD

2,840,009

4,474,364

2,840,009

4,474,364

7,314,373

391,396

2019

40 Years

Eldersburg, MD

563,227

1,855,987

520

563,227

1,856,507

2,419,734

150,738

2019

40 Years

Brockton, MA

3,254,807

8,504,236

105,278

3,254,807

8,609,514

11,864,321

643,068

2019

40 Years

Ipswich, MA

467,109

967,282

467,109

967,282

1,434,391

84,542

2019

40 Years

Ipswich, MA

2,606,990

3,414,474

2,606,990

3,414,474

6,021,464

298,755

2019

40 Years

Adrian, MI

459,814

1,562,895

38,710

459,814

1,601,605

2,061,419

145,846

2019

40 Years

Allegan, MI

184,466

1,239,762

184,466

1,239,762

1,424,228

108,479

2019

40 Years

Bloomfield Hills, MI

1,160,912

4,181,635

1,543,046

1,160,912

5,724,681

6,885,593

440,221

2019

40 Years

Caro, MI

183,318

1,328,630

183,318

1,328,630

1,511,948

107,905

2019

40 Years

Clare, MI

153,379

1,412,383

11,127

153,379

1,423,510

1,576,889

109,629

2019

40 Years

Cooks, MI

304,340

1,109,838

9,630

304,340

1,119,468

1,423,808

83,900

2019

40 Years

Crystal Falls, MI

62,462

757,276

62,462

757,276

819,738

64,684

2019

40 Years

Harrison, MI

59,984

900,901

(25,895)

59,984

875,006

934,990

65,794

2019

40 Years

Jackson, MI

524,446

1,265,119

524,446

1,265,119

1,789,565

100,155

2019

40 Years

Monroe, MI

501,688

2,651,440

501,688

2,651,440

3,153,128

248,374

2019

40 Years

Plymouth, MI

580,459

1,043,474

47,200

580,459

1,090,674

1,671,133

101,759

2019

40 Years

Spalding, MI

86,973

842,434

86,973

842,434

929,407

71,958

2019

40 Years

Walker, MI

4,821,073

15,814,475

17,091

4,821,073

15,831,566

20,652,639

1,253,142

2019

40 Years

Lakeville, MN

1,774,051

6,386,118

114,634

1,774,051

6,500,752

8,274,803

570,831

2019

40 Years

Longville, MN

30,748

836,277

30,748

836,277

867,025

71,432

2019

40 Years

Waite Park, MN

142,863

1,064,736

142,863

1,064,736

1,207,599

99,532

2019

40 Years

Bolton, MS

172,890

831,005

172,890

831,005

1,003,895

70,982

2019

40 Years

Bruce, MS

189,929

896,080

189,929

896,080

1,086,009

83,947

2019

40 Years

Columbus, MS

123,385

898,226

123,385

898,226

1,021,611

84,149

2019

40 Years

Flowood, MS

638,891

1,308,566

638,891

1,308,566

1,947,457

106,264

2019

40 Years

Houston, MS

170,449

913,763

170,449

913,763

1,084,212

85,605

2019

40 Years

Jackson, MS

393,954

1,169,374

393,954

1,169,374

1,563,328

94,959

2019

40 Years

Michigan City, MS

336,323

963,447

336,323

963,447

1,299,770

90,263

2019

40 Years

Pontotoc, MS

174,112

924,043

174,112

924,043

1,098,155

82,779

2019

40 Years

Tutwiler, MS

152,108

844,300

152,108

844,300

996,408

72,117

2019

40 Years

Fair Play, MO

56,563

642,856

56,563

642,856

699,419

54,911

2019

40 Years

Florissant, MO

1,394,072

2,210,514

1,394,072

2,210,514

3,604,586

207,173

2019

40 Years

Florissant, MO

1,647,163

2,256,716

1,647,163

2,256,716

3,903,879

206,866

2019

40 Years

Grovespring, MO

207,974

823,419

207,974

823,419

1,031,393

70,334

2019

40 Years

Hermitage, MO

98,531

833,177

2,600

98,531

835,777

934,308

71,346

2019

40 Years

Madison, MO

199,972

844,901

199,972

844,901

1,044,873

72,169

2019

40 Years

Oak Grove, MO

275,293

1,000,150

275,293

1,000,150

1,275,443

87,513

2019

40 Years

Salem, MO

153,713

1,085,494

153,713

1,085,494

1,239,207

88,130

2019

40 Years

South Fork, MO

345,053

1,087,384

345,053

1,087,384

1,432,437

92,881

2019

40 Years

St. Louis, MO

743,673

3,387,981

743,673

3,387,981

4,131,654

261,157

2019

40 Years

Manchester, HN

1,486,550

2,419,269

12,678

1,486,550

2,431,947

3,918,497

192,793

2019

40 Years

Nashua, NH

808,886

2,020,221

278

808,886

2,020,499

2,829,385

159,953

2019

40 Years

Lanoka Harbor, NJ

1,355,335

1,052,415

1,355,335

1,052,415

2,407,750

85,382

2019

40 Years

Paramus, NJ

6,224,221

599,410

6,823,631

6,823,631

634,377

2019

40 Years

San Ysidro, NM

316,770

956,983

316,770

956,983

1,273,753

81,742

2019

40 Years

Hinsdale, NY

353,602

905,350

353,602

905,350

1,258,952

77,332

2019

40 Years

Liverpool, NY

1,697,114

3,355,641

24,323

1,697,114

3,379,964

5,077,078

253,345

2019

40 Years

Malone, NY

413,667

1,035,771

413,667

1,035,771

1,449,438

96,926

2019

40 Years

Vestal, NY

3,540,906

5,610,529

147,000

3,540,906

5,757,529

9,298,435

467,787

2019

40 Years

Columbus, NC

423,026

1,070,992

423,026

1,070,992

1,494,018

86,945

2019

40 Years

Fayetteville, NC

505,574

1,544,177

505,574

1,544,177

2,049,751

122,247

2019

40 Years

Hope Mills, NC

1,522,142

7,906,676

1,522,142

7,906,676

9,428,818

658,765

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

102,712

2019

40 Years

Edgeley, ND

193,509

944,881

193,509

944,881

1,138,390

82,677

2019

40 Years

Grand Forks, ND

1,187,389

2,052,184

1,187,389

2,052,184

3,239,573

175,272

2019

40 Years

Williston, ND

515,210

1,584,865

515,210

1,584,865

2,100,075

135,374

2019

40 Years

Batavia, OH

601,071

1,125,756

(7,363)

595,681

1,123,783

1,719,464

100,952

2019

40 Years

Bellevue, OH

186,215

1,343,783

8,491

186,215

1,352,274

1,538,489

101,368

2019

40 Years

Columbus, OH

357,767

1,423,046

357,767

1,423,046

1,780,813

133,233

2019

40 Years

Conneaut, OH

200,915

1,363,715

7,983

200,915

1,371,698

1,572,613

108,510

2019

40 Years

Hamilton, OH

335,677

1,066,581

335,677

1,066,581

1,402,258

97,626

2019

40 Years

Heath, OH

657,358

3,259,449

313,281

657,358

3,572,730

4,230,088

300,372

2019

40 Years

Kenton, OH

191,968

1,290,534

7,723

191,968

1,298,257

1,490,225

100,010

2019

40 Years

Maumee, OH

1,498,739

815,222

295

1,498,739

815,517

2,314,256

79,909

2019

40 Years

Oxford, OH

912,241

2,566,991

25,001

912,241

2,591,992

3,504,233

246,162

2019

40 Years

West Chester, OH

796,035

814,730

660

796,035

815,390

1,611,425

79,821

2019

40 Years

West Chester, OH

395,924

1,173,848

395,924

1,173,848

1,569,772

112,377

2019

40 Years

Ada, OK

336,304

1,234,870

336,304

1,234,870

1,571,174

97,761

2019

40 Years

Bartlesville, OK

451,582

1,249,112

451,582

1,249,112

1,700,694

109,125

2019

40 Years

Bokoshe, OK

47,725

797,175

47,725

797,175

844,900

69,462

2019

40 Years

F-48

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Lawton, OK

230,834

612,256

230,834

612,256

843,090

53,401

2019

40 Years

Whitefield, OK

144,932

863,327

144,932

863,327

1,008,259

75,541

2019

40 Years

Cranberry Township, PA

2,066,679

2,049,310

2,066,679

2,049,310

4,115,989

196,332

2019

40 Years

Ebensburg, PA

551,162

2,023,064

5,689

551,162

2,028,753

2,579,915

189,686

2019

40 Years

Flourtown, PA

1,342,409

2,229,147

1,342,409

2,229,147

3,571,556

218,255

2019

40 Years

Monaca, PA

449,116

842,901

449,116

842,901

1,292,017

80,718

2019

40 Years

Natrona Heights, PA

1,412,247

1,719,447

1,412,247

1,719,447

3,131,694

168,363

2019

40 Years

North Huntingdon, PA

428,166

1,508,044

428,166

1,508,044

1,936,210

144,461

2019

40 Years

Oakdale, PA

708,623

987,577

68,352

708,623

1,055,929

1,764,552

81,972

2019

40 Years

Philadelphia, PA

1,891,985

20,799,223

211,964

1,891,985

21,011,187

22,903,172

1,934,638

2019

40 Years

Pittsburgh, PA

1,251,674

3,842,592

1,251,674

3,842,592

5,094,266

312,111

2019

40 Years

Robinson Township, PA

1,630,648

2,703,381

1,630,648

2,703,381

4,334,029

236,461

2019

40 Years

Titusville, PA

877,651

2,568,060

877,651

2,568,060

3,445,711

229,998

2019

40 Years

West View, PA

120,349

1,347,706

120,349

1,347,706

1,468,055

112,224

2019

40 Years

York, PA

3,331,496

6,690,968

9,190

3,331,496

6,700,158

10,031,654

599,329

2019

40 Years

Columbia, SC

2,783,934

13,228,453

2,783,934

13,228,453

16,012,387

1,267,600

2019

40 Years

Hampton, SC

215,462

1,050,367

215,462

1,050,367

1,265,829

105,037

2019

40 Years

Myrtle Beach, SC

1,371,226

2,752,440

503,611

1,371,226

3,256,051

4,627,277

302,738

2019

40 Years

Orangeburg, SC

316,428

1,116,664

316,428

1,116,664

1,433,092

99,956

2019

40 Years

Kadoka, SD

134,528

926,523

134,528

926,523

1,061,051

81,071

2019

40 Years

Thorn Hill, TN

115,367

974,925

115,367

974,925

1,090,292

91,304

2019

40 Years

Woodbury, TN

154,043

1,092,958

154,043

1,092,958

1,247,001

102,465

2019

40 Years

Burleson, TX

1,396,753

3,312,794

13,864

1,396,753

3,326,658

4,723,411

249,413

2019

40 Years

Carrizo Springs, TX

337,070

812,963

5,087

337,070

818,050

1,155,120

71,459

2019

40 Years

Garland, TX

773,385

2,587,011

773,385

2,587,011

3,360,396

237,143

2019

40 Years

Kenedy, TX

325,159

954,774

11,255

325,159

966,029

1,291,188

72,382

2019

40 Years

Laredo, TX

1,117,403

2,152,573

48,118

1,117,403

2,200,691

3,318,094

194,343

2019

40 Years

Lewisville, TX

2,347,993

5,271,935

4,154

2,347,993

5,276,089

7,624,082

516,216

2019

40 Years

Lubbock, TX

1,420,820

1,858,395

1,420,820

1,858,395

3,279,215

181,968

2019

40 Years

Wichita Falls, TX

585,664

1,952,988

585,664

1,952,988

2,538,652

170,886

2019

40 Years

Wylie, TX

686,154

1,623,684

686,154

1,623,684

2,309,838

155,543

2019

40 Years

Draper, UT

1,344,025

3,321,208

23,553

1,344,025

3,344,761

4,688,786

250,710

2019

40 Years

Bristol, VA

996,915

1,374,467

996,915

1,374,467

2,371,382

114,539

2019

40 Years

Gloucester, VA

458,785

1,994,093

458,785

1,994,093

2,452,878

166,130

2019

40 Years

Hampton, VA

3,549,928

6,096,218

107

3,549,928

6,096,325

9,646,253

495,077

2019

40 Years

Hampton, VA

429,613

1,081,015

429,613

1,081,015

1,510,628

90,085

2019

40 Years

Hampton, VA

744,520

1,249,355

744,520

1,249,355

1,993,875

104,113

2019

40 Years

Hampton, VA

561,596

1,545,002

561,596

1,545,002

2,106,598

128,750

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

146,186

2019

40 Years

Poquoson, VA

330,867

848,105

2,156

330,867

850,261

1,181,128

70,824

2019

40 Years

South Boston, VA

490,590

2,637,385

15,414

490,590

2,652,799

3,143,389

209,853

2019

40 Years

Surry, VA

685,233

994,788

685,233

994,788

1,680,021

82,899

2019

40 Years

Williamsburg, VA

1,574,769

2,001,920

(9,200)

1,565,569

2,001,920

3,567,489

166,827

2019

40 Years

Williamsburg, VA

675,861

1,098,464

675,861

1,098,464

1,774,325

91,539

2019

40 Years

Wytheville, VA

206,660

1,248,178

206,660

1,248,178

1,454,838

93,613

2019

40 Years

Ephrata, WA

368,492

4,821,470

18,383

368,492

4,839,853

5,208,345

372,861

2019

40 Years

Charleston, WV

561,767

561,767

561,767

2019

Ripley, WV

1,042,204

20,422

1,062,626

1,062,626

2019

Black River Falls, WI

278,472

1,141,572

9,519

278,472

1,151,091

1,429,563

88,650

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

12,918

3,518,493

12,033,166

15,551,659

1,077,182

2019

40 Years

Sun Prairie, WI

2,864,563

7,215,614

2,864,563

7,215,614

10,080,177

586,070

2019

40 Years

West Milwaukee, WI

783,260

3,055,907

16,402

783,260

3,072,309

3,855,569

236,539

2019

40 Years

Adger, AL

189,119

1,222,891

189,119

1,222,891

1,412,010

78,978

2020

40 Years

Dothan, AL

792,626

3,017,431

(31,788)

778,553

2,999,716

3,778,269

145,297

2020

40 Years

Enterprise, AL

728,934

2,504,283

15,377

728,934

2,519,660

3,248,594

183,629

2020

40 Years

Lanett, AL

597,615

2,264,102

128

597,615

2,264,230

2,861,845

132,056

2020

40 Years

Saraland, AL

838,216

2,709,602

1,275

838,216

2,710,877

3,549,093

197,401

2020

40 Years

Sylacauga, AL

2,181,806

9,940,930

4,330

2,181,806

9,945,260

12,127,066

642,057

2020

40 Years

Theodore, AL

743,751

2,667,802

743,751

2,667,802

3,411,553

188,881

2020

40 Years

Altheimer, AR

202,235

1,151,471

202,235

1,151,471

1,353,706

76,376

2020

40 Years

Benton, AR

561,085

2,141,511

249,809

561,085

2,391,320

2,952,405

126,922

2020

40 Years

Benton, AR

2,271,157

1,324,716

39,069

2,271,157

1,363,785

3,634,942

66,974

2020

40 Years

Bismarck, AR

129,139

876,127

129,139

876,127

1,005,266

52,813

2020

40 Years

Centerton, AR

502,391

2,152,058

249,808

502,391

2,401,866

2,904,257

131,977

2020

40 Years

Elaine, AR

51,248

802,757

51,248

802,757

854,005

53,218

2020

40 Years

Jonesboro, AR

477,565

942,703

477,565

942,703

1,420,268

52,973

2020

40 Years

Little Rock, AR

136,550

638,605

136,550

638,605

775,155

42,516

2020

40 Years

Mayflower, AR

708,465

448,741

80,635

708,465

529,376

1,237,841

26,051

2020

40 Years

Mena, AR

1,459,039

1,459,039

1,459,039

2020

Pine Bluff, AR

195,689

1,102,338

3,250

195,689

1,105,588

1,301,277

75,899

2020

40 Years

Pine Bluff, AR

279,293

1,290,094

7,236

279,293

1,297,330

1,576,623

85,720

2020

40 Years

F-49

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Searcy, AR

548,495

5,834,876

548,495

5,834,876

6,383,371

352,272

2020

40 Years

Sparkman, AR

80,956

720,376

80,956

720,376

801,332

41,962

2020

40 Years

West Helena, AR

93,907

885,680

21,923

93,907

907,603

1,001,510

59,068

2020

40 Years

Coolidge, AZ

252,228

1,164,641

11,720

252,228

1,176,361

1,428,589

73,070

2020

40 Years

Maricopa, AZ

761,177

1,600,925

11,257

761,177

1,612,182

2,373,359

83,864

2020

40 Years

Phoenix, AZ

11,641,459

7,261,072

11,641,459

7,261,072

18,902,531

438,555

2020

40 Years

Tucson, AZ

3,267,761

6,624,814

383,141

3,267,761

7,007,955

10,275,716

349,238

2020

40 Years

Yuma, AZ

840,427

5,489,179

577

840,427

5,489,756

6,330,183

342,960

2020

40 Years

Yuma, AZ

5,052,648

29,919

5,082,567

5,082,567

253,941

2020

40 Years

Antioch, CA

3,369,667

6,952,571

3,369,667

6,952,571

10,322,238

405,468

2020

40 Years

Calexico, CA

937,091

22,274

959,365

959,365

2020

Hawthorne, CA

7,297,568

5,841,964

1,750

7,297,568

5,843,714

13,141,282

328,544

2020

40 Years

Napa, CA

5,287,831

13,608,836

650

5,287,831

13,609,486

18,897,317

850,391

2020

40 Years

Palmdale, CA

2,159,541

6,648,091

486

2,159,541

6,648,577

8,808,118

456,916

2020

40 Years

Quincy, CA

315,559

1,597,973

315,559

1,597,973

1,913,532

109,611

2020

40 Years

Quincy, CA

605,988

4,898,500

605,988

4,898,500

5,504,488

316,289

2020

40 Years

Rancho Cordova, CA

10,668,451

27,033

10,695,484

10,695,484

2020

San Francisco, CA

7,234,677

748,185

19,918

7,234,677

768,103

8,002,780

39,820

2020

40 Years

Signal Hill, CA

8,490,622

6,714,882

8,490,622

6,714,882

15,205,504

489,627

2020

40 Years

Stockton, CA

961,910

3,310,275

16,203

961,910

3,326,478

4,288,388

166,220

2020

40 Years

Broomfield, CO

708,881

965,675

7,993

708,881

973,668

1,682,549

48,633

2020

40 Years

Cortez, CO

177,422

1,594,274

9,852

177,422

1,604,126

1,781,548

80,145

2020

40 Years

La Junta, CO

187,988

823,735

187,988

823,735

1,011,723

56,382

2020

40 Years

Pueblo, CO

235,805

1,568,540

235,805

1,568,540

1,804,345

98,034

2020

40 Years

Newington, CT

403,932

1,915,897

51,469

403,932

1,967,366

2,371,298

135,980

2020

40 Years

Old Saybrook, CT

443,801

3,497,920

74

443,801

3,497,994

3,941,795

196,613

2020

40 Years

Stafford Springs, CT

1,230,939

7,075,776

1,230,939

7,075,776

8,306,715

398,012

2020

40 Years

Davenport, FL

721,966

1,435,651

721,966

1,435,651

2,157,617

107,674

2020

40 Years

Deerfield Beach, FL

1,963,542

514,491

1,963,542

514,491

2,478,033

30,982

2020

40 Years

Labelle, FL

489,345

2,754,977

489,345

2,754,977

3,244,322

166,346

2020

40 Years

Lake Placid, FL

2,060,445

15,405

2,075,850

2,075,850

2020

Leesburg, FL

708,698

541,993

7,993

708,698

549,986

1,258,684

27,449

2020

40 Years

Madison, FL

171,150

619,660

6,567

171,150

626,227

797,377

41,562

2020

40 Years

Orlando, FL

4,558,262

7,261,682

4,558,262

7,261,682

11,819,944

483,982

2020

40 Years

Panama City, FL

830,080

856,243

830,080

856,243

1,686,323

64,211

2020

40 Years

Pensacola, FL

379,154

969,254

7,993

379,154

977,247

1,356,401

48,812

2020

40 Years

Port St. Lucie, FL

670,030

1,664,571

670,030

1,664,571

2,334,601

117,782

2020

40 Years

Punta Gorda, FL

615,829

1,921,751

615,829

1,921,751

2,537,580

140,128

2020

40 Years

Sebring, FL

1,986,013

15,406

2,001,419

2,001,419

2020

Venice, FL

1,301,719

1,233,030

1,301,719

1,233,030

2,534,749

92,477

2020

40 Years

Vero Beach, FL

1,241,406

1,356,081

20

1,241,406

1,356,101

2,597,507

98,882

2020

40 Years

Albany, GA

311,920

1,278,107

311,920

1,278,107

1,590,027

85,143

2020

40 Years

Albany, GA

248,888

1,445,530

248,888

1,445,530

1,694,418

96,310

2020

40 Years

Albany, GA

898,015

5,713,749

898,015

5,713,749

6,611,764

354,178

2020

40 Years

Americus, GA

238,633

968,812

238,633

968,812

1,207,445

64,581

2020

40 Years

Cairo, GA

237,315

1,040,643

237,315

1,040,643

1,277,958

78,048

2020

40 Years

Dallas, GA

235,642

1,134,202

14,690

235,642

1,148,892

1,384,534

57,395

2020

40 Years

Doraville, GA

533,512

1,709,449

533,512

1,709,449

2,242,961

92,595

2020

40 Years

Flowery Branch, GA

1,253,091

(2,000)

1,251,091

1,251,091

2020

Jesup, GA

155,604

864,415

155,604

864,415

1,020,019

57,549

2020

40 Years

Lawrenceville, GA

852,136

1,633,580

852,136

1,633,580

2,485,716

119,115

2020

40 Years

Lithia Springs, GA

3,789,145

7,881,640

3,789,145

7,881,640

11,670,785

492,498

2020

40 Years

Moultrie, GA

150,752

868,415

150,752

868,415

1,019,167

57,815

2020

40 Years

Quitman, GA

407,661

1,125,845

407,661

1,125,845

1,533,506

84,438

2020

40 Years

Savannah, GA

749,834

1,802,814

277

749,834

1,803,091

2,552,925

108,840

2020

40 Years

Savannah, GA

3,502,278

4,132,018

429,779

3,502,278

4,561,797

8,064,075

262,267

2020

40 Years

George, IA

283,785

942,785

283,785

942,785

1,226,570

70,708

2020

40 Years

Graettinger, IA

154,261

933,746

154,261

933,746

1,088,007

70,030

2020

40 Years

Alexis, IL

425,656

1,237,404

425,656

1,237,404

1,663,060

90,226

2020

40 Years

Chicago, IL

2,780,722

2,305,569

2,780,722

2,305,569

5,086,291

129,562

2020

40 Years

Chicago, IL

424,932

4,223,123

424,932

4,223,123

4,648,055

237,429

2020

40 Years

Chicago, IL

596,808

1,415,648

596,808

1,415,648

2,012,456

79,510

2020

40 Years

Chicago, IL

932,560

2,553,809

7,273

932,560

2,561,082

3,493,642

128,001

2020

40 Years

East Alton, IL

113,457

1,422,573

113,457

1,422,573

1,536,030

88,813

2020

40 Years

Fairfield, IL

198,833

1,180,242

6,975

198,833

1,187,217

1,386,050

61,747

2020

40 Years

Grayslake, IL

478,307

1,131,061

478,307

1,131,061

1,609,368

72,922

2020

40 Years

Homewood, IL

1,224,131

10,005,811

24,941

1,224,131

10,030,752

11,254,883

667,458

2020

40 Years

Kankakee, IL

107,139

1,185,653

107,139

1,185,653

1,292,792

64,142

2020

40 Years

Manteno, IL

71,681

1,213,963

37,938

71,681

1,251,901

1,323,582

62,356

2020

40 Years

Oswego, IL

373,727

2,715,101

16,092

373,727

2,731,193

3,104,920

136,458

2020

40 Years

Rockton, IL

367,154

1,526,399

367,154

1,526,399

1,893,553

76,320

2020

40 Years

Elkhart, IN

173,631

972,629

7,992

173,631

980,621

1,154,252

48,981

2020

40 Years

Franklin, IN

979,332

1,548,523

26,567

979,332

1,575,090

2,554,422

78,395

2020

40 Years

F-50

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Indianapolis, IN

251,149

1,550,984

251,149

1,550,984

1,802,133

80,763

2020

40 Years

Noblesville, IN

259,582

1,611,431

259,582

1,611,431

1,871,013

117,500

2020

40 Years

Peru, IN

202,110

1,501,247

202,110

1,501,247

1,703,357

93,828

2020

40 Years

Rockville, IN

436,457

1,601,972

(75,085)

436,457

1,526,887

1,963,344

76,789

2020

40 Years

Derby, KS

440,419

2,367,428

440,419

2,367,428

2,807,847

137,963

2020

40 Years

Independence, KS

200,329

1,426,975

(75,085)

200,329

1,351,890

1,552,219

68,039

2020

40 Years

Shwanee, KS

2,594,271

2,766,524

2,594,271

2,766,524

5,360,795

172,810

2020

40 Years

Wichita, KS

834,377

2,338,612

834,377

2,338,612

3,172,989

146,065

2020

40 Years

Wichita, KS

2,031,526

1,974,595

2,031,526

1,974,595

4,006,121

123,314

2020

40 Years

Wichita, KS

1,194,939

2,062,020

1,194,939

2,062,020

3,256,959

128,778

2020

40 Years

Wichita, KS

2,171,260

2,235,093

2,171,260

2,235,093

4,406,353

139,693

2020

40 Years

Louisa, KY

242,391

1,177,975

6,975

242,391

1,184,950

1,427,341

64,112

2020

40 Years

Louisville, KY

2,185,678

3,081,512

11,400

2,185,678

3,092,912

5,278,590

231,332

2020

40 Years

Louisville, KY

208,346

621,820

208,346

621,820

830,166

37,509

2020

40 Years

Amite City, LA

264,208

930,655

7,080

264,208

937,735

1,201,943

54,462

2020

40 Years

Baton Rouge, LA

377,270

1,225,020

377,270

1,225,020

1,602,290

89,148

2020

40 Years

Denham Springs, LA

398,006

1,484,613

398,006

1,484,613

1,882,619

86,578

2020

40 Years

Dequincy, LA

288,426

969,725

288,426

969,725

1,258,151

58,588

2020

40 Years

Gibson, LA

414,855

1,252,765

4,509

414,855

1,257,274

1,672,129

80,985

2020

40 Years

Gonzales, LA

688,032

2,457,035

249,808

688,032

2,706,843

3,394,875

143,948

2020

40 Years

Hammond, LA

367,215

2,243,382

249,809

367,215

2,493,191

2,860,406

123,093

2020

40 Years

Laplace, LA

1,971,887

8,537,415

1,971,887

8,537,415

10,509,302

569,024

2020

40 Years

Springhill, LA

438,507

2,335,035

14,125

438,507

2,349,160

2,787,667

117,715

2020

40 Years

Dorchester, MA

4,815,990

923,841

13,041

4,815,990

936,882

5,752,872

48,664

2020

40 Years

East Wareham, MA

590,052

1,525,359

8,780

590,052

1,534,139

2,124,191

79,744

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

626,448

2020

40 Years

Aberdeen, MD

758,616

1,712,723

758,616

1,712,723

2,471,339

128,454

2020

40 Years

Baltimore, MD

3,031,879

36,709

3,068,588

3,068,588

2020

Cockeysville, MD

2,209,572

20,283

2,229,855

2,229,855

2020

Hagerstown, MD

1,009,779

1,285,162

1,009,779

1,285,162

2,294,941

93,710

2020

40 Years

Owings Mills, MD

2,154,954

3,017,368

25,391

2,154,954

3,042,759

5,197,713

170,444

2020

40 Years

Augusta, ME

1,627,817

1,627,817

1,627,817

2020

Benton Harbor, MI

385,355

1,090,802

7,992

385,355

1,098,794

1,484,149

54,890

2020

40 Years

Cedar Springs, MI

346,310

1,907,232

346,310

1,907,232

2,253,542

95,362

2020

40 Years

Grayling, MI

277,355

521,492

925

277,355

522,417

799,772

32,487

2020

40 Years

Hart, MI

1,336,141

1,294,095

1,336,141

1,294,095

2,630,236

88,709

2020

40 Years

Holland, MI

108,733

1,773,459

108,733

1,773,459

1,882,192

133,009

2020

40 Years

Howell, MI

601,610

1,491,797

300

601,610

1,492,097

2,093,707

96,203

2020

40 Years

Jonesville, MI

1,171,853

8,871,307

1,171,853

8,871,307

10,043,160

591,287

2020

40 Years

Monroe, MI

1,315,043

9,131,436

1,000

1,315,043

9,132,436

10,447,479

513,419

2020

40 Years

Omer, MI

165,126

828,778

165,126

828,778

993,904

60,431

2020

40 Years

Owosso, MI

299,521

2,240,764

299,521

2,240,764

2,540,285

168,057

2020

40 Years

Taylor, MI

338,092

1,017,043

338,092

1,017,043

1,355,135

57,042

2020

40 Years

Traverse City, MI

337,556

3,980,018

(48,115)

337,556

3,931,903

4,269,459

212,978

2020

40 Years

Apple Valley, MN

814,086

2,665,167

814,086

2,665,167

3,479,253

144,293

2020

40 Years

Blaine, MN

497,750

2,998,249

7,993

497,750

3,006,242

3,503,992

150,262

2020

40 Years

Chanhassen, MN

1,664,359

11,222

1,675,581

1,675,581

2020

Glyndon, MN

131,845

853,575

131,845

853,575

985,420

64,017

2020

40 Years

Hill City, MN

66,391

996,428

66,391

996,428

1,062,819

74,731

2020

40 Years

Holdingford, MN

276,722

1,078,003

276,722

1,078,003

1,354,725

80,849

2020

40 Years

Ottertail, MN

209,929

897,043

(1,000)

208,929

897,043

1,105,972

67,277

2020

40 Years

Arnold, MO

846,894

2,392,044

7,993

846,894

2,400,037

3,246,931

119,952

2020

40 Years

Leeton, MO

192,069

1,109,261

192,069

1,109,261

1,301,330

71,640

2020

40 Years

Liberty, MO

367,591

4,348,251

367,591

4,348,251

4,715,842

262,455

2020

40 Years

Northmoor, MO

551,491

1,723,994

551,491

1,723,994

2,275,485

104,068

2020

40 Years

Platte City, MO

766,613

2,501,154

21,647

766,613

2,522,801

3,289,414

125,866

2020

40 Years

Richmond Heights, MO

3,305,260

2,531,065

3,305,260

2,531,065

5,836,325

158,192

2020

40 Years

Sheldon, MO

168,799

1,017,992

168,799

1,017,992

1,186,791

65,745

2020

40 Years

Thayer, MO

685,788

1,968,043

29,506

685,788

1,997,549

2,683,337

131,660

2020

40 Years

Union, MO

270,233

1,041,690

270,233

1,041,690

1,311,923

62,872

2020

40 Years

Brandon, MS

526,657

1,575,241

526,657

1,575,241

2,101,898

88,493

2020

40 Years

Flowood, MS

1,625,494

6,417,821

7,430

1,625,494

6,425,251

8,050,745

410,091

2020

40 Years

Flowood, MS

759,912

2,383,348

759,912

2,383,348

3,143,260

133,975

2020

40 Years

Gore Springs, MS

188,141

951,645

48,115

188,141

999,760

1,187,901

65,463

2020

40 Years

Greenwood, MS

150,855

903,459

150,855

903,459

1,054,314

59,842

2020

40 Years

Greenwood, MS

137,312

1,154,001

137,312

1,154,001

1,291,313

71,962

2020

40 Years

Grenada, MS

187,855

947,888

187,855

947,888

1,135,743

62,804

2020

40 Years

Gulfport, MS

597,617

2,692,177

1,275

597,617

2,693,452

3,291,069

196,100

2020

40 Years

Madison, MS

1,437,048

6,194,546

1,437,048

6,194,546

7,631,594

348,376

2020

40 Years

Oxford, MS

547,606

993,807

7,992

547,606

1,001,799

1,549,405

50,040

2020

40 Years

Southaven, MS

259,300

864,055

21,464

259,300

885,519

1,144,819

51,145

2020

40 Years

F-51

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Wiggins, MS

639,466

2,563,263

128

639,466

2,563,391

3,202,857

149,507

2020

40 Years

Asheville, NC

5,132,913

17,171

5,150,084

5,150,084

2020

Atlantic Beach, NC

261,338

1,156,375

261,338

1,156,375

1,417,713

67,362

2020

40 Years

Beaufort, NC

375,437

1,417,587

375,437

1,417,587

1,793,024

82,600

2020

40 Years

Boone, NC

4,795,569

9,543,185

31,453

4,795,569

9,574,638

14,370,207

696,140

2020

40 Years

Buxton, NC

209,947

1,186,030

209,947

1,186,030

1,395,977

69,092

2020

40 Years

Cary, NC

253,081

1,018,159

253,081

1,018,159

1,271,240

60,005

2020

40 Years

Chapel Hill, NC

22,437,345

(788,369)

21,648,976

21,648,976

2020

Charlotte, NC

978,304

1,328,283

978,304

1,328,283

2,306,587

91,206

2020

40 Years

Concord, NC

952,393

1,398,319

952,393

1,398,319

2,350,712

99,048

2020

40 Years

Dallas, NC

309,847

1,008,936

309,847

1,008,936

1,318,783

62,973

2020

40 Years

Durham, NC

229,232

1,169,836

229,232

1,169,836

1,399,068

68,148

2020

40 Years

Elkin, NC

292,234

1,884,674

10,255

292,234

1,894,929

2,187,163

94,682

2020

40 Years

Elm City, NC

447,081

1,401,379

447,081

1,401,379

1,848,460

81,654

2020

40 Years

Emerald Isle, NC

316,187

1,125,842

316,187

1,125,842

1,442,029

65,581

2020

40 Years

Fuquay-Varina, NC

4,398,922

10,142,102

30,452

4,398,922

10,172,554

14,571,476

739,909

2020

40 Years

Garner, NC

216,566

1,170,660

216,566

1,170,660

1,387,226

68,196

2020

40 Years

Goldsboro, NC

246,160

1,227,984

246,160

1,227,984

1,474,144

71,540

2020

40 Years

Goldsboro, NC

243,355

1,135,304

243,355

1,135,304

1,378,659

66,133

2020

40 Years

Greensboro, NC

272,962

1,126,017

272,962

1,126,017

1,398,979

65,592

2020

40 Years

Greenville, NC

161,533

1,095,964

161,533

1,095,964

1,257,497

63,839

2020

40 Years

Harkers Island, NC

964,627

2,109,360

964,627

2,109,360

3,073,987

123,046

2020

40 Years

Jacksonville, NC

405,135

1,122,908

21,707

405,135

1,144,615

1,549,750

65,526

2020

40 Years

Jacksonville, NC

3,213,710

10,021,579

3,213,710

10,021,579

13,235,289

563,567

2020

40 Years

Jacksonville, NC

295,296

1,426,015

22,196

295,296

1,448,211

1,743,507

71,956

2020

40 Years

Kinston, NC

358,915

1,016,305

358,915

1,016,305

1,375,220

59,284

2020

40 Years

Knotts Island, NC

129,285

1,232,265

129,285

1,232,265

1,361,550

71,882

2020

40 Years

Morehead City, NC

201,436

934,453

201,436

934,453

1,135,889

54,510

2020

40 Years

Randleman, NC

1,368,987

8,954,905

30,452

1,368,987

8,985,357

10,354,344

653,342

2020

40 Years

Randleman, NC

1,834,106

19,174

1,853,280

1,853,280

2020

Rocky Mount, NC

305,766

1,114,117

305,766

1,114,117

1,419,883

64,990

2020

40 Years

Rocky Mount, NC

206,675

960,873

206,675

960,873

1,167,548

56,051

2020

40 Years

Salisbury, NC

990,303

1,019,025

7,993

990,303

1,027,018

2,017,321

51,301

2020

40 Years

Salter Path, NC

245,172

1,012,413

245,172

1,012,413

1,257,585

59,057

2020

40 Years

Smithfield, NC

270,560

1,201,146

270,560

1,201,146

1,471,706

70,067

2020

40 Years

Sylva, NC

1,776,968

12,026,284

6,069

1,776,968

12,032,353

13,809,321

827,000

2020

40 Years

Waves, NC

320,928

1,092,703

320,928

1,092,703

1,413,631

63,741

2020

40 Years

Waxhaw, NC

679,943

2,377,641

430

679,943

2,378,071

3,058,014

128,723

2020

40 Years

Winston Salem, NC

232,299

1,069,191

663

232,962

1,069,191

1,302,153

62,369

2020

40 Years

Winston-Salem, NC

282,142

1,316,279

12,095

282,142

1,328,374

1,610,516

66,343

2020

40 Years

Winterville, NC

312,123

1,271,222

312,123

1,271,222

1,583,345

74,155

2020

40 Years

Stanley, ND

346,030

3,299,205

11,400

346,030

3,310,605

3,656,635

227,051

2020

40 Years

Lebanon, NH

694,609

3,892,685

61,494

694,609

3,954,179

4,648,788

261,449

2020

40 Years

Budd Lake, NJ

2,771,964

20,750

2,792,714

2,792,714

2020

Fairfield, NJ

2,358,323

24,454

2,382,777

2,382,777

2020

Paterson, NJ

2020

Clovis, NM

74,256

943,641

11,851

74,256

955,492

1,029,748

49,646

2020

40 Years

Albany, NY

539,308

1,123,766

539,308

1,123,766

1,663,074

65,444

2020

40 Years

Bemus Point, NY

49,293

980,218

(53,367)

49,293

926,851

976,144

59,551

2020

40 Years

Candor, NY

271,132

1,012,522

(53,367)

271,132

959,155

1,230,287

61,603

2020

40 Years

Conklin, NY

247,429

939,529

(53,367)

247,429

886,162

1,133,591

57,041

2020

40 Years

Greene, NY

449,997

1,173,666

449,997

1,173,666

1,623,663

73,342

2020

40 Years

Hamburg, NY

526,596

561,841

4,891

526,596

566,732

1,093,328

28,306

2020

40 Years

Masonville, NY

222,228

1,059,364

222,228

1,059,364

1,281,592

66,199

2020

40 Years

Medford, NY

1,211,908

3,751,279

74

1,211,908

3,751,353

4,963,261

210,865

2020

40 Years

Mount Upton, NY

152,379

918,162

152,379

918,162

1,070,541

57,385

2020

40 Years

Olean, NY

1,224,360

12,197,768

181,275

1,224,360

12,379,043

13,603,403

850,392

2020

40 Years

Pompey, NY

774,544

1,437,312

774,544

1,437,312

2,211,856

89,832

2020

40 Years

Ripley, NY

110,279

756,748

110,279

756,748

867,027

47,297

2020

40 Years

Rochester, NY

2,391,104

13,146,442

560

2,391,104

13,147,002

15,538,106

739,296

2020

40 Years

Syracuse, NY

1,432,858

6,115,247

1,432,858

6,115,247

7,548,105

420,209

2020

40 Years

Wainscott, NY

4,544,060

4,084,794

4,544,060

4,084,794

8,628,854

280,696

2020

40 Years

Watertown, NY

523,013

1,323,771

17,365

523,013

1,341,136

1,864,149

74,746

2020

40 Years

Boardman, OH

483,754

1,817,047

483,754

1,817,047

2,300,801

109,720

2020

40 Years

Carrollton, OH

251,046

1,593,367

251,046

1,593,367

1,844,413

109,299

2020

40 Years

Chillicothe, OH

760,959

10,507,546

760,959

10,507,546

11,268,505

722,222

2020

40 Years

Cincinnati, OH

381,550

1,651,643

381,550

1,651,643

2,033,193

99,727

2020

40 Years

Columbus, OH

1,689,259

6,937,214

1,689,259

6,937,214

8,626,473

463,243

2020

40 Years

Defiance, OH

127,517

1,407,734

(75,085)

127,517

1,332,649

1,460,166

67,077

2020

40 Years

Dunkirk, OH

230,958

1,069,772

4,508

230,958

1,074,280

1,305,238

69,213

2020

40 Years

Hudson, OH

548,279

763,934

4,891

548,279

768,825

1,317,104

38,411

2020

40 Years

Mason, OH

4,470,714

11,479,943

7,630

4,470,714

11,487,573

15,958,287

669,829

2020

40 Years

Massillon, OH

118,153

1,177,205

7,992

118,153

1,185,197

1,303,350

59,210

2020

40 Years

F-52

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Mayfield Heights, OH

696,965

987,268

4,891

696,965

992,159

1,689,124

49,577

2020

40 Years

Oregon, OH

4,915,676

11,980,299

4,915,676

11,980,299

16,895,975

648,791

2020

40 Years

Parma, OH

1,292,437

9,410

(1)

1,301,846

1,301,846

2020

Toledo, OH

8,645,091

30,638

8,675,729

8,675,729

2020

Toledo, OH

4,950,900

8,979,618

4,950,900

8,979,618

13,930,518

486,333

2020

40 Years

Westerville, OH

946,988

1,786,197

4,891

946,988

1,791,088

2,738,076

89,524

2020

40 Years

Westerville, OH

690,653

1,402,190

832,471

690,653

2,234,661

2,925,314

105,068

2020

40 Years

Checotah, OK

151,906

862,730

11,275

151,906

874,005

1,025,911

59,849

2020

40 Years

Elk City, OK

507,204

3,969,937

507,204

3,969,937

4,477,141

247,989

2020

40 Years

Moore, OK

1,649,938

1,480,239

7,993

1,649,938

1,488,232

3,138,170

74,362

2020

40 Years

Oklahoma City, OK

356,795

1,349,469

356,795

1,349,469

1,706,264

81,471

2020

40 Years

Eugene, OR

4,253,602

7,543,456

4,253,602

7,543,456

11,797,058

424,225

2020

40 Years

Seaside, OR

376,612

5,093,532

2,615

376,612

5,096,147

5,472,759

318,302

2020

40 Years

Bristol, PA

1,201,361

9,382

1,210,743

1,210,743

2020

Lawrence Township, PA

225,955

1,552,979

16,800

225,955

1,569,779

1,795,734

101,417

2020

40 Years

Nescopeck, PA

428,452

1,362,404

428,452

1,362,404

1,790,856

82,312

2020

40 Years

New Milford, PA

206,824

1,139,407

4,509

206,824

1,143,916

1,350,740

73,710

2020

40 Years

Orangeville, PA

201,441

1,065,583

201,441

1,065,583

1,267,024

59,939

2020

40 Years

Port Trevorton, PA

143,540

955,027

4,508

143,540

959,535

1,103,075

61,802

2020

40 Years

Tobyhanna, PA

181,003

1,066,380

4,509

181,003

1,070,889

1,251,892

68,994

2020

40 Years

Wellsboro, PA

165,062

1,091,790

165,062

1,091,790

1,256,852

54,589

2020

40 Years

Whitehall, PA

1,139,318

2,964,839

526,241

1,139,318

3,491,080

4,630,398

265,327

2020

40 Years

Chapin, SC

237,432

1,540,336

237,432

1,540,336

1,777,768

92,932

2020

40 Years

Clemson, SC

501,288

1,898,545

6,845

501,288

1,905,390

2,406,678

126,763

2020

40 Years

Columbia, SC

1,233,052

5,532,637

1,233,052

5,532,637

6,765,689

380,129

2020

40 Years

Columbia, SC

354,953

1,670,857

354,953

1,670,857

2,025,810

93,913

2020

40 Years

Greer, SC

426,062

1,800,058

29,426

426,062

1,829,484

2,255,546

131,708

2020

40 Years

Irmo, SC

274,327

729,177

274,327

729,177

1,003,504

41,016

2020

40 Years

Myrtle Beach, SC

858,941

1,377,893

858,941

1,377,893

2,236,834

100,471

2020

40 Years

Myrtle Beach, SC

389,784

915,150

7,993

389,784

923,143

1,312,927

46,107

2020

40 Years

Pageland, SC

305,018

2,185,114

24,897

305,018

2,210,011

2,515,029

114,748

2020

40 Years

Vermillion, SD

182,981

1,352,667

186,311

182,981

1,538,978

1,721,959

99,998

2020

40 Years

Yankton, SD

197,328

985,756

7,993

197,328

993,749

1,191,077

49,637

2020

40 Years

Cleveland, TN

1,060,966

1,508,917

1,060,966

1,508,917

2,569,883

110,025

2020

40 Years

Henderson, TN

109,252

705,187

109,252

705,187

814,439

39,613

2020

40 Years

Kimball, TN

1,509,366

11,782,512

1,509,366

11,782,512

13,291,878

736,194

2020

40 Years

Knoxville, TN

4,110,394

12,554,772

865

4,110,394

12,555,637

16,666,031

784,548

2020

40 Years

Knoxville, TN

210,544

1,396,261

210,544

1,396,261

1,606,805

78,421

2020

40 Years

Lakeland, TN

237,682

795,446

237,682

795,446

1,033,128

44,690

2020

40 Years

Nashville, TN

556,406

980,902

556,406

980,902

1,537,308

69,389

2020

40 Years

Nashville, TN

355,577

1,331,745

355,577

1,331,745

1,687,322

80,400

2020

40 Years

Seymour, TN

187,929

1,302,250

187,929

1,302,250

1,490,179

78,598

2020

40 Years

Tullahoma, TN

1,206,870

9,840,853

12,758

1,206,870

9,853,611

11,060,481

513,087

2020

40 Years

Belton, TX

587,479

2,228,889

587,479

2,228,889

2,816,368

120,658

2020

40 Years

Comanche, TX

93,935

1,213,190

93,935

1,213,190

1,307,125

90,989

2020

40 Years

Conroe, TX

1,227,703

4,880

1,232,583

1,232,583

2020

Converse, TX

1,425,000

471,349

1,425,000

471,349

1,896,349

28,307

2020

40 Years

Converse, TX

200,802

1,642,854

8,674

200,802

1,651,528

1,852,330

85,796

2020

40 Years

Cuero, TX

361,553

2,937,261

361,553

2,937,261

3,298,814

165,165

2020

40 Years

Dayton, TX

167,367

1,222,272

11,342

167,367

1,233,614

1,400,981

61,517

2020

40 Years

Devine, TX

307,379

1,194,057

307,379

1,194,057

1,501,436

67,166

2020

40 Years

El Paso, TX

5,085,368

9,188,052

33,706

5,085,368

9,221,758

14,307,126

613,241

2020

40 Years

Euless, TX

802,881

1,599,698

802,881

1,599,698

2,402,579

99,981

2020

40 Years

Gonzales, TX

382,828

2,667,952

382,828

2,667,952

3,050,780

150,012

2020

40 Years

Harker Heights, TX

659,665

863,417

659,665

863,417

1,523,082

48,567

2020

40 Years

Harker Heights, TX

1,564,673

806,551

12,204

1,564,673

818,755

2,383,428

41,028

2020

40 Years

Harlingen, TX

231,002

2,423,937

197,852

231,002

2,621,789

2,852,791

144,596

2020

40 Years

Houston, TX

5,229,809

6,223,821

22,179

5,229,809

6,246,000

11,475,809

372,151

2020

40 Years

Houston, TX

812,409

2,365,951

812,409

2,365,951

3,178,360

133,021

2020

40 Years

Houston, TX

835,464

5,596

17,094

858,154

858,154

2020

Humble, TX

595,712

2,044,118

(83,862)

511,850

2,044,118

2,555,968

131,916

2020

40 Years

La Feria, TX

44,473

1,170,246

6,975

44,473

1,177,221

1,221,694

63,693

2020

40 Years

Lake Jackson, TX

898,275

1,791,093

7,992

898,275

1,799,085

2,697,360

89,904

2020

40 Years

Lewisville, TX

1,033,074

1,746,113

1,033,074

1,746,113

2,779,187

109,132

2020

40 Years

Lubbock, TX

332,773

933,072

4,891

332,773

937,963

1,270,736

46,868

2020

40 Years

Lubbock, TX

1,884,836

5,897,417

38,387

1,884,836

5,935,804

7,820,640

296,503

2020

40 Years

Mansfield, TX

1,116,200

1,554,255

7,992

1,116,200

1,562,247

2,678,447

78,062

2020

40 Years

Mckinney, TX

2,304,155

1,862,729

7,993

2,304,155

1,870,722

4,174,877

93,486

2020

40 Years

Rhome, TX

477,504

2,267,040

21,819

477,504

2,288,859

2,766,363

114,282

2020

40 Years

Saginaw, TX

318,799

734,538

1,020

318,799

735,558

1,054,357

41,265

2020

40 Years

San Antonio, TX

947,884

884,952

7,993

947,884

892,945

1,840,829

44,597

2020

40 Years

Terrell, TX

1,065,186

3,244,273

1,065,186

3,244,273

4,309,459

243,320

2020

40 Years

Tomball, TX

789,415

1,258,695

7,992

789,415

1,266,687

2,056,102

63,284

2020

40 Years

F-53

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Weslaco, TX

921,078

2,179,132

(36,040)

921,078

2,143,092

3,064,170

109,174

2020

40 Years

Wylie, TX

1,386,391

1,793,944

7,993

1,386,391

1,801,937

3,188,328

90,047

2020

40 Years

Chester, VA

389,357

37,083

426,440

426,440

2020

Galax, VA

160,074

1,185,312

32,976

160,074

1,218,288

1,378,362

62,509

2020

40 Years

Henrico, VA

439,174

1,681,279

36,356

439,174

1,717,635

2,156,809

87,048

2020

40 Years

Lynchburg, VA

241,396

890,833

12,096

241,396

902,929

1,144,325

45,071

2020

40 Years

Burlington, WI

1,121,515

3,220,272

7,993

1,121,515

3,228,265

4,349,780

161,363

2020

40 Years

Germantown, WI

617,945

1,199,846

7,993

617,945

1,207,839

1,825,784

60,342

2020

40 Years

Minocqua, WI

226,898

2,866,258

680

226,898

2,866,938

3,093,836

155,155

2020

40 Years

Mt. Pleasant, WI

1,705,035

14,386,315

1,705,035

14,386,315

16,091,350

809,084

2020

40 Years

Portage, WI

800,764

3,052,566

17,060

800,764

3,069,626

3,870,390

178,342

2020

40 Years

Vienna, WV

141,299

1,283,342

141,299

1,283,342

1,424,641

96,251

2020

40 Years

Cheyenne, WY

884,988

2,104,537

210,758

884,988

2,315,295

3,200,283

111,070

2020

40 Years

Gadsden, AL

1,516,549

18,095

1,534,644

1,534,644

2021

Jasper, AL

733,824

5,508,628

733,824

5,508,628

6,242,452

172,075

2021

40 Years

Pelham, AL

919,330

2,327,831

919,330

2,327,831

3,247,161

111,542

2021

40 Years

Theodore, AL

121,550

1,211,283

14,505

121,550

1,225,788

1,347,338

30,554

2021

40 Years

Bentonville, AR

2,278,930

1,199,562

2,278,930

1,199,562

3,478,492

52,466

2021

40 Years

Jonesboro, AR

345,738

1,279,134

9,749

345,738

1,288,883

1,634,621

32,161

2021

40 Years

Little Rock, AR

2,050,887

1,527,796

2,050,887

1,527,796

3,578,683

57,153

2021

40 Years

Springdale, AR

1,331,671

1,696,714

1,331,671

1,696,714

3,028,385

56,541

2021

40 Years

Avondale, AZ

399,574

2,237,087

12,740

399,574

2,249,827

2,649,401

56,166

2021

40 Years

Winslow, AZ

375,135

999,436

375,135

999,436

1,374,571

37,381

2021

40 Years

Colton, CA

2,917,244

6,274,140

215

2,917,244

6,274,355

9,191,599

300,604

2021

40 Years

Colton, CA

904,398

215

904,613

904,613

2021

Elk Grove, CA

1,692,244

3,387,901

1,692,244

3,387,901

5,080,145

162,337

2021

40 Years

Pleasant Hill, CA

17,618,136

17,618,136

17,618,136

2021

Sacramento, CA

2,962,751

14,367,331

4,194

2,962,751

14,371,525

17,334,276

389,083

2021

40 Years

Van Nuys, CA

10,821,454

6,196,785

118,897

10,821,454

6,315,682

17,137,136

159,795

2021

40 Years

Silverthorne, CO

4,368,862

6,781,801

43,386

4,368,862

6,825,187

11,194,049

170,440

2021

40 Years

Colchester, CT

503,706

5,280,982

503,706

5,280,982

5,784,688

220,041

2021

40 Years

Orange, CT

2,155,182

2,723,325

3,000

2,155,182

2,726,325

4,881,507

97,759

2021

40 Years

Stratford, CT

993,610

6,285,488

993,610

6,285,488

7,279,098

196,371

2021

40 Years

Wallingford, CT

4,598,776

19,587,021

2,205

4,598,776

19,589,226

24,188,002

693,604

2021

40 Years

Wallingford, CT

13,491,385

4,628,672

1,939

13,491,385

4,630,611

18,121,996

127,156

2021

40 Years

Bridgeville, DE

2,496,605

2,496,605

2,496,605

2021

Daytona Beach, FL

3,248,529

3,248,529

3,248,529

2021

Daytona Beach, FL

2,949,873

7,123,762

1,835

2,949,873

7,125,597

10,075,470

207,662

2021

40 Years

Fort Walton Beach, FL

691,891

1,034,268

3,926

691,891

1,038,194

1,730,085

48,744

2021

40 Years

Hialeah, FL

4,971,380

5,191

4,976,571

4,976,571

2021

Hollywood, FL

804,622

3,907,841

285

804,622

3,908,126

4,712,748

150,534

2021

40 Years

Homestead, FL

545,581

1,461,745

545,581

1,461,745

2,007,326

72,873

2021

40 Years

Jacksonville, FL

1,072,558

756,285

1,072,558

756,285

1,828,843

32,965

2021

40 Years

Merritt Island, FL

422,211

2,372,216

422,211

2,372,216

2,794,427

74,072

2021

40 Years

Naples, FL

1,453,431

1,453,431

1,453,431

2021

Naples, FL

1,190,857

1,190,857

1,190,857

2021

Naples, FL

8,035,701

10,505,521

25,022

8,035,701

10,530,543

18,566,244

328,289

2021

40 Years

Orlando, FL

1,039,722

1,039,722

1,039,722

2021

Pembroke Pines, FL

2,285,774

2,285,774

2,285,774

2021

Sarasota, FL

1,178,923

922,936

1,178,923

922,936

2,101,859

30,749

2021

40 Years

Tampa, FL

439,430

439,430

439,430

2021

Vero Beach, FL

1,046,780

1,046,780

1,046,780

2021

Yulee, FL

2,262,371

7,246,236

2,262,371

7,246,236

9,508,607

271,161

2021

40 Years

Athens, GA

68,943

6,048,020

28,018

68,943

6,076,038

6,144,981

239,912

2021

40 Years

Buford, GA

933,105

1,460,129

136

933,105

1,460,265

2,393,370

54,136

2021

40 Years

Conyers, GA

347,441

2,622,249

12,604

347,441

2,634,853

2,982,294

65,793

2021

40 Years

Dublin, GA

217,337

605,199

217,337

605,199

822,536

18,912

2021

40 Years

Gray, GA

148,268

1,074,924

148,268

1,074,924

1,223,192

44,761

2021

40 Years

Jefferson, GA

527,074

931,010

1,835

527,074

932,845

1,459,919

27,093

2021

40 Years

Jonesboro, GA

344,270

1,576,064

11,550

344,270

1,587,614

1,931,884

42,850

2021

40 Years

Kingsland, GA

185,047

2,599,400

185,047

2,599,400

2,784,447

86,573

2021

40 Years

Marietta, GA

1,177,865

1,833,593

1,177,865

1,833,593

3,011,458

87,860

2021

40 Years

Rome, GA

1,380,532

1,380,532

1,380,532

2021

Stockbridge, GA

278,080

1,479,158

2,500

278,080

1,481,658

1,759,738

37,026

2021

40 Years

Thomson, GA

257,455

1,291,280

14,424

257,455

1,305,704

1,563,159

32,552

2021

40 Years

Centerville, IA

182,203

2,115,086

182,203

2,115,086

2,297,289

83,549

2021

40 Years

Des Moines, IA

902,749

902,749

902,749

2021

Mason City, IA

869,564

3,270,795

62,238

869,564

3,333,033

4,202,597

133,873

2021

40 Years

Nampa, ID

229,425

1,558,507

229,425

1,558,507

1,787,932

55,177

2021

40 Years

Bloomingdale, IL

5,377,240

9,661,090

5,377,240

9,661,090

15,038,330

422,429

2021

40 Years

Bloomington, IL

239,089

1,826,238

239,089

1,826,238

2,065,327

64,659

2021

40 Years

Bourbonnais, IL

1,593,823

1,525,782

1,835

1,593,823

1,527,617

3,121,440

41,322

2021

40 Years

Carbondale, IL

496,342

1,025,021

8,125

496,342

1,033,146

1,529,488

34,309

2021

40 Years

F-54

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Champaign, IL

3,112,523

4,504,390

3,112,523

4,504,390

7,616,913

140,510

2021

40 Years

Charleston, IL

2,650,341

25,533

2,675,874

2,675,874

2021

Chicago, IL

698,854

1,412,178

698,854

1,412,178

2,111,032

67,528

2021

40 Years

Coal City, IL

453,744

1,080,622

453,744

1,080,622

1,534,366

47,104

2021

40 Years

East Dundee, IL

1,567,806

1,567,806

1,567,806

2021

East Peoria, IL

2,404,155

25,533

2,429,688

2,429,688

2021

Hampshire, IL

3,866,229

1,835

3,868,064

3,868,064

2021

Huntley, IL

2,089,500

1,835

2,091,335

2,091,335

2021

Joliet, IL

536,897

3,011,274

536,897

3,011,274

3,548,171

137,647

2021

40 Years

Lakemoor, IL

987,967

987,967

987,967

2021

Lombard, IL

5,480,904

1,835

5,482,739

5,482,739

2021

Mount Prospect, IL

885,540

934

886,474

886,474

2021

Naperville, IL

3,973,788

12,799,047

3,973,788

12,799,047

16,772,835

399,593

2021

40 Years

Rockford, IL

563,262

1,471,698

563,262

1,471,698

2,034,960

64,154

2021

40 Years

Romeoville, IL

4,835,683

48,712

4,884,395

4,884,395

2021

Schiller Park, IL

2,585,445

21,801

2,607,246

2,607,246

2021

Sheffield, IL

217,455

998,824

2,249

217,455

1,001,073

1,218,528

27,066

2021

40 Years

South Chicago Heights, IL

205,849

1,452,724

205,849

1,452,724

1,658,573

51,431

2021

40 Years

South Elgin, IL

648,899

3,916,025

2,359

648,899

3,918,384

4,567,283

106,022

2021

40 Years

South Elgin, IL

985,408

2,746,744

500,000

985,408

3,246,744

4,232,152

87,623

2021

40 Years

Streator, IL

203,924

1,040,180

2,249

203,924

1,042,429

1,246,353

28,186

2021

40 Years

Westchester, IL

296,452

1,252,538

296,452

1,252,538

1,548,990

41,751

2021

40 Years

Westmont, IL

2,284,013

8,912,960

2,284,013

8,912,960

11,196,973

408,150

2021

40 Years

Bedford, IN

239,065

956,272

2,249

239,065

958,521

1,197,586

25,914

2021

40 Years

Brownsburg, IN

329,868

3,033,286

329,868

3,033,286

3,363,154

145,345

2021

40 Years

Fort Wayne, IN

329,123

1,521,763

10,771

329,123

1,532,534

1,861,657

41,390

2021

40 Years

Granger, IN

406,211

1,459,388

406,211

1,459,388

1,865,599

60,808

2021

40 Years

Indianapolis, IN

362,907

2,710,927

362,907

2,710,927

3,073,834

95,992

2021

40 Years

Atchison, KS

298,258

1,193,243

12,753

298,258

1,205,996

1,504,254

32,522

2021

40 Years

Kiowa, KS

20,642

1,469,150

31,316

20,642

1,500,466

1,521,108

43,382

2021

40 Years

Liberal, KS

418,695

6,919,579

418,695

6,919,579

7,338,274

245,048

2021

40 Years

Manhattan, KS

1,419,099

1,835

1,420,934

1,420,934

2021

Merriam, KS

1,688,893

6,844,926

1,688,893

6,844,926

8,533,819

299,318

2021

40 Years

Louisville, KY

1,716,439

10,797,925

25,114

1,716,439

10,823,039

12,539,478

270,419

2021

40 Years

Bossier City, LA

695,883

1,918,101

339

695,883

1,918,440

2,614,323

87,632

2021

40 Years

Chalmette, LA

1,041,287

1,521,346

1,041,287

1,521,346

2,562,633

47,426

2021

40 Years

Clinton, LA

164,982

1,057,099

164,982

1,057,099

1,222,081

50,653

2021

40 Years

Independence, LA

273,598

1,022,901

19,305

273,598

1,042,206

1,315,804

25,935

2021

40 Years

Lake Charles, LA

976,288

2,744,759

976,288

2,744,759

3,721,047

125,636

2021

40 Years

Pineville, LA

136,853

1,307,116

136,853

1,307,116

1,443,969

63,001

2021

40 Years

Walker, LA

90,393

1,383,507

90,393

1,383,507

1,473,900

51,801

2021

40 Years

Abington, MA

8,465,529

8,465,529

8,465,529

2021

Fall River, MA

721,506

5,380,883

721,506

5,380,883

6,102,389

223,957

2021

40 Years

Pittsfield, MA

1,514,648

16,947,554

1,514,648

16,947,554

18,462,202

564,902

2021

40 Years

Springfield, MA

4,451,982

4,451,982

4,451,982

2021

Baltimore, MD

1,393,361

2,819,672

12,398

1,393,361

2,832,070

4,225,431

76,589

2021

40 Years

Baltimore (Gwynn Oak), MD

1,225,061

1,225,061

1,225,061

2021

Bel Air, MD

499,309

499,309

499,309

2021

Dundalk, MD

746,235

1,564,948

746,235

1,564,948

2,311,183

78,033

2021

40 Years

Battle Creek, MI

101,794

1,083,512

101,794

1,083,512

1,185,306

40,403

2021

40 Years

Battle Creek, MI

271,928

1,143,856

1,835

271,928

1,145,691

1,417,619

30,993

2021

40 Years

Grand Rapids, MI

925,205

5,848,684

28,274

925,205

5,876,958

6,802,163

233,201

2021

40 Years

Lansing, MI

7,204,001

409

7,204,410

7,204,410

2021

Lansing, MI

4,285,184

822

4,286,006

4,286,006

2021

Okemos, MI

4,607,749

5,825,877

4,607,749

5,825,877

10,433,626

230,474

2021

40 Years

Saginaw, MI

285,004

896,731

8,898

285,004

905,629

1,190,633

22,585

2021

40 Years

Saginaw, MI

1,859,019

1,859,019

1,859,019

2021

Saginaw, MI

855,000

1,267,920

351,559

855,000

1,619,479

2,474,479

35,768

2021

40 Years

Sterling Heights, MI

484,463

2,991,098

99,795

484,463

3,090,893

3,575,356

127,570

2021

40 Years

Taylor, MI

403,176

1,862,968

403,176

1,862,968

2,266,144

69,765

2021

40 Years

Brooklyn Park, MN

2,386,951

2,002,599

2,386,951

2,002,599

4,389,550

91,786

2021

40 Years

Burnsville, MN

588,062

1,977,978

19,419

588,062

1,997,397

2,585,459

49,814

2021

40 Years

Fridley, MN

4,775,640

12,102

4,787,742

4,787,742

2021

Lakeville, MN

1,566,580

2,730,817

1,566,580

2,730,817

4,297,397

125,081

2021

40 Years

Oakdale, MN

4,800,338

12,814,387

4,800,338

12,814,387

17,614,725

560,378

2021

40 Years

Savage, MN

1,470,298

1,283,392

1,470,298

1,283,392

2,753,690

58,741

2021

40 Years

California, MO

62,996

1,479,867

62,996

1,479,867

1,542,863

61,593

2021

40 Years

Marshfield, MO

795,252

4,724,969

795,252

4,724,969

5,520,221

196,658

2021

40 Years

Pevely, MO

724,554

1,130,540

724,554

1,130,540

1,855,094

51,768

2021

40 Years

Sugar Creek, MO

488,219

1,038,408

488,219

1,038,408

1,526,627

43,198

2021

40 Years

Byhalia, MS

150,179

1,417,039

4,402

150,179

1,421,441

1,571,620

38,420

2021

40 Years

Byram, MS

5,279,846

10,832,879

5,279,846

10,832,879

16,112,725

428,668

2021

40 Years

Vicksburg, MS

705,202

825,075

705,202

825,075

1,530,277

25,688

2021

40 Years

F-55

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Sidney, MT

190,517

3,935,720

190,517

3,935,720

4,126,237

122,922

2021

40 Years

Cary, NC

1,972,755

1,972,755

1,972,755

2021

Cary, NC

810,927

810,927

810,927

2021

Charlotte, NC

1,344,585

1,344,585

1,344,585

2021

Denver, NC

199,637

1,323,072

199,637

1,323,072

1,522,709

52,348

2021

40 Years

Denver, NC

188,155

702,254

188,155

702,254

890,409

27,774

2021

40 Years

Garner, NC

545,483

2,714,833

545,483

2,714,833

3,260,316

130,086

2021

40 Years

Gastonia, NC

261,641

1,033,980

73,894

261,641

1,107,874

1,369,515

54,162

2021

40 Years

Hickory, NC

417,127

1,548,699

1,835

417,127

1,550,534

1,967,661

45,154

2021

40 Years

High Point, NC

367,561

1,427,032

75,554

367,561

1,502,586

1,870,147

73,870

2021

40 Years

Holly Springs, NC

1,298,760

1,298,760

1,298,760

2021

Holly Springs, NC

996,275

996,275

996,275

2021

Holly Springs, NC

1,200,518

1,200,518

1,200,518

2021

Holly Springs, NC

1,024,340

1,024,340

1,024,340

2021

Holly Springs, NC

1,405,020

1,405,020

1,405,020

2021

Holly Springs, NC

1,611,871

1,611,871

1,611,871

2021

Mt. Airy, NC

188,167

1,318,013

112,926

188,167

1,430,939

1,619,106

41,231

2021

40 Years

Statesville, NC

1,073,746

6,186,151

6,965

1,073,746

6,193,116

7,266,862

309,438

2021

40 Years

Statesville, NC

742,521

1,547,361

742,521

1,547,361

2,289,882

48,355

2021

40 Years

Wilmington, NC

1,387,879

1,387,879

1,387,879

2021

Bottineau, ND

680,781

2,851,784

22,313

680,781

2,874,097

3,554,878

77,647

2021

40 Years

Blair, NE

65,927

1,171,950

65,927

1,171,950

1,237,877

38,963

2021

40 Years

Crete, NE

283,765

4,583,875

1,835

283,765

4,585,710

4,869,475

133,635

2021

40 Years

Valentine, NE

30,526

1,276,252

2,500

30,526

1,278,752

1,309,278

34,581

2021

40 Years

Wayne, NE

24,660

1,211,103

24,660

1,211,103

1,235,763

40,268

2021

40 Years

Hooksett, NH

2,474,821

2,474,821

2,474,821

2021

Hooksett, NH

3,660,471

3,660,471

3,660,471

2021

Bellmawr, NJ

3,517,630

3,517,630

3,517,630

2021

East Hanover, NJ

2,424,060

153

2,424,213

2,424,213

2021

East Hanover, NJ

6,185,969

6,748,014

153

6,185,969

6,748,167

12,934,136

312,374

2021

40 Years

Eatontown, NJ

4,073,886

4,073,886

4,073,886

2021

Elizabeth, NJ

1,389,441

1,389,441

1,389,441

2021

Hammonton, NJ

4,231,954

4,231,954

4,231,954

2021

Lawrenceville, NJ

19,909

19,909

19,909

2021

Lawrenceville, NJ

12,118

12,118

12,118

2021

Lawrenceville, NJ

1,111,855

1,111,855

1,111,855

50,766

2021

40 Years

Lawrenceville, NJ

19,909

19,909

19,909

2021

Lawrenceville, NJ

19,909

19,909

19,909

2021

North Plainfield, NJ

1,189,310

1,655,062

1,189,310

1,655,062

2,844,372

72,321

2021

40 Years

Parsippany, NJ

4,683,017

4,683,017

4,683,017

2021

Parsippany, NJ

896,104

1,977,903

896,104

1,977,903

2,874,007

74,171

2021

40 Years

Parsippany, NJ

20,901,499

(76,427)

20,813,396

11,676

20,825,072

389

2021

40 Years

Pennsauken, NJ

3,731,685

3,731,685

3,731,685

2021

Randolph, NJ

3,550,608

3,550,608

3,550,608

2021

Upper Deerfield, NJ

194,607

1,729,659

12,085

194,607

1,741,744

1,936,351

57,864

2021

40 Years

Whippany, NJ

3,557,958

3,557,958

3,557,958

2021

Woodbine, NJ

354,591

1,545,735

354,591

1,545,735

1,900,326

77,072

2021

40 Years

Woodbridge, NJ

737,212

2,644,765

737,212

2,644,765

3,381,977

116,157

2021

40 Years

Albuquerque, NM

2,812,052

2,812,052

2,812,052

2021

Albuquerque, NM

433,221

1,163,623

433,221

1,163,623

1,596,844

43,500

2021

40 Years

Albuquerque, NM

698,506

3,183,377

22,723

698,506

3,206,100

3,904,606

86,641

2021

40 Years

Espanola, NM

5,630,895

1,835

5,632,730

5,632,730

2021

Kingston, NY

515,184

3,795,511

73,085

515,184

3,868,596

4,383,780

121,909

2021

40 Years

New Rochelle, NY

14,519,339

21,244,741

14,519,339

21,244,741

35,764,080

842,929

2021

40 Years

Niagara Falls, NY

353,653

6,062,345

353,653

6,062,345

6,415,998

265,041

2021

40 Years

North Babylon, NY

2,090,724

14,920

2,105,644

2,105,644

2021

Plattsburgh, NY

161,089

2,240,530

9,797

161,089

2,250,327

2,411,416

70,200

2021

40 Years

Rochester, NY

1,097,316

7,362,973

1,097,316

7,362,973

8,460,289

321,773

2021

40 Years

Scarsdale, NY

886,492

1,108,577

886,492

1,108,577

1,995,069

34,562

2021

40 Years

Wappingers Falls, NY

595,962

3,792,944

595,962

3,792,944

4,388,906

158,039

2021

40 Years

Bedford, OH

222,469

1,643,801

222,469

1,643,801

1,866,270

54,614

2021

40 Years

Canton, OH

289,416

1,625,007

4,402

289,416

1,629,409

1,918,825

44,053

2021

40 Years

Chesapeake, OH

314,084

2,102,730

96,500

314,084

2,199,230

2,513,314

103,870

2021

40 Years

Columbus, OH

1,009,008

1,009,008

1,009,008

2021

Dayton, OH

168,736

1,738,910

168,736

1,738,910

1,907,646

54,225

2021

40 Years

Fairview Park, OH

1,445,514

5,043,700

144,115

1,445,514

5,187,815

6,633,329

137,292

2021

40 Years

Gallipolis, OH

818,390

2,159,967

818,390

2,159,967

2,978,357

103,396

2021

40 Years

Geneva, OH

193,381

1,317,460

193,381

1,317,460

1,510,841

43,789

2021

40 Years

Groveport, OH

386,687

1,166,510

668

386,687

1,167,178

1,553,865

48,473

2021

40 Years

Hilliard, OH

1,030,560

1,030,560

1,030,560

2021

Hilliard, OH

1,152,478

1,152,478

1,152,478

2021

Hilliard, OH

1,041,080

1,041,080

1,041,080

2021

Hilliard, OH

707,910

(68)

707,842

707,842

2021

F-56

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Hilliard, OH

1,428,428

1,428,428

1,428,428

2021

Mentor, OH

484,808

2,222,441

10,947

484,808

2,233,388

2,718,196

55,766

2021

40 Years

Milford Center, OH

193,215

924,186

12,484

193,215

936,670

1,129,885

23,339

2021

40 Years

New Lexington, OH

670,811

2,171,553

670,811

2,171,553

2,842,364

103,951

2021

40 Years

Octa, OH

3,303,590

1,835

3,305,425

3,305,425

2021

Pataskala, OH

626,985

1,071,479

626,985

1,071,479

1,698,464

35,624

2021

40 Years

Reynoldsburg, OH

1,986,486

(38,413)

1,948,074

1,948,074

2021

Rocky River, OH

4,045,087

4,045,087

4,045,087

2021

Rocky River, OH

2,151,951

20,215

2,172,166

2,172,166

2021

Rocky River, OH

1,372,577

20,215

1,392,792

1,392,792

2021

Sidney, OH

45,594

1,562,442

45,594

1,562,442

1,608,036

51,990

2021

40 Years

Streetsboro, OH

199,026

975,438

10,947

199,026

986,385

1,185,411

24,591

2021

40 Years

Toledo, OH

4,839,262

6,842,158

4,839,262

6,842,158

11,681,420

270,702

2021

40 Years

Urbana, OH

4,690,277

6,963,348

4,690,277

6,963,348

11,653,625

275,499

2021

40 Years

Winchester, OH

259,544

1,236,805

4,402

259,544

1,241,207

1,500,751

33,539

2021

40 Years

Atoka, OK

335,303

3,504,781

335,303

3,504,781

3,840,084

109,455

2021

40 Years

Stillwater, OK

501,114

3,252,177

501,114

3,252,177

3,753,291

101,546

2021

40 Years

Tillamook, OR

1,491,707

5,261,299

1,491,707

5,261,299

6,753,006

197,229

2021

40 Years

Cranberry, PA

1,677,064

1,677,064

1,677,064

2021

Dunmore, PA

2,386,896

2,386,896

2,386,896

2021

Erie, PA

1,545,236

20,023,873

8,439

1,545,236

20,032,312

21,577,548

583,925

2021

40 Years

Greenville, PA

1,117,096

10,381,185

25,171

1,117,096

10,406,356

11,523,452

260,002

2021

40 Years

Harrisburg, PA

1,276,788

48,225

1,325,013

1,325,013

2021

Philadelphia, PA

547,237

1,503,662

547,237

1,503,662

2,050,899

65,707

2021

40 Years

Quakertown, PA

1,763,324

30,834

1,794,158

1,794,158

2021

West Mifflin, PA

1,275,400

1,275,400

1,275,400

2021

Anderson, SC

1,327,346

5,564,166

331,190

1,327,346

5,895,356

7,222,702

184,047

2021

40 Years

Bluffton, SC

473,900

3,740,291

473,900

3,740,291

4,214,191

116,774

2021

40 Years

Columbia, SC

307,888

2,411,359

307,888

2,411,359

2,719,247

75,284

2021

40 Years

Fort Mill, SC

1,675,276

5,987,483

29,822

1,675,276

6,017,305

7,692,581

175,194

2021

40 Years

Lancaster, SC

187,595

991,659

52,830

187,595

1,044,489

1,232,084

32,684

2021

40 Years

Olanta, SC

81,182

820,443

81,182

820,443

901,625

25,572

2021

40 Years

Sumter, SC

305,903

571,538

59,759

305,903

631,297

937,200

20,607

2021

40 Years

Pierre, SD

181,579

2,071,921

181,579

2,071,921

2,253,500

77,616

2021

40 Years

Watertown, SD

561,618

1,596,716

8,458

561,618

1,605,174

2,166,792

40,076

2021

40 Years

Antioch, TN

935,614

935,614

935,614

2021

Clarksville, TN

238,147

1,331,623

238,147

1,331,623

1,569,770

63,807

2021

40 Years

Crossville, TN

691,538

2,633,769

145,758

691,538

2,779,527

3,471,065

66,598

2021

40 Years

Hendersonville, TN

1,724,979

1,724,979

1,724,979

2021

Hermitage, TN

722,734

722,734

722,734

2021

Jackson, TN

1,730,483

3,100,154

2,500

1,730,483

3,102,654

4,833,137

96,739

2021

40 Years

Knoxville, TN

1,762,166

3,753,566

1,762,166

3,753,566

5,515,732

140,736

2021

40 Years

Lakesite, TN

834,052

999,412

834,052

999,412

1,833,464

43,651

2021

40 Years

Madison, TN

797,234

797,234

797,234

2021

Murfreesboro, TN

1,191,176

1,191,176

1,191,176

2021

Nashville, TN

669,035

669,035

669,035

2021

Smyrna, TN

2,059,771

2,059,771

2,059,771

2021

Amarillo, TX

1,479,874

3,920,015

30,414

1,479,874

3,950,429

5,430,303

114,674

2021

40 Years

Baytown, TX

5,245,019

13,452,319

5,245,019

13,452,319

18,697,338

532,354

2021

40 Years

Burleson, TX

1,899,691

1,955,961

1,899,691

1,955,961

3,855,652

81,471

2021

40 Years

Cypress, TX

621,351

621,351

621,351

2021

El Paso, TX

1,290,305

4,701,339

1,290,305

4,701,339

5,991,644

215,292

2021

40 Years

El Paso, TX

4,640,263

4,640,263

4,640,263

2021

Kerrville, TX

629,024

2,862,560

629,024

2,862,560

3,491,584

107,346

2021

40 Years

Midland, TX

3,506,179

1,938,388

3,506,179

1,938,388

5,444,567

72,666

2021

40 Years

Monahans, TX

783,242

2,930,495

2,500

783,242

2,932,995

3,716,237

73,309

2021

40 Years

Odessa, TX

2,378,043

1,905,793

2,378,043

1,905,793

4,283,836

71,443

2021

40 Years

Odessa, TX

2,256,629

1,689,906

2,256,629

1,689,906

3,946,535

63,347

2021

40 Years

Odessa, TX

2,365,571

1,566,637

2,365,571

1,566,637

3,932,208

58,725

2021

40 Years

Richmond, TX

478,530

2,624,852

478,530

2,624,852

3,103,382

92,944

2021

40 Years

Shenandoah, TX

2,293,709

2,293,709

2,293,709

2021

Spring, TX

1,886,748

1,930,279

1,886,748

1,930,279

3,817,027

64,343

2021

40 Years

Texarkana, TX

1,312,692

2,124,343

142

1,312,692

2,124,485

3,437,177

92,172

2021

40 Years

White Oak, TX

120,160

1,224,831

468

120,160

1,225,299

1,345,459

45,689

2021

40 Years

Orem, UT

764,062

2,054,014

764,062

2,054,014

2,818,076

98,422

2021

40 Years

Charlottesville, VA

1,364,219

1,364,219

1,364,219

2021

Chester, VA

646,751

4,938,519

646,751

4,938,519

5,585,270

215,978

2021

40 Years

Lynchburg, VA

2,102,839

6,892,262

2,102,839

6,892,262

8,995,101

300,938

2021

40 Years

Manassas, VA

3,659,187

3,746,418

3,659,187

3,746,418

7,405,605

156,101

2021

40 Years

Newport News, VA

287,461

2,086,888

11,461

287,461

2,098,349

2,385,810

52,387

2021

40 Years

Wytheville, VA

450,045

450,045

450,045

2021

Lakewood, WA

788,705

2,937,767

788,705

2,937,767

3,726,472

110,245

2021

40 Years

Port Angeles, WA

476,652

5,940,135

476,652

5,940,135

6,416,787

215,624

2021

40 Years

F-57

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Puyallup, WA

1,626,445

2,757,598

1,626,445

2,757,598

4,384,043

103,285

2021

40 Years

Roy, WA

327,278

1,862,388

327,278

1,862,388

2,189,666

69,789

2021

40 Years

Antigo, WI

150,406

907,287

1,835

150,406

909,122

1,059,528

26,396

2021

40 Years

Brown Deer, WI

413,053

2,893,299

25,989

413,053

2,919,288

3,332,341

72,820

2021

40 Years

Eau Claire, WI

2,897,122

6,600,361

2,897,122

6,600,361

9,497,483

288,804

2021

40 Years

Milwaukee, WI

63,728

1,834,352

63,728

1,834,352

1,898,080

64,909

2021

40 Years

Sheboygan, WI

373,040

3,470,250

8,476

373,040

3,478,726

3,851,766

101,310

2021

40 Years

Athens, WV

416,517

1,472,494

416,517

1,472,494

1,889,011

70,455

2021

40 Years

Beckley, WV

663,138

2,263,526

663,138

2,263,526

2,926,664

109,676

2021

40 Years

Buckhannon, WV

469,129

1,853,528

151,900

469,129

2,005,428

2,474,557

93,776

2021

40 Years

Elkins, WV

397,225

1,832,516

397,225

1,832,516

2,229,741

87,706

2021

40 Years

Huntington, WV

447,207

1,851,268

447,207

1,851,268

2,298,475

89,641

2021

40 Years

Huntington, WV

572,162

1,386,007

572,162

1,386,007

1,958,169

67,140

2021

40 Years

Princeton, WV

778,229

2,357,830

778,229

2,357,830

3,136,059

112,877

2021

40 Years

Princeton, WV

233,205

1,245,497

233,205

1,245,497

1,478,702

44,091

2021

40 Years

Bessemer, AL

319,436

1,007,258

319,436

1,007,258

1,326,694

18,886

2022

40 Years

Blountsville, AL

231,165

1,316,448

231,165

1,316,448

1,547,613

5,124

2022

40 Years

Clayton, AL

305,323

1,199,107

305,323

1,199,107

1,504,430

4,692

2022

40 Years

Foley, AL

876,745

1,662,760

876,745

1,662,760

2,539,505

14,326

2022

40 Years

Grant, AL

77,433

1,188,768

77,433

1,188,768

1,266,201

4,801

2022

40 Years

Hoover, AL

1,548,554

1,351,397

1,548,554

1,351,397

2,899,951

1,550

2022

40 Years

Madison, AL

1,317,052

1,381,193

1,317,052

1,381,193

2,698,245

4,711

2022

40 Years

Mobile, AL

81,304

1,526,990

81,304

1,526,990

1,608,294

20,952

2022

40 Years

Talladega, AL

903,998

2,044,842

903,998

2,044,842

2,948,840

2,294

2022

40 Years

Springdale, AR

568,164

3,133,875

568,164

3,133,875

3,702,039

58,760

2022

40 Years

Coal Hill, AR

134,620

1,378,371

134,620

1,378,371

1,512,990

15,643

2022

40 Years

Conway, AR

357,768

2,955,854

357,768

2,955,854

3,313,621

24,101

2022

40 Years

Fort Smith, AR

50,300

2,378,776

50,300

2,378,776

2,429,076

29,652

2022

40 Years

Lincoln, AR

318,811

1,269,472

318,811

1,269,472

1,588,283

1,639

2022

40 Years

Little Rock, AR

369,985

4,260,606

369,985

4,260,606

4,630,591

53,175

2022

40 Years

Pine Bluff, AR

216,373

391,093

216,373

391,093

607,465

4,889

2022

40 Years

Russellville, AR

176,925

481,057

176,925

481,057

657,981

5,930

2022

40 Years

Springdale, AR

1,333,032

2,929,959

1,333,032

2,929,959

4,262,990

36,542

2022

40 Years

Glendale, AZ

3,552,730

3,229,514

3,552,730

3,229,514

6,782,244

12,180

2022

40 Years

Phoenix, AZ

1,393,147

3,822,282

1,393,147

3,822,282

5,215,428

47,696

2022

40 Years

Tolleson, AZ

2,091,545

4,359,819

2,091,545

4,359,819

6,451,364

15,199

2022

40 Years

Bakersfield, CA

1,205,283

3,010,596

1,205,283

3,010,596

4,215,880

3,892

2022

40 Years

La Cañada, CA

1,921,417

457,495

1,921,417

457,495

2,378,912

5,636

2022

40 Years

Ontario, CA

3,173,695

2,567,059

3,173,695

2,567,059

5,740,754

32,005

2022

40 Years

Riverside, CA

3,081,078

14,365,552

3,081,078

14,365,552

17,446,630

163,283

2022

40 Years

Stockton, CA

1,275,187

945,420

1,275,187

945,420

2,220,607

18,593

2022

40 Years

Turlock, CA

487,463

2,212,222

487,463

2,212,222

2,699,685

7,893

2022

40 Years

Turlock, CA

1,200,474

4,510,849

1,200,474

4,510,849

5,711,323

15,271

2022

40 Years

Turlock, CA

1,086,480

5,124,804

1,086,480

5,124,804

6,211,284

21,504

2022

40 Years

Vallejo, CA

2,769,671

2,513,905

2,769,671

2,513,905

5,283,576

37,412

2022

40 Years

Windsor Hill, CA

3,332,206

2,100,596

3,332,206

2,100,596

5,432,803

23,072

2022

40 Years

Middletown, CT

2,143,995

2,943,499

2,143,995

2,943,499

5,087,494

67,143

2022

40 Years

Waterbury, CT

972,505

2,058,031

972,505

2,058,031

3,030,536

21,776

2022

40 Years

West Hartford, CT

852,020

5,066,206

852,020

5,066,206

5,918,226

79,724

2022

40 Years

West Hartford, CT

4,044,465

14,245,446

4,044,465

14,245,446

18,289,911

220,161

2022

40 Years

Wethersfield, CT

553,394

1,132,300

553,394

1,132,300

1,685,694

14,154

2022

40 Years

Wethersfield, CT

933,446

1,502,866

933,446

1,502,866

2,436,312

18,620

2022

40 Years

Millsboro, DE

6,857,716

6,857,716

6,857,716

2022

Ocala, FL

204,589

1,703,533

204,589

1,703,533

1,908,123

31,941

2022

40 Years

Palm Coast, FL

479,504

984,850

479,504

984,850

1,464,354

22,497

2022

40 Years

Panama City, FL

1,998,986

1,409,662

1,998,986

1,409,662

3,408,648

26,431

2022

40 Years

Sanford, FL

3,590,819

2,515,568

3,590,819

2,515,568

6,106,387

47,167

2022

40 Years

Trenton, FL

430,460

2,288,147

430,460

2,288,147

2,718,607

42,903

2022

40 Years

Chiefland, FL

489,309

1,306,132

489,309

1,306,132

1,795,442

14,845

2022

40 Years

Coral Gables, FL

3,127,647

272,255

3,127,647

272,255

3,399,902

3,320

2022

40 Years

Crestview, FL

961,109

1,044,147

961,109

1,044,147

2,005,256

8,639

2022

40 Years

Destin, FL

1,830,319

780,173

1,830,319

780,173

2,610,492

2,664

2022

40 Years

Gainesville, FL

1,173,553

517,450

1,173,553

517,450

1,691,003

6,385

2022

40 Years

Gainesville, FL

2,544,415

5,881,080

2,544,415

5,881,080

8,425,496

7,443

2022

40 Years

Hollywood, FL

927,500

1,351,709

927,500

1,351,709

2,279,210

16,813

2022

40 Years

Homestead, FL

1,021,155

735,752

1,021,155

735,752

1,756,908

9,114

2022

40 Years

Jacksonville Beach, FL

1,130,336

991,755

1,130,336

991,755

2,122,091

12,314

2022

40 Years

Jacksonville, FL

1,057,416

1,007,440

1,057,416

1,007,440

2,064,855

12,593

2022

40 Years

Jacksonville, FL

1,185,978

1,025,426

1,185,978

1,025,426

2,211,404

12,818

2022

40 Years

Jacksonville, FL

235,155

3,784,135

235,155

3,784,135

4,019,291

47,302

2022

40 Years

Jacksonville, FL

216,803

1,400,601

216,803

1,400,601

1,617,404

17,200

2022

40 Years

Jacksonville, FL

415,780

1,668,994

415,780

1,668,994

2,084,775

13,609

2022

40 Years

Lake Butler, FL

503,163

1,360,333

503,163

1,360,333

1,863,495

14,261

2022

40 Years

F-58

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Marco Island, FL

1,350,573

504,251

1,350,573

504,251

1,854,824

715

2022

40 Years

Melbourne, FL

653,912

961,132

653,912

961,132

1,615,044

7,815

2022

40 Years

Miami, FL

2,700,553

1,142,400

2,700,553

1,142,400

3,842,953

14,197

2022

40 Years

North Palm Beach, FL

662,025

950,514

662,025

950,514

1,612,539

11,799

2022

40 Years

Pensacola, FL

536,059

1,628,848

536,059

1,628,848

2,164,907

6,001

2022

40 Years

Tallahassee, FL

336,533

2,677,778

336,533

2,677,778

3,014,311

2,789

2022

40 Years

Vero Beach, FL

1,037,380

1,397,227

1,037,380

1,397,227

2,434,607

17,382

2022

40 Years

West Palm Beach, FL

2,925,553

264,350

2,925,553

264,350

3,189,902

3,221

2022

40 Years

Winter Springs, FL

1,606,141

873,427

1,606,141

873,427

2,479,568

10,835

2022

40 Years

New Port Richey, FL

791,096

2,857,431

791,096

2,857,431

3,648,526

20,824

2022

40 Years

Calhoun, GA

370,237

1,896,447

370,237

1,896,447

2,266,684

43,370

2022

40 Years

Chula, GA

316,673

949,483

316,673

949,483

1,266,156

21,668

2022

40 Years

Perry, GA

567,281

11,880,078

567,281

11,880,078

12,447,359

222,463

2022

40 Years

Surrency, GA

399,599

853,287

399,599

853,287

1,252,886

19,476

2022

40 Years

Swainsboro, GA

113,339

2,874,987

113,339

2,874,987

2,988,327

53,906

2022

40 Years

Augusta, GA

72,851

1,604,212

72,851

1,604,212

1,677,062

19,970

2022

40 Years

Augusta, GA

199,100

1,794,406

199,100

1,794,406

1,993,507

14,653

2022

40 Years

Bremen, GA

203,102

5,264,118

203,102

5,264,118

5,467,220

41,141

2022

40 Years

Canton, GA

3,078,088

6,862,199

3,078,088

6,862,199

9,940,288

64,139

2022

40 Years

Dawsonville, GA

264,759

1,005,563

264,759

1,005,563

1,270,322

3,584

2022

40 Years

Edison, GA

397,493

1,253,203

397,493

1,253,203

1,650,697

1,614

2022

40 Years

Hephzibah, GA

109,510

1,460,599

109,510

1,460,599

1,570,109

12,899

2022

40 Years

Newman, GA

1,619,186

5,272,513

1,619,186

5,272,513

6,891,699

43,030

2022

40 Years

Pooler, GA

736,451

2,777,892

736,451

2,777,892

3,514,344

39,397

2022

40 Years

Statesboro, GA

723,713

1,146,114

723,713

1,146,114

1,869,827

9,470

2022

40 Years

Bettendorf, IA

1,314,298

3,229,705

1,314,298

3,229,705

4,544,003

4,310

2022

40 Years

Bettendorf, IA

280,575

1,114,056

280,575

1,114,056

1,394,631

1,238

2022

40 Years

Bettendorf, IA

248,576

248,576

248,576

2022

Corning, IA

30,145

1,365,946

30,145

1,365,946

1,396,091

11,243

2022

40 Years

Fredericksburg, IA

30,004

1,280,340

30,004

1,280,340

1,310,343

10,446

2022

40 Years

Weiser, ID

76,942

1,488,028

76,942

1,488,028

1,564,969

5,186

2022

40 Years

Hainesville, IL

3,130,195

1,216,373

3,130,195

1,216,373

4,346,569

30,258

2022

40 Years

O'Fallon, IL

893,771

2,322,875

893,771

2,322,875

3,216,645

53,112

2022

40 Years

Plainfield, IL

634,629

959,057

634,629

959,057

1,593,685

17,930

2022

40 Years

Bellwood, IL

1,441,254

1,441,254

1,441,254

2022

Calumet City, IL

434,232

939,480

434,232

939,480

1,373,712

1,103

2022

40 Years

Chicago, IL

673,631

950,418

673,631

950,418

1,624,049

7,212

2022

40 Years

Cicero, IL

371,928

1,410,440

371,928

1,410,440

1,782,369

11,199

2022

40 Years

Elgin, IL

860,328

1,964,892

860,328

1,964,892

2,825,220

10,663

2022

40 Years

Franklin Park, IL

444,444

1,411,881

444,444

1,411,881

1,856,325

5,020

2022

40 Years

Hoffman Estates, IL

529,309

3,946,239

529,309

3,946,239

4,475,548

5,330

2022

40 Years

Lansing, IL

200,857

2,082,566

200,857

2,082,566

2,283,423

16,097

2022

40 Years

Lynwood, IL

97,956

1,148,587

97,956

1,148,587

1,246,542

1,357

2022

40 Years

Markham, IL

2,638,402

2,638,402

2,638,402

2022

Naperville, IL

3,749,690

3,749,690

3,749,690

2022

Pecatonica, IL

187,658

1,302,630

187,658

1,302,630

1,490,288

1,542

2022

40 Years

Romeoville, IL

3,564,144

3,088,724

3,564,144

3,088,724

6,652,868

23,304

2022

40 Years

Round Lake Beach, IL

625,866

2,657,522

625,866

2,657,522

3,283,389

3,621

2022

40 Years

Roxana, IL

391,797

1,575,658

391,797

1,575,658

1,967,455

2,049

2022

40 Years

South Elgin, IL

618,840

2,908,118

618,840

2,908,118

3,526,957

3,250

2022

40 Years

Tinley Park, IL

408,954

1,262,396

408,954

1,262,396

1,671,350

18,627

2022

40 Years

Waukegan, IL

883,882

1,323,127

883,882

1,323,127

2,207,009

1,464

2022

40 Years

Greenfield, IN

366,213

651,652

366,213

651,652

1,017,865

12,085

2022

40 Years

Winchester, IN

91,925

2,351,576

91,925

2,351,576

2,443,500

53,540

2022

40 Years

Attica, IN

475,447

1,730,232

475,447

1,730,232

2,205,680

1,956

2022

40 Years

Boswell, IN

78,218

1,268,380

78,218

1,268,380

1,346,598

10,391

2022

40 Years

DeMotte, IN

421,240

1,318,829

421,240

1,318,829

1,740,069

15,156

2022

40 Years

Evansville, IN

140,334

810,428

140,334

810,428

950,762

16,877

2022

40 Years

Indianapolis, IN

432,264

3,657,559

432,264

3,657,559

4,089,823

3,810

2022

40 Years

Kentland, IN

60,638

1,336,242

60,638

1,336,242

1,396,881

4,736

2022

40 Years

Merrillville, IN

202,967

1,406,373

202,967

1,406,373

1,609,340

7,940

2022

40 Years

Switz City, IN

78,568

1,355,225

78,568

1,355,225

1,433,793

11,096

2022

40 Years

Lansing, KS

626,782

2,546,877

626,782

2,546,877

3,173,659

52,985

2022

40 Years

Goddard, KS

590,138

3,000,737

590,138

3,000,737

3,590,874

11,443

2022

40 Years

Kansas City, KS

175,008

624,234

175,008

624,234

799,243

7,720

2022

40 Years

Lawrence, KS

1,205,052

1,279,300

1,205,052

1,279,300

2,484,353

13,684

2022

40 Years

Topeka, KS

1,434,423

1,434,423

1,434,423

2022

Wichita, KS

419,468

1,034,134

419,468

1,034,134

1,453,601

3,510

2022

40 Years

Edmonton, KY

298,674

2,629,815

298,674

2,629,815

2,928,489

49,254

2022

40 Years

Brandenburg, KY

729,975

1,751,191

729,975

1,751,191

2,481,167

20,651

2022

40 Years

Coldiron, KY

318,829

1,298,446

318,829

1,298,446

1,617,275

1,673

2022

40 Years

Louisville, KY

356,816

1,154,276

356,816

1,154,276

1,511,092

1,289

2022

40 Years

Morganfield, KY

85,769

1,298,550

85,769

1,298,550

1,384,319

11,729

2022

40 Years

F-59

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Baton Rouge, LA

1,198,858

3,163,251

1,198,858

3,163,251

4,362,110

65,813

2022

40 Years

Donaldsonville, LA

1,007,428

2,228,224

1,007,428

2,228,224

3,235,652

41,779

2022

40 Years

Gretna, LA

636,981

3,081,276

636,981

3,081,276

3,718,257

57,874

2022

40 Years

Plain Dealing, LA

120,709

1,234,522

120,709

1,234,522

1,355,231

22,769

2022

40 Years

Bogalusa, LA

2,009,203

2,772,165

2,009,203

2,772,165

4,781,368

51,978

2022

40 Years

Campti, LA

146,784

1,068,283

146,784

1,068,283

1,215,067

12,947

2022

40 Years

Center Point, LA

9,988

991,058

9,988

991,058

1,001,046

12,192

2022

40 Years

Denham Springs, LA

261,591

1,084,538

261,591

1,084,538

1,346,129

1,321

2022

40 Years

Erwinville, LA

146,236

575,669

146,236

575,669

721,905

6,428

2022

40 Years

Lafayette/Scott, LA

350,159

1,102,175

350,159

1,102,175

1,452,334

3,997

2022

40 Years

Livingston, LA

362,592

952,241

362,592

952,241

1,314,834

1,158

2022

40 Years

Minden, LA

126,902

969,983

126,902

969,983

1,096,885

15,676

2022

40 Years

Montegut, LA

479,549

913,248

479,549

913,248

1,392,797

1,119

2022

40 Years

Morganza, LA

213,888

1,108,087

213,888

1,108,087

1,321,975

1,337

2022

40 Years

New Iberia, LA

314,985

1,072,523

314,985

1,072,523

1,387,508

1,315

2022

40 Years

St. Martinville, LA

415,223

1,056,403

415,223

1,056,403

1,471,626

3,818

2022

40 Years

Danvers, MA

6,043,876

6,043,876

6,043,876

2022

Leominster, MA

1,975,829

5,144,054

1,975,829

5,144,054

7,119,883

70,115

2022

40 Years

Saugus, MA

3,927,594

1,374,841

3,927,594

1,374,841

5,302,435

1,968

2022

40 Years

Worcester, MA

7,944,877

7,944,877

7,944,877

2022

Boonsboro, MD

689,063

1,248,800

689,063

1,248,800

1,937,862

23,415

2022

40 Years

Cumberland, MD

485,641

1,377,264

485,641

1,377,264

1,862,904

25,824

2022

40 Years

Germantown, MD

4,341,903

1,717,868

4,341,903

1,717,868

6,059,770

39,277

2022

40 Years

Hagerstown, MD

599,602

1,224,097

599,602

1,224,097

1,823,699

22,915

2022

40 Years

Joppa, MD

1,911,100

2,626,946

1,911,100

2,626,946

4,538,047

61,595

2022

40 Years

Lonaconing, MD

440,782

1,388,381

440,782

1,388,381

1,829,163

26,032

2022

40 Years

Rockville, MD

4,685,563

1,554,020

4,685,563

1,554,020

6,239,583

35,522

2022

40 Years

Westover, MD

167,135

1,304,045

167,135

1,304,045

1,471,181

29,794

2022

40 Years

Glen Burnie, MD

1,090,535

1,090,535

1,090,535

2022

Glen Burnie, MD

1,709,572

1,709,572

1,709,572

2022

Timonium, MD

5,253,016

9,838,428

5,253,016

9,838,428

15,091,443

188,548

2022

40 Years

Van Buren, ME

82,988

1,175,321

82,988

1,175,321

1,258,310

29,241

2022

40 Years

DeWitt, MI

440,264

1,732,240

440,264

1,732,240

2,172,504

32,284

2022

40 Years

Whitmore Lake, MI

2,197,350

2,197,350

2,197,350

2022

Lenox, MI

107,860

1,244,579

107,860

1,244,579

1,352,439

25,886

2022

40 Years

St. Helen, MI

70,353

1,396,479

70,353

1,396,479

1,466,831

29,093

2022

40 Years

Boyne City, MI

486,215

3,184,228

486,215

3,184,228

3,670,443

25,659

2022

40 Years

Brimley, MI

62,229

820,252

62,229

820,252

882,481

12,216

2022

40 Years

Clawson, MI

860,422

1,382,251

860,422

1,382,251

2,242,673

10,766

2022

40 Years

Davisburg, MI

120,838

1,515,277

120,838

1,515,277

1,636,115

12,103

2022

40 Years

East China, MI

59,309

1,577,989

59,309

1,577,989

1,637,298

12,784

2022

40 Years

Grandville, MI

706,193

7,506,131

706,193

7,506,131

8,212,324

9,417

2022

40 Years

Grandville, MI

3,938,089

4,173,417

3,938,089

4,173,417

8,111,505

4,347

2022

40 Years

Grayling, MI

101,381

1,355,174

101,381

1,355,174

1,456,555

11,212

2022

40 Years

Kingsford Heights, MI

201,983

1,408,945

201,983

1,408,945

1,610,928

11,529

2022

40 Years

Lake Orion, MI

508,462

1,373,650

508,462

1,373,650

1,882,112

5,240

2022

40 Years

Lansing, MI

908,568

793,444

908,568

793,444

1,702,012

15,645

2022

40 Years

Lincoln Park, MI

335,839

1,255,710

335,839

1,255,710

1,591,549

1,388

2022

40 Years

Marquette, MI

209,677

2,188,590

209,677

2,188,590

2,398,267

7,348

2022

40 Years

Midland, MI

71,784

1,569,727

71,784

1,569,727

1,641,511

12,751

2022

40 Years

Montrose, MI

97,689

1,934,430

97,689

1,934,430

2,032,119

2,524

2022

40 Years

Novi, MI

2,090,447

18,266,009

2,090,447

18,266,009

20,356,456

230,735

2022

40 Years

Otter Lake, MI

154,390

1,405,532

154,390

1,405,532

1,559,922

11,615

2022

40 Years

Sault Ste Marie, MI

239,906

1,007,077

239,906

1,007,077

1,246,983

15,194

2022

40 Years

Sebewaing, MI

60,259

1,452,542

60,259

1,452,542

1,512,801

29,315

2022

40 Years

Walker, MI

2,527,449

3,983,896

2,527,449

3,983,896

6,511,345

4,150

2022

40 Years

Weidman, MI

67,968

1,400,386

67,968

1,400,386

1,468,353

1,779

2022

40 Years

Wyoming, MI

3,194,618

4,816,878

3,194,618

4,816,878

8,011,495

5,018

2022

40 Years

Eagan, MN

1,297,596

2,033,325

1,297,596

2,033,325

3,330,921

38,065

2022

40 Years

Maple Grove, MN

760,163

9,863,462

760,163

9,863,462

10,623,624

11,587

2022

40 Years

Mora, MN

19,524

1,272,308

19,524

1,272,308

1,291,832

10,359

2022

40 Years

Winona, MN

1,562,225

6,867,512

1,562,225

6,867,512

8,429,737

85,761

2022

40 Years

Farmington, MO

314,078

2,423,544

314,078

2,423,544

2,737,622

50,389

2022

40 Years

Excelsior Springs, MO

78,699

1,265,762

78,699

1,265,762

1,344,461

4,501

2022

40 Years

Freeburg, MO

72,490

1,213,203

72,490

1,213,203

1,285,694

10,167

2022

40 Years

Helena, MO

67,324

1,237,062

67,324

1,237,062

1,304,386

4,386

2022

40 Years

Jefferson City, MO

1,195,039

3,759,032

1,195,039

3,759,032

4,954,071

5,592

2022

40 Years

Joplin, MO

441,710

2,041,893

441,710

2,041,893

2,483,603

25,441

2022

40 Years

Joplin, MO

108,268

1,980,280

108,268

1,980,280

2,088,548

6,723

2022

40 Years

Lake Lafayette, MO

106,627

1,178,416

106,627

1,178,416

1,285,043

4,215

2022

40 Years

Lincoln, MO

138,746

1,413,644

138,746

1,413,644

1,552,391

16,569

2022

40 Years

Springfield, MO

1,001,257

5,420,536

1,001,257

5,420,536

6,421,792

67,674

2022

40 Years

Clarksdale, MS

111,726

1,299,141

111,726

1,299,141

1,410,866

29,681

2022

40 Years

F-60

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

De Kalb, MS

111,394

981,026

111,394

981,026

1,092,421

18,117

2022

40 Years

Tupelo, MS

443,321

3,834,665

443,321

3,834,665

4,277,986

71,900

2022

40 Years

Ashland, MS

38,697

1,427,252

38,697

1,427,252

1,465,949

28,662

2022

40 Years

Baldwyn, MS

29,404

908,970

29,404

908,970

938,373

19,656

2022

40 Years

Belzoni, MS

67,668

1,137,472

67,668

1,137,472

1,205,140

26,061

2022

40 Years

Cleveland, MS

5,635,242

5,635,242

5,635,242

41,090

2022

40 Years

Dora, MS

77,349

1,277,800

77,349

1,277,800

1,355,149

4,534

2022

40 Years

Edinburg - Carthage, MS

114,642

1,291,451

114,642

1,291,451

1,406,094

11,855

2022

40 Years

Ellisville, MS

313,192

1,053,746

313,192

1,053,746

1,366,938

1,278

2022

40 Years

Greenville, MS

193,378

1,282,104

193,378

1,282,104

1,475,482

1,552

2022

40 Years

Richland, MS

851,944

8,905,221

851,944

8,905,221

9,757,165

64,928

2022

40 Years

Sardis, MS

362,033

816,187

362,033

816,187

1,178,220

10,584

2022

40 Years

Silver Creek, MS

307,453

1,045,870

307,453

1,045,870

1,353,323

1,271

2022

40 Years

Southaven, MS

212,377

1,962,757

212,377

1,962,757

2,175,134

7,012

2022

40 Years

Aulander, NC

195,098

984,103

195,098

984,103

1,179,201

22,462

2022

40 Years

Fayetteville, NC

1,605,366

2,566,208

1,605,366

2,566,208

4,171,574

62,750

2022

40 Years

Garner, NC

2,718,172

2,763,915

2,718,172

2,763,915

5,482,087

63,249

2022

40 Years

Garner, NC

874,423

1,550,116

874,423

1,550,116

2,424,540

29,969

2022

40 Years

Greenville, NC

243,002

2,160,494

243,002

2,160,494

2,403,496

49,421

2022

40 Years

Kings Mountain, NC

509,102

2,258,512

509,102

2,258,512

2,767,614

51,259

2022

40 Years

Roxboro, NC

256,768

1,218,469

256,768

1,218,469

1,475,236

27,833

2022

40 Years

Southern Pines, NC

805,577

1,231,351

805,577

1,231,351

2,036,927

23,088

2022

40 Years

Angier, NC

672,850

1,349,207

672,850

1,349,207

2,022,057

10,705

2022

40 Years

Asheboro, NC

1,562,706

17,355,572

1,562,706

17,355,572

18,918,279

307,672

2022

40 Years

Castalia, NC

139,549

1,366,925

139,549

1,366,925

1,506,473

5,300

2022

40 Years

Concord, NC

1,289,337

15,972,978

1,289,337

15,972,978

17,262,315

285,954

2022

40 Years

Flat Rock, NC

150,439

846,253

150,439

846,253

996,692

6,816

2022

40 Years

North Wilkesboro, NC

148,134

1,013,906

148,134

1,013,906

1,162,040

1,389

2022

40 Years

Salisbury, NC

571,426

3,687,049

571,426

3,687,049

4,258,475

46,005

2022

40 Years

Statesville, NC

1,159,344

2,580,515

1,159,344

2,580,515

3,739,860

22,324

2022

40 Years

Tabor City, NC

20,939

1,495,256

20,939

1,495,256

1,516,195

1,896

2022

40 Years

Wilkesboro, NC

509,859

2,478,770

509,859

2,478,770

2,988,628

57,685

2022

40 Years

Windsor, NC

175,633

1,346,774

175,633

1,346,774

1,522,406

12,003

2022

40 Years

Winton - Salem, NC

1,772,410

6,666,783

1,772,410

6,666,783

8,439,193

114,162

2022

40 Years

West Fargo, ND

722,425

776,925

722,425

776,925

1,499,349

14,496

2022

40 Years

Lincoln, NE

2,350,709

11,189,814

2,350,709

11,189,814

13,540,523

209,809

2022

40 Years

Chappell, NE

228,961

1,027,400

228,961

1,027,400

1,256,361

1,242

2022

40 Years

Juniata, NE

90,602

1,127,483

90,602

1,127,483

1,218,085

1,370

2022

40 Years

Pleasantville, NJ

872,737

4,130,042

872,737

4,130,042

5,002,780

77,338

2022

40 Years

Wrightstown, NJ

5,051,058

5,051,058

5,051,058

2022

Deptford, NJ

4,637,926

10,426,984

4,637,926

10,426,984

15,064,910

185,042

2022

40 Years

Galloway, NJ

258,312

1,774,767

258,312

1,774,767

2,033,079

2,049

2022

40 Years

Mullica Hill, NJ

648,435

1,265,179

648,435

1,265,179

1,913,614

1,474

2022

40 Years

Newfield, NJ

278,914

1,624,710

278,914

1,624,710

1,903,624

1,862

2022

40 Years

Toms River, NJ

1,785,123

835,695

1,785,123

835,695

2,620,818

937

2022

40 Years

Vineland, NJ

833,473

833,473

833,473

2022

Wayne, NJ

3,162,613

3,288,907

3,162,613

3,288,907

6,451,520

58,048

2022

40 Years

Turnersville, NJ

1,795,330

2,978,086

1,795,330

2,978,086

4,773,416

15,965

2022

40 Years

Santa Fe, NM

835,775

1,151,399

835,775

1,151,399

1,987,174

23,940

2022

40 Years

Las Cruces, NM

598,909

4,180,398

598,909

4,180,398

4,779,307

62,301

2022

40 Years

Tse Bonito, NM

126,882

1,633,674

126,882

1,633,674

1,760,555

9,087

2022

40 Years

South Corning, NY

120,453

1,623,218

120,453

1,623,218

1,743,670

34,311

2022

40 Years

Schenectady, NY

393,418

2,018,314

393,418

2,018,314

2,411,732

37,553

2022

40 Years

Bergen, NY

92,953

916,917

92,953

916,917

1,009,871

19,383

2022

40 Years

Buffalo, NY

927,338

403,208

927,338

403,208

1,330,545

4,957

2022

40 Years

Canandaigua, NY

91,579

1,470,852

91,579

1,470,852

1,562,431

30,137

2022

40 Years

Canastota, NY

108,348

1,371,590

108,348

1,371,590

1,479,938

1,615

2022

40 Years

Elmira, NY

41,281

915,575

41,281

915,575

956,856

11,362

2022

40 Years

Frankfort, NY

317,533

1,167,754

317,533

1,167,754

1,485,287

1,397

2022

40 Years

Friendship, NY

97,367

1,295,401

97,367

1,295,401

1,392,768

5,009

2022

40 Years

Hastings, NY

68,941

1,285,557

68,941

1,285,557

1,354,498

1,531

2022

40 Years

Liverpool, NY

527,708

1,268,846

527,708

1,268,846

1,796,554

15,387

2022

40 Years

Medford, NY

695,815

2,164,666

695,815

2,164,666

2,860,481

35,343

2022

40 Years

Newport, NY

108,474

1,359,693

108,474

1,359,693

1,468,167

1,603

2022

40 Years

North Rose, NY

86,206

1,320,796

86,206

1,320,796

1,407,002

4,593

2022

40 Years

Red Creek, NY

39,875

1,347,504

39,875

1,347,504

1,387,380

1,596

2022

40 Years

Riverhead, NY

538,226

1,569,184

538,226

1,569,184

2,107,410

25,255

2022

40 Years

Rochester, NY

455,606

1,080,523

455,606

1,080,523

1,536,129

25,134

2022

40 Years

Rochester, NY

182,135

1,927,563

182,135

1,927,563

2,109,699

43,378

2022

40 Years

Sennett, NY

2,400,380

6,427,546

2,400,380

6,427,546

8,827,927

7,727

2022

40 Years

Star Lake, NY

195,082

1,238,915

195,082

1,238,915

1,433,997

1,481

2022

40 Years

West Henrietta, NY

436,838

1,631,322

436,838

1,631,322

2,068,160

36,983

2022

40 Years

West Seneca, NY

614,219

17,967,840

614,219

17,967,840

18,582,059

307,511

2022

40 Years

F-61

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Yonkers, NY

3,911,416

4,262,152

3,911,416

4,262,152

8,173,567

33,139

2022

40 Years

Holland, OH

86,884

4,996,831

86,884

4,996,831

5,083,715

93,561

2022

40 Years

McArthur, OH

210,094

1,836,031

210,094

1,836,031

2,046,125

34,425

2022

40 Years

Strongsville, OH

412,105

6,461,470

412,105

6,461,470

6,873,575

147,762

2022

40 Years

Zanesville, OH

336,258

1,136,178

336,258

1,136,178

1,472,436

21,262

2022

40 Years

Apple Creek, OH

335,713

1,081,077

335,713

1,081,077

1,416,790

1,306

2022

40 Years

Austinburg, OH

105,423

1,141,236

105,423

1,141,236

1,246,659

10,261

2022

40 Years

Bellefontaine, OH

1,348,236

1,348,236

1,348,236

2022

Cincinnati, OH

1,070,525

270,651

1,070,525

270,651

1,341,177

3,300

2022

40 Years

Columbus, OH

2,559,388

8,602,145

2,559,388

8,602,145

11,161,533

10,876

2022

40 Years

Columbus, OH

1,176,215

2,934,082

1,176,215

2,934,082

4,110,297

3,056

2022

40 Years

Conneaut, OH

69,163

1,516,980

69,163

1,516,980

1,586,143

12,394

2022

40 Years

Dayton, OH

431,934

1,507,682

431,934

1,507,682

1,939,616

1,716

2022

40 Years

Grovepoint, OH

3,851,484

3,851,484

3,851,484

2022

Heppner, OH

135,937

1,433,459

135,937

1,433,459

1,569,395

11,579

2022

40 Years

Louisville, OH

208,868

1,182,011

208,868

1,182,011

1,390,879

1,410

2022

40 Years

New Philadelphia, OH

176,310

1,170,154

176,310

1,170,154

1,346,464

4,226

2022

40 Years

North Olmsted, OH

1,791,441

2,654,170

1,791,441

2,654,170

4,445,611

8,691

2022

40 Years

Otway, OH

351,675

1,147,001

351,675

1,147,001

1,498,677

9,340

2022

40 Years

Port Washington, OH

419,686

879,455

419,686

879,455

1,299,140

3,190

2022

40 Years

Republic, OH

141,246

1,497,976

141,246

1,497,976

1,639,223

12,025

2022

40 Years

Rock Creek, OH

126,770

1,505,669

126,770

1,505,669

1,632,439

12,238

2022

40 Years

Shelby, OH

92,254

1,101,734

92,254

1,101,734

1,193,988

16,922

2022

40 Years

Sinking Spring, OH

49,881

1,278,876

49,881

1,278,876

1,328,757

4,992

2022

40 Years

Springfield, OH

216,253

1,352,319

216,253

1,352,319

1,568,572

2,260

2022

40 Years

Thornville, OH

110,395

1,314,956

110,395

1,314,956

1,425,351

22,169

2022

40 Years

Tiffin, OH

119,687

1,501,037

119,687

1,501,037

1,620,725

30,597

2022

40 Years

Toledo, OH

119,897

1,403,558

119,897

1,403,558

1,523,455

4,781

2022

40 Years

Valley City, OH

128,015

1,486,157

128,015

1,486,157

1,614,172

12,171

2022

40 Years

Zanesville, OH

234,595

1,177,014

234,595

1,177,014

1,411,609

1,409

2022

40 Years

Lawton, OK

1,828,658

2,152,285

1,828,658

2,152,285

3,980,943

49,323

2022

40 Years

Moore, OK

901,884

7,979,738

901,884

7,979,738

8,881,622

149,462

2022

40 Years

Chickasha, OK

98,335

1,291,170

98,335

1,291,170

1,389,506

14,321

2022

40 Years

Langley, OK

30,156

1,646,990

30,156

1,646,990

1,677,146

31,974

2022

40 Years

Maud, OK

202,967

1,281,551

202,967

1,281,551

1,484,519

1,678

2022

40 Years

Pauls Valley, OK

245,017

1,360,881

245,017

1,360,881

1,605,898

5,232

2022

40 Years

Talihina, OK

70,366

1,610,311

70,366

1,610,311

1,680,678

32,445

2022

40 Years

Tulsa, OK

1,402,904

2,835,532

1,402,904

2,835,532

4,238,435

22,474

2022

40 Years

Wagoner, OK

332,347

1,912,388

332,347

1,912,388

2,244,735

43,639

2022

40 Years

Warner, OK

243,393

1,248,350

243,393

1,248,350

1,491,742

4,911

2022

40 Years

Pilot Rock, OR

158,987

1,405,393

158,987

1,405,393

1,564,380

11,551

2022

40 Years

Salem, OR

522,007

1,371,132

522,007

1,371,132

1,893,139

20,263

2022

40 Years

Breezewood, PA

193,091

1,408,906

193,091

1,408,906

1,601,997

32,197

2022

40 Years

Dover, PA

2,754,584

2,385,674

2,754,584

2,385,674

5,140,258

44,524

2022

40 Years

Latrobe, PA

255,918

2,193,454

255,918

2,193,454

2,449,372

50,171

2022

40 Years

McConnellsburg, PA

581,054

2,956,295

581,054

2,956,295

3,537,350

67,658

2022

40 Years

Natrona Heights, PA

550,226

3,327,228

550,226

3,327,228

3,877,455

62,360

2022

40 Years

Pine Grove, PA

1,079,176

3,194,973

1,079,176

3,194,973

4,274,148

73,128

2022

40 Years

Red Lion, PA

1,018,707

3,289,563

1,018,707

3,289,563

4,308,270

75,295

2022

40 Years

Allentown, PA

1,365,945

3,258,839

1,365,945

3,258,839

4,624,784

3,395

2022

40 Years

Bath, PA

1,719,426

663,133

1,719,426

663,133

2,382,559

10,754

2022

40 Years

Bethel Park, PA

681,235

8,979,837

681,235

8,979,837

9,661,072

140,806

2022

40 Years

Easton, PA

540,714

2,112,447

540,714

2,112,447

2,653,162

29,557

2022

40 Years

Brookville, PA

311,983

1,431,919

311,983

1,431,919

1,743,902

22,639

2022

40 Years

Burnham, PA

694,983

2,879,011

694,983

2,879,011

3,573,995

3,190

2022

40 Years

Chambersburg, PA

99,647

1,405,127

99,647

1,405,127

1,504,774

1,652

2022

40 Years

Cranberry, PA

348,328

12,833,619

348,328

12,833,619

13,181,947

231,514

2022

40 Years

Fogelsville, PA

1,611,621

2,617,623

1,611,621

2,617,623

4,229,244

37,200

2022

40 Years

Glassport, PA

130,234

2,810,530

130,234

2,810,530

2,940,763

31,569

2022

40 Years

Lancaster, PA

1,541,745

1,541,745

1,541,745

2022

Lancaster, PA

5,553,054

2,222,786

5,553,054

2,222,786

7,775,840

16,676

2022

40 Years

Meadville, PA

867,819

2,147,667

867,819

2,147,667

3,015,486

17,243

2022

40 Years

Pen Argyl, PA

504,828

705,552

504,828

705,552

1,210,381

9,830

2022

40 Years

Pittsburgh, PA

567,111

1,534,029

567,111

1,534,029

2,101,140

1,768

2022

40 Years

Pittsburgh, PA

885,493

478,181

885,493

478,181

1,363,673

658

2022

40 Years

Pittsburgh, PA

145,180

1,858,387

145,180

1,858,387

2,003,567

25,267

2022

40 Years

Wyomissing, PA

2,302,182

6,811,158

2,302,182

6,811,158

9,113,340

122,655

2022

40 Years

Cheraw, SC

82,917

1,425,081

82,917

1,425,081

1,507,998

32,567

2022

40 Years

Conway, SC

487,563

1,301,332

487,563

1,301,332

1,788,895

24,400

2022

40 Years

Greer, SC

461,522

3,143,208

461,522

3,143,208

3,604,730

65,484

2022

40 Years

Hardeeville, SC

338,184

993,814

338,184

993,814

1,331,998

18,634

2022

40 Years

York, SC

779,888

11,701,659

779,888

11,701,659

12,481,547

219,403

2022

40 Years

Blackville, SC

88,814

1,342,142

88,814

1,342,142

1,430,956

15,396

2022

40 Years

F-62

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Bowman, SC

150,034

1,324,966

150,034

1,324,966

1,475,000

15,312

2022

40 Years

Green Sea, SC

30,158

1,540,522

30,158

1,540,522

1,570,680

1,935

2022

40 Years

Greenville, SC

1,472,814

8,002,345

1,472,814

8,002,345

9,475,159

125,552

2022

40 Years

Johnston, SC

207,425

1,305,786

207,425

1,305,786

1,513,211

11,724

2022

40 Years

Lake View, SC

19,682

1,486,376

19,682

1,486,376

1,506,058

1,864

2022

40 Years

Lancaster, SC

239,276

1,688,550

239,276

1,688,550

1,927,826

10,499

2022

40 Years

Spartanburg, SC

1,153,766

10,959,443

1,153,766

10,959,443

12,113,209

89,003

2022

40 Years

Spartanburg, SC

227,760

1,695,984

227,760

1,695,984

1,923,745

2,039

2022

40 Years

Reliance, SD

240,024

1,130,606

240,024

1,130,606

1,370,630

25,763

2022

40 Years

Hendersonville, TN

383,715

2,561,679

383,715

2,561,679

2,945,393

53,159

2022

40 Years

Red Boiling Springs, TN

156,751

1,010,884

156,751

1,010,884

1,167,635

23,075

2022

40 Years

Smyrna, TN

1,354,350

1,329,642

1,354,350

1,329,642

2,683,992

30,380

2022

40 Years

Waverly, TN

150,519

2,865,694

150,519

2,865,694

3,016,213

53,732

2022

40 Years

Camden, TN

100,415

920,173

100,415

920,173

1,020,589

21,210

2022

40 Years

Morrison, TN

62,277

1,354,709

62,277

1,354,709

1,416,986

5,290

2022

40 Years

Abilene, TX

2,776,008

1,460,146

2,776,008

1,460,146

4,236,154

36,323

2022

40 Years

El Paso, TX

1,233,238

2,142,229

1,233,238

2,142,229

3,375,466

48,489

2022

40 Years

Fort Worth, TX

1,974,780

3,140,537

1,974,780

3,140,537

5,115,317

72,593

2022

40 Years

Fort Worth, TX

1,537,608

3,897,778

1,537,608

3,897,778

5,435,386

73,018

2022

40 Years

Hallettsville, TX

1,698,504

2,489,154

1,698,504

2,489,154

4,187,658

56,953

2022

40 Years

Midland, TX

775,334

1,537,915

775,334

1,537,915

2,313,249

35,153

2022

40 Years

Atascocita, TX

265,212

3,238,853

265,212

3,238,853

3,504,064

11,528

2022

40 Years

Baytown, TX

852,215

4,184,162

852,215

4,184,162

5,036,377

51,096

2022

40 Years

Beaumont, TX

252,810

1,793,672

252,810

1,793,672

2,046,482

22,338

2022

40 Years

Beaumont, TX

866,155

3,558,993

866,155

3,558,993

4,425,148

4,006

2022

40 Years

Brenham, TX

1,436,571

16,209,074

1,436,571

16,209,074

17,645,645

145,121

2022

40 Years

Brownsville, TX

474,602

686,668

474,602

686,668

1,161,270

777

2022

40 Years

Daisetta, TX

264,096

1,251,335

264,096

1,251,335

1,515,431

1,642

2022

40 Years

Dallas, TX

2,702,569

2,780,002

2,702,569

2,780,002

5,482,570

34,667

2022

40 Years

Dallas, TX

1,603,859

7,908,697

1,603,859

7,908,697

9,512,557

67,632

2022

40 Years

Ennis, TX

117,760

1,294,827

117,760

1,294,827

1,412,586

10,684

2022

40 Years

Hempstead, TX

517,067

1,138,654

517,067

1,138,654

1,655,721

1,372

2022

40 Years

Killeen, TX

1,057,720

3,009,308

1,057,720

3,009,308

4,067,028

40,875

2022

40 Years

League City, TX

233,323

1,056,145

233,323

1,056,145

1,289,469

13,119

2022

40 Years

Livingston, TX

291,190

1,955,276

291,190

1,955,276

2,246,466

58,610

2022

40 Years

Sachse, TX

1,486,211

3,133,939

1,486,211

3,133,939

4,620,150

24,348

2022

40 Years

San Antonio, TX

1,844,251

1,600,804

1,844,251

1,600,804

3,445,055

19,844

2022

40 Years

San Antonio, TX

456,278

4,092,103

456,278

4,092,103

4,548,381

51,151

2022

40 Years

San Antonio, TX

8,225,612

8,225,612

8,225,612

2022

Whitehouse, TX

249,151

2,378,143

249,151

2,378,143

2,627,294

16,289

2022

40 Years

West Jordan, UT

4,852,556

5,290,602

4,852,556

5,290,602

10,143,158

38,572

2022

40 Years

Abington, VA

120,721

1,269,056

120,721

1,269,056

1,389,777

28,992

2022

40 Years

Danville, VA

1,487,674

2,911,596

1,487,674

2,911,596

4,399,270

54,592

2022

40 Years

Dinwiddie, VA

285,046

3,478,289

285,046

3,478,289

3,763,334

65,218

2022

40 Years

Farnham, VA

117,517

1,356,942

117,517

1,356,942

1,474,459

31,006

2022

40 Years

Fredericksburg, VA

619,961

1,100,715

619,961

1,100,715

1,720,676

20,518

2022

40 Years

Fredericksburg, VA

703,119

703,119

703,119

2022

Pulaski, VA

100,420

1,518,702

100,420

1,518,702

1,619,122

34,698

2022

40 Years

Stuart, VA

797,955

2,698,524

797,955

2,698,524

3,496,479

61,751

2022

40 Years

Suffolk, VA

265,887

3,462,367

265,887

3,462,367

3,728,254

64,919

2022

40 Years

Warrenton, VA

3,395,581

2,914,723

3,395,581

2,914,723

6,310,304

54,651

2022

40 Years

Amissville, VA

3,431,638

593,963

3,431,638

593,963

4,025,601

647

2022

40 Years

Blackstone, VA

89,165

960,237

89,165

960,237

1,049,401

7,447

2022

40 Years

Clintwood, VA

113,165

1,129,975

113,165

1,129,975

1,243,141

10,471

2022

40 Years

Drakes Branch, VA

289,986

857,204

289,986

857,204

1,147,190

13,106

2022

40 Years

Elkton, VA

77,727

918,853

77,727

918,853

996,580

7,147

2022

40 Years

Front Royal, VA

521,787

955,502

521,787

955,502

1,477,289

7,415

2022

40 Years

Harrisonburg, VA

268,145

901,845

268,145

901,845

1,169,990

7,004

2022

40 Years

Portsmouth, VA

245,186

945,199

245,186

945,199

1,190,385

18,528

2022

40 Years

Richlands, VA

168,804

1,139,417

168,804

1,139,417

1,308,220

16,741

2022

40 Years

Roanoke, VA

1,674,947

3,365,215

1,674,947

3,365,215

5,040,162

3,505

2022

40 Years

Timberville, VA

246,509

1,088,525

246,509

1,088,525

1,335,034

8,480

2022

40 Years

Bradford, VT

428,378

3,997,371

428,378

3,997,371

4,425,749

30,458

2022

40 Years

Manchester, VT

455,477

2,064,534

455,477

2,064,534

2,520,010

35,655

2022

40 Years

Longview, WA

782,602

2,480,990

782,602

2,480,990

3,263,592

51,653

2022

40 Years

Springdale, WA

147,170

1,641,471

147,170

1,641,471

1,788,641

5,681

2022

40 Years

Yakima, WA

883,736

2,466,259

883,736

2,466,259

3,349,995

22,903

2022

40 Years

Janesville, WI

796,925

1,191,970

796,925

1,191,970

1,988,894

10,135

2022

40 Years

Appleton, WI

340,803

1,904,812

340,803

1,904,812

2,245,615

35,634

2022

40 Years

Cumberland, WI

270,296

1,144,054

270,296

1,144,054

1,414,350

26,201

2022

40 Years

Winter, WI

170,499

1,270,767

170,499

1,270,767

1,441,266

29,000

2022

40 Years

Kimberly, WI

1,312,245

2,811,473

1,312,245

2,811,473

4,123,718

4,853

2022

40 Years

Menomonee Falls, WI

976,214

4,312,547

976,214

4,312,547

5,288,761

59,512

2022

40 Years

F-63

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

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)

Menomonee Falls, WI

988,153

988,153

988,153

2022

New Lisbon, WI

76,725

1,227,288

76,725

1,227,288

1,304,013

1,459

2022

40 Years

Plover, WI

67,127

1,770,000

67,127

1,770,000

1,837,127

1,966

2022

40 Years

West Bend, WI

286,709

1,696,761

286,709

1,696,761

1,983,470

32,448

2022

40 Years

Whitewater, WI

822,920

3,021,878

822,920

3,021,878

3,844,798

4,126

2022

40 Years

Charleston, WV

144,019

858,224

144,019

858,224

1,002,243

20,781

2022

40 Years

Morgantown, WV

563,100

1,952,862

563,100

1,952,862

2,515,962

40,450

2022

40 Years

Ranson, WV

800,605

800,605

800,605

2022

Westover, WV

2,902,457

3,819,875

2,902,457

3,819,875

6,722,332

71,623

2022

40 Years

Williamstown, WV

328,040

1,293,550

328,040

1,293,550

1,621,590

24,199

2022

40 Years

Barboursville, WV

703,425

3,654,262

703,425

3,654,262

4,357,686

14,592

2022

40 Years

Morgantown, WV

2,162,116

2,162,116

2,162,116

2022

Morgantown, WV

816,836

816,836

816,836

2022

Morgantown, WV

862,215

1,187,338

862,215

1,187,338

2,049,554

19,124

2022

40 Years

Weirton, WV

295,795

1,389,355

295,795

1,389,355

1,685,151

1,580

2022

40 Years

Casper, WY

860,483

986,978

860,483

986,978

1,847,461

12,235

2022

40 Years

 

 

 

 

 

 

 

 

 

 

Subtotal

 

32,634,841

 

1,947,876,798

 

3,997,748,899

 

50,651,732

 

1,941,598,755

 

4,054,678,677

 

5,996,277,429

 

321,141,833

 

  

 

  

Property Under Development

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Various

 

 

 

65,931,938

 

 

 

65,931,938

 

65,931,938

 

 

 

Sub Total

 

 

 

65,931,938

 

 

 

65,931,938

 

65,931,938

 

 

  

 

  

Total

$

32,634,841

$

1,947,876,798

$

4,063,680,837

$

50,651,732

$

1,941,598,755

$

4,120,610,615

$

6,062,209,367

$

321,141,833

 

  

 

  

1. Reconciliation of Real Estate Properties

The following table reconciles the Real Estate Properties from January 1, 2020 to December 31, 2022.

    

2022

    

2021

    

2020

Balance at January 1

$

4,605,458,035

$

3,478,088,144

$

2,350,924,064

Construction and acquisition cost

 

1,499,979,100

 

1,172,183,773

 

1,175,354,194

Impairment charge

 

(1,165,524)

 

(2,905,125)

 

(4,136,998)

Disposition of real estate

 

(42,062,244)

 

(41,908,757)

 

(44,053,116)

Balance at December 31

$

6,062,209,367

$

4,605,458,035

$

3,478,088,144

F-64

Table of Contents

Agree Realty Corporation

Schedule III – Real Estate and Accumulated Depreciation

December 31, 2022

2. Reconciliation of Accumulated Depreciation

The following table reconciles the Real Estate Properties from January 1, 2020 to December 31, 2022.

    

2022

    

2021

    

2020

Balance at January 1

$

233,861,792

$

172,698,378

$

128,581,697

Current year depreciation expense

 

88,892,382

 

67,019,106

 

49,119,345

Impairment charge

(150,523)

(986,221)

Disposition of real estate

 

(1,461,818)

 

(4,869,471)

 

(5,002,664)

Balance at December 31

$

321,141,833

$

233,861,792

$

172,698,378

3. Tax Basis of Building and Improvements

The aggregate cost of Building and Improvements for federal income tax purposes is approximately $72,745,000 more than the cost basis used for financial statement purposes.

F-65

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 14, 2023

Joel N. Agree

President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Agree Realty Corporation, hereby severally constitute Richard Agree, Joel N. Agree and Peter Coughenour, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Annual Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Agree Realty Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all amendments thereto.

PURSUANT to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:

/s/ Richard Agree

    

Date: February 14, 2023

Richard Agree

Executive Chairman of the Board of Directors

By:

/s/ Joel N. Agree

Date: February 14, 2023

Joel N. Agree

President, Chief Executive Officer and Director

(Principal Executive Officer)

 

By:

/s/ Peter Coughenour

Date: February 14, 2023

Peter Coughenour

Chief Financial Officer and Secretary

(Principal Financial Officer)

By:

/s/ Stephen Breslin

Date: February 14, 2023

Stephen Breslin

Chief Accounting Officer

(Principal Accounting Officer)

By:

/s/ Karen Dearing

Date: February 14, 2023

Karen Dearing

Director

By:

/s/ Merrie S. Frankel

Date: February 14, 2023

Merrie S. Frankel

Director

 

By:

/s/ Mike Hollman

Date: February 14, 2023

Mike Hollman

Director

 

By:

/s/ Michael Judlowe

Date: February 14, 2023

Michael Judlowe

Director

Table of Contents

By:

/s/ Greg Lehmkuhl

Date: February 14, 2023

Greg Lehmkuhl

Director

By:

/s/ John Rakolta

Date: February 14, 2023

John Rakolta

Director

 

By:

/s/ Jerome Rossi

Date: February 14, 2023

Jerome Rossi

Director