Agree Realty
Annual Report 2020

Plain-text annual report

ANNUAL REPORT 2020 Dear Fellow Shareholders, Our Company achieved another year of record performance in 2020 amidst the most difficult of circumstances, strengthening our best-in-class retail net lease portfolio while fortifying the balance sheet to support our extraordinary growth trajectory. Over the past five years, we have invested almost $3.5 billion into approximately 900 high-quality retail net lease properties. Over that period, the Company has constructed the leading omni-channel retail portfolio in the industry while returning over 138% to our shareholders. A year ago, as I wrote this letter, the markets were consumed by fears of COVID-19 and the 10-year US treasury yield was at an all-time low. I emphasized that our real estate portfolio has been constructed to not only withstand trying times, but to thrive. While times remain difficult and uncertain, I’m pleased to report that both the thoughtful portfolio construction and conservative balance sheet strategy positioned us to BLAST OFF in 2020, our aptly titled initiative for this past year. While the Company achieved record investment volume last year, more important was our continued emphasis on leading omni-channel retailers that can withstand transitory, cyclical and structural changes and are poised for long-term success. With that, please allow me to review our Company’s truly remarkable accomplishments during 2020 and outline how we are BUILT TO LAST in 2021 and beyond and are focused on positioning Agree Realty Corporation to execute and thrive in the years ahead. Portfolio Quality Provides Stability At year end, our portfolio derived almost 68% of annualized base rents from retailers that carry an investment grade credit rating, representing a year-over-year increase of more than 900 basis points. At the time of writing this letter, our ground lease portfolio has exceeded 10% of annualized base rents, providing our shareholders with a unique and compelling risk-adjusted value proposition. These metrics are emblematic of our multi-year disciplined emphasis on the strongest and most resilient retailers in a 21st century omni-channel world while making a concerted effort to avoid private equity sponsorship, leveraged balance sheets and lower-tier operators. These efforts were fully validated in 2020 as our portfolio withstood the disruption caused by COVID-19. Our portfolio remains effectively fully occupied and we have collected at least 99% of rent in each of the past six months spanning February 2021 through September 2020. A Fortress Balance Sheet Our conservative and disciplined approach to managing our balance sheet has been a core tenet of our Company since its inception 50 years ago. During 2020, we raised or settled approximately $1.5 billion of common equity and debt capital, including several strategic capital markets transactions that strengthened our balance sheet, mitigated risk, and provided our Company with unparalleled optionality and flexibility. Notably, we completed our inaugural public bond offering of $350 million of 2.9% senior unsecured notes due in 2030. Accessing the public debt markets was the culmination of a multi-year effort for our Company, and we anticipate the bond market representing a significant and efficient source of capital in the future. As a result of our capital markets activities, we ended the year with net debt to recurring EBITDA of 4.8 times. Proforma for the settlement of approximately $203 million of forward equity offering proceeds, our net debt to recurring EBITDA was approximately 4.0 times. Our fixed charge coverage ratio increased to a record 4.8 times while total debt to enterprise value stood at approximately 23.4%. To summarize, our balance sheet strength allowed us to execute an offensive growth strategy and create significant value for shareholders at a time when many others were sidelined. Blasting Off in 2020 Our 2020 theme of BLASTING OFF was certainly appropriate. As the onset of the pandemic struck, we quickly shifted to offense, twice reopening the REIT equity markets and raising or settling more than $800 million in common equity during April of 2020. Our ability to capitalize on the market dislocation caused by COVID-19 was thoroughly demonstrated by our record investment activity of $1.36 billion in 2020, nearly doubling the prior record from 2019. While we achieved a historic year of investment activity, the quality of that investment activity is ultimately more critical to the long-term success of our Company. A record 84% of annualized base rent acquired during this past year was derived from leading investment grade retailers, driving a two-year stacked increase in our investment grade exposure of more than 1,600 basis points. The robust and high-quality nature of our investment activity helped create significant value for our shareholders. During the year, our Board of Directors approved dividend increases that resulted in more than 5% year-over-year growth. Our dividend was supported by adjusted funds from operations (“AFFO”) per share growth of 6%. Our annualized fourth quarter 2020 dividend of $2.48 per share represented a payout ratio of approximately 75% of AFFO per share. Our record capital markets activity, historic investment volume and best-in-class portfolio quality took the Company to new heights in 2020, allowing us to create lasting value for shareholders while providing a growing, reliable income stream through a secure and consistent dividend. Building to Last in 2021 While our best-in-class portfolio and conservative balance sheet position the Company for continued growth, we also remain focused on scaling our people, processes and systems to support our continued growth. We added 12 team members during the past year, expanding our acquisitions, asset management, finance, accounting, human resource and due diligence teams. At year- end, our growing team was comprised of 49 members, more than double the size of our team just five years ago. Our people are our greatest asset and we continue to create a world-class environment for them to flourish. As our portfolio continues its rapid growth, we remain intently focused on attracting and retaining best-in-class talent evidenced by the recent addition of Simon Leopold as our Chief Financial Officer and the promotion of Craig Erlich to Chief Operating Officer. Both Simon and Craig previously served on our Board of Directors and we look forward to their contributions as we continue to scale our growing Company. While investing in our people and culture, we are also gaining efficiencies through investments in technology and infrastructure. We launched a proprietary web-based database in 2020 that provides our team members with real-time access to critical information, delivering enhanced visibility into our robust pipeline and growing portfolio while allowing them to better manage our industry-wide relationships and monitor origination activities. There are additional technology initiatives underway and we look forward to realizing efficiencies from those initiatives in the years ahead. In Conclusion The Company BLASTED OFF in 2020 with historic investment volume and record capital markets activity, while further improving the quality of our best-in-class portfolio through the acquisition of leading omni-channel retailers and unique ground lease opportunities. Having taken the Company to new heights, we are now intently focused on BUILDING TO LAST through continued investments in our people, processes and systems. I am pleased to say that our Company is as well positioned as ever to capitalize on the high-quality opportunities that we continue to uncover in this environment. I would like to thank our loyal shareholders, our Board of Directors, and our committed team members for their continued support of Agree Realty Corporation. Sincerely, Joey Agree President & Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (cid:1409)(cid:3)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR (cid:1407) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 1-12928 AGREE REALTY CORPORATION (Exact name of registrant as specified in its charter) Maryland State or other jurisdiction of incorporation or organization 38-3148187 (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 Common Stock, $.0001 par value Trading Symbol(s) ADC Name of Each Exchange on Which Registered 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 (cid:58) No (cid:1407) (cid:3) 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 (cid:1407) No (cid:58) 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 (cid:58) No (cid:1407) (cid:3) 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 (cid:58) No (cid:1407) (cid:3) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer (cid:58) Emerging growth company (cid:1407) Accelerated filer (cid:1407) Non-accelerated filer (cid:1407) Smaller reporting company (cid:1407) 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. (cid:1407) 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. (cid:1407) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:1407) No (cid:58) (cid:3) The aggregate market value of the Registrant’s shares of common stock held by non-affiliates was $3,538,555,255 as of June 30, 2020, based on the closing price of $65.71 on the New York Stock Exchange on that date. At February 16, 2021, there were 63,471,483 shares of common stock, $.0001 par value per share, outstanding. Portions of the registrant’s definitive proxy statement for the annual stockholder meeting to be held in 2021 are incorporated by reference into Part III of this Annual Report on Form 10-K as noted herein. DOCUMENTS INCORPORATED BY REFERENCE AGREE REALTY CORPORATION Index to Form 10-K Page PART I Item 1: Business Item 1A: Risk Factors Item 1B: Unresolved Staff Comments Item 2: Properties Item 3: Legal Proceedings Item 4: Mine Safety Disclosures PART II Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6: Selected Financial Data Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A: Quantitative and Qualitative Disclosure about Market Risk Item 8: Financial Statements and Supplementary Data Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A: Controls and Procedures Item 9B: Other Information PART III Item 10: Directors, Executive Officers and Corporate Governance Item 11: Executive Compensation Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13: Certain Relationships and Related Transactions, and Director Independence Item 14: Principal Accountant Fees and Services PART IV Item 15: Exhibits and Financial Statement Schedules Consolidated Financial Statements and Notes SIGNATURES 2 9 22 23 26 26 27 27 28 41 42 42 43 43 44 44 44 44 44 45 F-1 (This page has been left blank intentionally.) PART I Cautionary Note Regarding Forward-Looking Statements This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward- looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, however, is the adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Additional factors which may cause actual results to differ materially from current expectations include, but are not limited to: global and national economic conditions and changes in general economic, financial and real estate market conditions; the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development projects will fail to perform as expected; adverse changes and disruption in the retail sector and the financing stability of the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and other related business disruptions; loss of key management personnel; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit agreements and unsecured notes, which could limit the Company’s flexibility and adversely affect its financial condition; credit market developments that may reduce availability under the Company’s revolving credit facility; an increase in market interest rates which could raise the Company’s interest costs on existing and future debt; a decrease in interest rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a REIT for federal income tax purposes, which could adversely affect the Company’s operations and ability to make distributions. Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant,” the “Company,” “Agree Realty,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including its majority owned operating partnership, Agree Limited Partnership (the “Operating Partnership”). Agree Realty has elected to treat certain subsidiaries as taxable real estate investment trust subsidiaries which are collectively referred to herein as the “TRS.” 1 Item 1: Business General The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership of which the Company is the sole general partner and in which it held a 99.4% interest as of December 31, 2020. Under the partnership agreement of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. As of December 31, 2020, the Company’s portfolio consisted of 1,129 properties located in 46 states and totaling approximately 22.7 million square feet of gross leasable area (“GLA”). As of December 31, 2020, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.7 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.5% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. As of December 31, 2020, the Company had 49 full-time employees, covering acquisitions, development, legal, asset management, accounting, finance, administrative and executive functions. The Company was incorporated in December 1993 under the laws of the State of Maryland. We believe that we have operated, and we intend to continue to operate, in such a manner to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). In order to maintain qualification as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income each year and meet asset and income tests. Additionally, its charter limits ownership of the Company, directly or constructively, by any single person to 9.8% of the value or number of shares, whichever is more restrictive, of its outstanding common stock and 9.8% of the value of the aggregate of all of its outstanding stock, subject to certain exceptions. As a REIT, the Company is not subject to federal income tax with respect to that portion of our income that is distributed currently to its stockholders. Our principal executive offices are located at 70 E. Long Lake Road, Bloomfield Hills, MI 48304 and our telephone number is (248) 737-4190. We maintain a website at www.agreerealty.com. Our reports are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Exchange Act and can be accessed through this site, free of charge, as soon as reasonably practicable after we electronically file or furnish such reports. These filings are also available on the SEC’s website at www.sec.gov. Our website also contains copies of our corporate governance guidelines and code of business conduct and ethics, as well as the charters of our audit, compensation and nominating and governance committees. The information on our website is not part of this report. Recent Developments For a discussion of business developments that occurred in 2020, see “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” later in this report. Certain summarized highlights are contained below. Investments and Disposition Activity During 2020, the Company completed approximately $1.34 billion of investments in net leased retail real estate, including acquisition and closing costs. Total investment volume includes the acquisition of 317 properties for an aggregate purchase price of approximately $1.31 billion and the completed development of nine properties for an aggregate cost of approximately $31.1 million. These 326 properties are net leased to 47 different tenants operating in 20 sectors and are located in 40 states. These assets are 100% leased for a weighted average lease term of approximately 11.3 years. 2 During 2020, the Company sold 17 properties for net proceeds of $47.7 million. Leasing During 2020, excluding properties that were sold, the Company executed new leases, extensions or options on more than 518,000 square feet of GLA throughout its portfolio. The annualized base contractual rent associated with these new leases, extensions or options is approximately $7.6 million. (cid:3) Dividends The Company increased its quarterly dividend per share from $0.585 in March 2020 to $0.600 in June 2020 and further increased our quarterly dividend per share to $0.620 in December 2020. The fourth quarter 2020 dividend per share of $0.62 represents an annualized dividend of $2.48 per share and an annualized dividend yield of approximately 3.7% based on the last reported sales price of our common stock listed on the NYSE of $66.58 on December 31, 2020. The Company’s board of directors has authorized a transition to a monthly cash dividend commencing January 2021. The Company has paid a quarterly cash dividend for 107 consecutive quarters and, although we expect to continue our policy of paying regular dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our recent pattern of increasing dividends per share or what our actual dividend yield will be in any future period. Rental Payments Update in Light of COVID-19 During 2020, the Company received second, third, and fourth quarter rent payments originally contracted for those quarters from 95%, 98% and 99% of its portfolio, respectively. During 2020, the Company also entered into deferral agreements representing 2%, 2% and less than 1% of second, third and fourth quarter rents, respectively, net of repayments received. Financing Equity During 2020, the Company completed follow-on public offerings of common stock under its shelf registration statement, issuing a total of 9,041,666 shares. These offerings generated total net proceeds of $525.0 million. In March 2020, the Company entered into a new $400.0 million at-the-market (“ATM”) equity program (the “2020 ATM Program”) through which the Company, from time to time, may sell shares of common stock. In addition to selling shares of common stock, the Company has entered into forward sale agreements through the 2020 ATM Program. During 2020, under the 2020 ATM Program and predecessor ATM programs, the Company issued 8,506,928 shares of common stock, generating net proceeds of $372.0 million, after deducting fees and expenses. Additionally, as of December 31, 2020, the Company had outstanding forward sale agreements under the 2020 ATM Program for 3,129,982 shares of common stock. The Company is required to settle these forward agreements by various dates between May and December 2021. After considering the 3,129,982 shares of common stock subject to forward sale agreements and including shares issued under the 2020 ATM Program, the Company had approximately $177.7 million of availability remaining under the 2020 ATM Program as of December 31, 2020. 3 Debt In August 2020, the Operating Partnership completed an underwritten public offering of $350.0 million aggregate principal amount of 2.900% Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. Considering the effect of terminated swap agreements related to the 2030 Senior Unsecured Public Notes, the blended all-in rate to the Company for the $350.0 million aggregate principal amount is 3.49%. Business Strategies Our primary business objective is to generate consistent stockholder returns by primarily investing in and actively managing a diversified portfolio of retail properties net leased to industry leading tenants. The following is a discussion of our investment, financing and asset management strategies. Investment We are primarily focused on the long-term, fee simple ownership of properties net leased to national or large, regional retailers operating in sectors we believe to be more e-commerce and recession resistant than other retail sectors. Our leases are typically long-term net leases that require the tenant to pay all property operating expenses, including real estate taxes, insurance and maintenance. We believe that a diversified portfolio of such properties provides for stable and predictable cash flow. We seek to expand and enhance our portfolio by identifying the best risk-adjusted investment opportunities across our development, Partner Capital Solutions (“PCS”) and acquisitions platforms. Development: We have been developing retail properties since the formation of our predecessor company in 1971 and our development platform seeks to employ our capabilities to direct all aspects of the development process, including site selection, land acquisition, lease negotiation, due diligence, design and construction. Our developments are typically build-to-suit projects that result in fee simple ownership of the property upon completion. Partner Capital Solutions: We launched our PCS program in April 2012. Our PCS program allows us to acquire properties or development opportunities by partnering with private developers or retailers on their in-process developments. We offer construction expertise, relationships, access to capital and forward commitments to purchase the properties to facilitate the successful completion of their projects. We typically take fee simple ownership of PCS projects upon their completion. Acquisitions: Our acquisitions platform was launched in April 2010 in order to expand our investment capabilities by pursuing opportunities that meet both our real estate and return on investment criteria. We believe that development and PCS projects have the potential to generate superior risk-adjusted returns on investment in properties that are substantially similar to those we acquire. We focus on four core principles that underlie our investment criteria: •(cid:3) •(cid:3) •(cid:3) •(cid:3) e-commerce resistance, focusing on leading operators in e-commerce resistant sectors or those that have matured in omni-channel structure; recession resistance, emphasizing a balanced portfolio with exposure to counter-cyclical sectors and retailers with strong credit profiles; avoidance of private equity sponsorship, minimizing exposure to the possibility of such sponsorship overleveraging their acquisitions and reducing retailers’ abilities to invest in their businesses; and adherence to strong real estate fundamentals and fungible buildings, protecting against unforeseen changes to our investment philosophies. 4 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: •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) overall market-specific characteristics, such as demographics, market rents, competition and retail synergy; asset-specific characteristics, such as the age, size, location, zoning, use and environmental history, accessibility, physical condition, signage and visibility of the property; tenant-specific characteristics, including but not limited to the financial profile, operating history, business plan, size, market positioning, geographic footprint, management team, industry and/or sector-specific trends and other characteristics specific to the tenant and parent thereof; unit-level operating characteristics, including store sales performance and profitability, if available; lease-specific terms, including term of the lease, rent to be paid by the tenant and other tenancy considerations; and transaction considerations, such as purchase price, seller profile and other non-financial terms. Financing We seek to maintain a capital structure that provides us with the flexibility to manage our business and pursue our growth strategies, while allowing us to service our debt requirements and generate appropriate risk-adjusted returns for our stockholders. We believe these objectives are best achieved by a capital structure that consists primarily of common equity and prudent amounts of debt financing. However, we may raise capital in any form and under terms that we deem acceptable and in the best interest of our stockholders. We have previously utilized common stock equity offerings, secured mortgage borrowings, unsecured bank borrowings, private placements and public offerings of senior unsecured notes and the sale of properties to meet our capital requirements. We continually evaluate our financing policies on an on-going basis in light of current economic conditions, access to various capital markets, relative costs of equity and debt securities, the market value of our properties and other factors. We occasionally sell common stock through forward sale agreements, enabling the Company to set the price of shares upon pricing the offering while delaying the issuance of shares and the receipt of the net proceeds by the Company. As of December 31, 2020, the Company’s ratio of total debt to enterprise value, assuming the conversion of limited partnership interests in the Operating Partnership (“Operating Partnership Units”) into shares of common stock, was approximately 23.4%, and its ratio of total debt to total gross assets (before accumulated depreciation) was approximately 30.0%. As of December 31, 2020, our total debt outstanding before deferred financing costs was $1.23 billion, including $33.4 million of secured mortgage debt that had a weighted average fixed interest rate of 4.21% (including the effects of interest rate swap agreements) and a weighted average maturity of 2.7 years, $1.10 billion of unsecured borrowings that had a weighted average fixed interest rate of 3.87% (including the effects of interest rate swap agreements) and a weighted average maturity of 8.0 years, and $92.0 million of floating rate borrowings under our revolving credit facility at a weighted average interest rate of approximately 1.01%. Certain financial agreements to which the Company is a party contain covenants that limit its ability to incur debt under certain circumstances; however, our organizational documents do not limit the absolute amount or percentage of indebtedness that we may incur. As such, we may modify our borrowing policies at any time without stockholder approval. Asset Management We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. We intend to continue to hold our properties for long-term investment and, accordingly, place a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. Our properties are designed and built to require minimal capital improvements other than 5 renovations or alterations, typically paid for by tenants. Personnel from our corporate headquarters conduct regular inspections of each property and maintain regular contact with major tenants. We have a management information system designed to provide our management with the operating data necessary to make informed business decisions on a timely basis. This system provides us rapid access to lease data, tenants’ sales history, cash flow budgets and forecasts. Such a system helps us to maximize cash flow from operations and closely monitor corporate expenses. Competition The U.S. commercial real estate investment market is a highly competitive industry. We actively compete with many entities engaged in the acquisition, development and operation of commercial properties. As such, we compete with other investors for a limited supply of properties and financing for these properties. Investors include traded and non-traded public REITs, private equity firms, institutional investment funds, insurance companies and private individuals, many of which have greater financial resources than we do and the ability to accept more risk than we believe we can prudently manage. There can be no assurance that we will be able to compete successfully with such entities in our acquisition, development and leasing activities in the future. Significant Tenants No tenant accounted for more than 10.0% of our annualized base rent as of December 31, 2020. See “Item 2 – Properties” for additional information on our top tenants and the composition of our tenant base. Regulation Environmental Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property may under certain statutory schemes be held strictly liable for all costs and liabilities relating to such hazardous substances. We have obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of our properties and, in certain instances, have conducted additional investigation, including Phase II environmental assessments. We have no knowledge of any hazardous substances existing on our properties in violation of any applicable laws; however, no assurance can be given that such substances are not currently located on any of our properties. We believe that we are in compliance, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, we have not received notice from any governmental authority of any noncompliance, liability or other claim in connection with any of our properties. Americans with Disabilities Act of 1990 Our properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws and regulations (collectively, the “ADA”). Investigation of a property may reveal non-compliance with the ADA. Our tenants will typically have primary responsibility for complying with the ADA, but we may incur costs if the tenant does not comply. As of December 31, 2020, we have not received notice from any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our business, financial position or results of operations. 6 Human Capital Team Members and Values As of December 31, 2020, the Company had 49 full-time team members covering acquisitions, development, legal, asset management, accounting, finance, administrative, and executive functions as compared to 41 full-time team members as of December 31, 2019. The increased headcount is attributable to the Company’s need to support its current and future portfolio growth. Our core values are the foundation of our Company culture and include: •(cid:3) Challenging ourselves to improve every facet of our business. •(cid:3) Exemplifying an ownership mentality in our choices. •(cid:3) Our team members are expected to be consistent and persistent in building the success of our business. •(cid:3) We expect our team members to be disciplined in all aspects of the business. •(cid:3) Team members are expected to think strategically. We work to attract the best talent externally to meet the current and future demands of our business. We utilize social media, professional recruiters and other organizations to find motivated and talented team members and employ competency-based behavioral interviewing techniques. Talent Management Professional development is a cornerstone of our talent management system, and we diligently work to develop talent from within. We emphasize professional development through both technical and soft-skill development and training. To empower team members to reach their potential, the Company provides a range of on-the-job training and mentoring, knowledge sharing, continuing education and “lunch-and-learn” programs. Our talent management practices include the utilization of our core competency frameworks, professional development plans, career pathing and succession planning and carefully designed promotion and internal mobility opportunities. Our team member goal setting and performance feedback processes include formal quarterly and annual reviews, self and team leader reviews, as well as ongoing one-on-one meetings with team leaders. Professional development plans based on critical competencies are created and monitored to ensure progress is made along established timelines. Financial and Health Wellness As part of our compensation philosophy, we offer and maintain market competitive total rewards programs for team members in order to attract and retain superior talent. These programs not only include wages and incentives, but also health, welfare, and retirement benefits. Our compensation philosophies include: •(cid:3) Total compensation that is both fair and competitive. The Company seeks fairness in total compensation with reference to external and internal comparisons. •(cid:3) Attract, retain and motivate team members. Compensation is used to achieve business objectives by attracting, retaining and motivating top talent. •(cid:3) 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. •(cid:3) Align executives’ long-term interests with those of our stockholders. The Company seeks to align these interests by providing a significant portion of executive officer compensation in the form of restricted common stock. 7 The structure of our compensation programs balance incentive earnings for both short-term and long-term performance. Specifically, the programs include a base salary, incentive compensation through annual cash bonuses and equity participation, and a retirement plan with Company match. The “Agree Wellness Program” affords team members paid time off and holidays, fully equipped on-site fitness amenities, and leaves of absence for specified events. Insurance coverage for all team members and their dependents, including medical, dental, vision, disability, and life insurance. The Company pays 100% of medical, short-term, long-term, and life insurance premiums for the Company team members and their families. COVID-19 During 2020, we have focused on the safety of our team members in response to the COVID-19 pandemic. To do so we have: •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) closed our offices for non-essential functions and added remote work flexibility; increased cleaning protocols; initiated regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures; implemented screening of any team members and vendors at our offices; established new physical distancing procedures for team members who need to be on-site; provided additional personal protective equipment and cleaning supplies; implemented protocols to address actual and suspected COVID-19 cases and potential exposure; limited non-essential travel for all team members; and required masks to be worn by all team members when on-site. Environmental, Social and Governance (ESG) Environmental Sustainability The Company, through its team members, understands that corporate and environmental responsibility is an ongoing endeavor and looks forward to being a steward of the environment and meeting the goals of its tenant partners. We remain committed to using our time, talents, resources and relationships to grow in a manner that makes the world and the environment better for future generations. The Company’s focus on industry leading, national and super-regional retailers provides for long-term relationships with some of the most environmentally conscientious retailers in the world. This is particularly meaningful because the Company’s portfolio is primarily comprised of properties that are leased to tenants under long-term net leases where the tenant is generally responsible for maintaining the property and implementing environmentally responsible practices. We are proud to know that our tenants have pioneered the use of environmentally-preferable solutions in their business practices in many ways. Additionally, the Company’s award-winning headquarters buildings utilize green technologies including programmable thermostats, Low-E window glass, LEED HVAC systems and LED occupancy-sensored lighting. Social Company Culture and Team Members The Agree Wellness Program focuses on physical and financial wellness to enhance employee well-being. The Company believes that team members who are healthy, fit, financially secure and motivated are team members who achieve personal and professional success. Ongoing professional development is offered to help all team members advance their careers. The Company regularly sponsors local charities and received numerous local awards recognizing its outstanding corporate culture and wellness initiatives. The Company supports healthy living through enhanced health insurance, on-site gym, training and education, various complementary meal programs and many other benefits. We support team members with generous cash compensation plans, equity ownership programs, retirement plans and ongoing access to financial planning resources. Team members are compensated for their performance and rewarded for their outstanding work. Alignment of individual, team, corporate and stockholder objectives provides for continuity, 8 teamwork and increased collaboration. Our team members are paid commensurate with their qualifications, responsibilities, productivity, quality of work and adherence to our core values. The Agree Culture Committee is composed of team members from departments throughout the organization. The Company’s Culture Committee hosts a variety of events that are focused on team building and camaraderie as well as contributing to the communities in which they live. Governance Fiduciary Duties and Ethics We believe that nothing is more important than a company’s reputation for integrity and serving as a responsible fiduciary for its stockholders. We are committed to managing the Company for the benefit of our stockholders and are focused on maintaining good corporate governance. Our Board has ten directors, eight of whom are independent. Four new independent directors have been added since 2018. Independent directors meet regularly, without the presence of officers or team members. A Lead Independent Director was appointed in 2019. The Board has adopted an insider trading policy that applies to all directors, officers and team members. The Company does not have a stockholder rights plan (“poison pill”) and maintains stock ownership guidelines for directors and named executive officers requiring specified levels of stock ownership. Time-vested stock grants to officers and team members vest over a five-year period to provide long-term alignment, while performance-based stock grants to named executive officers utilize total shareholder return, with the amount of the grants intended to increase as total returns to stockholders increase, further enhancing alignment. Our board of directors has established a succession plan for the Chief Executive Officer to cover emergencies and other occurrences. Finally, the Company annually submits “say-on-pay” advisory votes and has received support in excess of 95% for the past four years. In addition to annually reviewing and signing an acknowledgment of the Code of Business Conduct and Ethics, all team members adhere to the Company’s “Rules for Victory,” which include a framework that focuses on honesty, accountability, resourcefulness, dedication and passion for their work. Available Information We make available free of charge through our website at www.agreerealty.com all reports we electronically file with, or furnish to, the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC. These filings are also accessible on the SEC’s website at www.sec.gov. Item 1A: Risk Factors The following factors and other factors discussed in this Annual Report on Form 10-K could cause the Company’s actual results to differ materially from those contained in forward-looking statements made in this report or presented elsewhere in future SEC reports. You should carefully consider each of the risks, assumptions, uncertainties and other factors described below and elsewhere in this report, as well as any reports, amendments or updates reflected in subsequent filings or furnishings with the SEC. We believe these risks, assumptions, uncertainties and other factors, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity. Risks Related to Our Business and Operations The current pandemic of the novel coronavirus, or COVID-19, and the future outbreak of other highly infectious or contagious diseases, could materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance. 9 The COVID-19 pandemic has had, and another pandemic in the future could have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak continues to rapidly evolve and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Many states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting quarantines, social distancing requirements, restrictions on travel, “shelter in place” rules, restrictions on the types of businesses that may continue to operate and/or restrictions on the types of construction projects that may continue. Although many of these jurisdictions have lifted some of these restrictions, the Company cannot predict whether and to what extent the restrictions will be reinstated, whether additional states and cities will implement similar restrictions or when restrictions currently in place will expire. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly, including industries in which the Company and our tenants operate. A number of our tenants have announced temporary closures of their stores and requested rent deferral or rent abatement during this pandemic. In addition, our team members based at our headquarters have been working remotely to varying extents. The effects of restrictions on our operations, including future restrictions and extended periods of remote work arrangements, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. The COVID-19 pandemic, or a future pandemic, could also have material and adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors: •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) a complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant action; the reduced economic activity severely impacts our tenants’ businesses, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations; the reduced economic activity could result in a prolonged recession, which could negatively impact consumer discretionary spending; difficulty accessing debt and equity capital on attractive terms, or at all, impacts to our credit ratings, and a prolonged severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants’ ability to fund their business operations and meet their obligations to us; the financial impact of the COVID-19 pandemic could negatively impact our future compliance with financial covenants of our Revolving Credit Facility and other debt agreements and result in a default and potentially an acceleration of indebtedness, which non-compliance could negatively impact our ability to make additional borrowings under our Revolving Credit Facility and pay dividends; any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions; a continued decline in business activity and demand for real estate transactions could adversely affect our ability or desire to grow our portfolio of properties; a deterioration in our or our tenants’ ability to operate in affected areas or delays in the supply of products or services to us or our tenants from vendors that are needed for our or our tenants’ efficient operations could adversely affect our operations and those of our tenants; and the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption. The extent to which the COVID-19 pandemic impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Additional closures by our tenants of their stores, tenant bankruptcies, tenant lease defaults, and early terminations by our tenants of their leases could reduce our cash flows, which could impact our ability to continue paying dividends to our stockholders at expected levels or at all. 10 The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID- 19 pandemic. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance. Moreover, many risk factors set forth herein and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 could be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic. Economic and financial conditions may have a negative effect on our business and operations. Changes in global or national economic conditions, such as a market downturn or a disruption in the capital markets, may cause, among other things, a significant tightening in the credit markets, lower levels of liquidity, increases in the rate of default and bankruptcy and lower consumer spending and business spending, which could adversely affect our business and operations. Potential consequences of changes in economic and financial conditions include: •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) 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. 11 Our portfolio is concentrated in certain states, which makes us more susceptible to adverse events in these areas. Our properties are located in 46 states throughout the United States and in particular, the state of Texas (where 85 properties out of 1,129 properties are located, or 7.7% of our annualized base rent was derived as of December 31, 2020), Michigan (72 properties, or 6.8% of our annualized base rent) and North Carolina (66 properties, or 5.7% of our annualized base rent). An economic downturn or other adverse events or conditions such as natural disasters in any of these areas, or any other area where we may have significant concentration in the future, could result in a material reduction of our cash flows or material losses to our company. Our tenants are concentrated in certain retail sectors, which makes us susceptible to adverse conditions impacting these sectors. As of December 31, 2020, 9.8%, 8.3% and 8.1% of our annualized contractual base rent and interest was derived from tenants operating in, the home improvement, grocery store and tire and auto service sectors, respectively. Similarly, we have concentrations in other sectors such as general merchandise, off-price retail and convenience stores. Any decrease in consumer demand for the products and services offered by our tenants operating in any industries for which we have concentrations could have an adverse effect on our tenants’ revenues, costs and results of operations, thereby adversely affecting their ability to meet their lease obligations to us. As we continue to invest in properties, our portfolio may become more or less concentrated by industry sector. There are risks associated with our development and acquisition activities. We intend to continue the development of new properties and to consider possible acquisitions of existing properties. We anticipate that our new developments will be financed under the revolving credit facility or other forms of financing that will result in a risk that permanent fixed rate financing on newly developed projects might not be available or would be available only on disadvantageous terms. In addition, new project development is subject to a number of risks, including risks of construction delays or cost overruns that may increase anticipated project costs. Furthermore, new project commencement risks also include receipt of zoning, occupancy, other required governmental permits and authorizations and the incurrence of development costs in connection with projects that are not pursued to completion. If permanent debt or equity financing is not available on acceptable terms to finance new development or acquisitions undertaken without permanent financing, further development activities or acquisitions might be curtailed, or cash available for distribution might be adversely affected. Acquisitions entail risks that investments will fail to perform in accordance with expectations, as well as general investment risks associated with any new real estate investment. We own certain of our properties subject to ground leases that expose us to the loss of such properties upon breach or termination of the ground leases and may limit our ability to sell these properties. We own a limited number of properties through leasehold interests in the land underlying the buildings and we may acquire additional properties in the future that are subject to similar ground leases. As lessee under a ground lease, we are exposed to the possibility of losing our interest in the property upon termination, or an earlier breach by us, of the ground lease, which may have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common stock. Our ground leases contain certain provisions that may limit our ability to sell certain of our properties. In order to assign or transfer our rights and obligations under certain of our ground leases, we generally must obtain the consent of the landlord which, in turn, could adversely impact the price realized from any such sale. Loss of revenues from tenants would reduce the Company’s cash flow. Our tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability to pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse impact on our tenant’s ongoing viability. The default, financial distress, bankruptcy or liquidation of one or more of our tenants could cause substantial vacancies in our property portfolio or impact our tenants’ ability to pay rent. 12 Vacancies reduce our revenues, increase property expenses and could decrease the value of each vacant property. Upon the expiration of a lease, the tenant may choose not to renew the lease, renegotiate the economics of any option period(s) as a condition of exercising one or more of them, and/or we may not be able to release the vacant property at a comparable lease rate or without incurring additional expenditures in connection with such renewal or re-leasing. These risks could be exacerbated by a deterioration in the financial condition of any major tenant with leases in multiple locations. The availability and timing of cash dividends is uncertain. We expect to continue to pay regular dividends to our stockholders. However, we bear all expenses incurred by our operations, and our funds generated by operations, after deducting these expenses, may not be sufficient to cover desired levels of dividends to our stockholders. We cannot assure our stockholders that sufficient funds will be available to pay dividends. The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount, and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions, or other limitations under our indebtedness, annual dividend requirements or the REIT provisions of the Internal Revenue Code, state law and such other factors as our board of directors deems relevant. Further, we may issue new shares of common stock as compensation to our employees or in connection with public offerings or acquisitions. Any future issuances may substantially increase the cash required to pay dividends at current or higher levels. Any preferred shares we may offer may have a fixed dividend rate that would not increase with any increases in the dividend rate of our common stock. Conversely, payment of dividends on our common stock may be subject to payment in full of the dividends on any preferred shares and payment of interest on any debt securities we may offer. If we do not maintain or increase the dividend on our common stock, it could have an adverse effect on the market price of our shares. We face risks relating to information technology and cybersecurity attacks, loss of confidential information and other business disruptions. We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes and we rely on commercially available systems, software, tools and monitoring to provide infrastructure and security for processing, transmitting and storing information. Any failure, inadequacy or interruption could materially harm our business. Furthermore, our business is subject to risks from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents could cause operational interruption, damage to our business relationships, private data exposure (including personally identifiable information, or proprietary and confidential information, of ours and our team members, as well as third parties) and affect the efficiency of our business operations. Any such incidents could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information and reduce the benefits of our technologies. A loss of key management personnel could adversely affect our performance. As an internally managed company, we are dependent on the efforts and performance of our key management. We cannot guarantee we will retain any of our senior leadership team and they could be difficult to replace. The loss of their services until suitable replacements are found could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, existing and prospective tenants and industry personnel, all of which could materially and adversely affect us. 13 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: •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) •(cid:3) changes in general or local economic conditions; the attractiveness of our properties to potential tenants; changes in supply of or demand for similar or competing properties in an area; bankruptcies, financial difficulties or lease defaults by our tenants; changes in operating costs and expense and our ability to control rents; our ability to lease properties at favorable rental rates; our ability to sell a property when we desire to do so at a favorable price; unanticipated changes in costs associated with known adverse environmental conditions or retained liabilities for such conditions; and changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in the ADA and similar regulations and tax, real estate, environmental and zoning laws, and our potential liability thereunder. Economic and financial market conditions have and may continue to exacerbate many of the foregoing risks. If a tenant fails to perform on its lease covenants, that would not excuse us from meeting any mortgage debt obligation secured by the property and could require us to fund reserves in favor of our mortgage lenders, thereby reducing funds available for payment of cash dividends on our shares of common stock. The fact that real estate investments are relatively illiquid may reduce economic returns to investors. We may desire to sell a property in the future because of changes in market conditions or poor tenant performance or to avail ourselves of other opportunities. We may also be required to sell a property in the future to meet secured debt obligations or to avoid a secured debt loan default. Real estate properties cannot generally be sold quickly, and we cannot assure you that we could always obtain a favorable price. We may be required to invest in the restoration or modification of a property before we can sell it. This lack of liquidity may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flows and our ability to pay dividends on our common stock. Our ability to renew leases or re-lease space on favorable terms as leases expire significantly affects our business. We are subject to the risks that, upon expiration of leases for space located in our properties, the premises may not be re- let or the terms of re-letting (including the cost of concessions to tenants) may be less favorable than current lease terms. If a tenant does not renew its lease or if a tenant defaults on its lease obligations, there is no assurance we could obtain a substitute tenant on acceptable terms. If we cannot obtain another tenant with comparable building structural space and configuration needs, we may be required to modify the property for a different use, which may involve a significant capital expenditure and a delay in re-leasing the property. Further, if we are unable to re-let promptly all or a substantial portion of our retail space or if the rental rates upon such re-letting were significantly lower than expected rates, our net income and ability to make expected distributions to stockholders would be adversely affected. There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. 14 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: •(cid:3) •(cid:3) •(cid:3) •(cid:3) 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. 15 Risks Related to Our Debt Financings Our level of indebtedness could materially and adversely affect our financial position, including reducing funds available for other business purposes and reducing our operational flexibility, and we may have future capital needs and may not be able to obtain additional financing on acceptable terms. At December 31, 2020, our ratio of total debt to enterprise value (assuming conversion of Operating Partnership Units into shares of common stock) was approximately 23.4%. Incurring substantial debt may adversely affect our business and operating results by: •(cid:3) 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; •(cid:3) making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to •(cid:3) •(cid:3) 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. 16 An increase in market interest rates could raise our interest costs on existing and future debt or adversely affect our stock price, and a decrease in interest rates may lead to additional competition for the acquisition of real estate or adversely affect our results of operations. Our interest costs for any new debt and our current debt obligations may rise if interest rates increase. This increased cost could make the financing of any new acquisition more expensive as well as lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing. In addition, an increase in interest rates could decrease the access third parties have to credit, thereby decreasing the amount they are willing to pay to lease our assets and limit our ability to reposition our portfolio promptly in response to changes in economic or other conditions. An increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which could adversely affect the market price of our common stock. Decreases in interest rates may lead to additional competition for the acquisition of real estate due to a reduction in desirable alternative income-producing investments. Increased competition for the acquisition of real estate may lead to a decrease in the yields on real estate targeted for acquisition. In such circumstances, if we are not able to offset the decrease in yields by obtaining lower interest costs on our borrowings, our results of operations may be adversely affected. Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on your investment. We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that a court could rule that such agreements are not legally enforceable, and that we may have to post collateral to enter into hedging transactions, which we may lose if we are unable to honor our obligations. These instruments may also generate income that may not be treated as qualifying REIT income for purposes of the REIT income tests. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses that may reduce the overall return on your investment. The London Inter-Bank Offered Rate (“LIBOR”) is being phased-out as a reference rate for debt and hedging agreements and may require us to transition LIBOR-based contracts to an alternative reference rate. In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative rate for USD LIBOR in derivatives and other financial contracts. The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form. The Company has contracts that are indexed to LIBOR, including its revolving credit facility and interest rate swap agreements, and is monitoring and evaluating the related risks, which include interest paid on loans and amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to an alternative rate, including any resulting value transfer that may occur. The value of loans, securities or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the impact on our contracts is likely to vary by contract. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected. 17 While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could occur if, for example, sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified. Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial products and changes in market practices, may lead to risk modeling and valuation challenges, such as adjusting interest rate accrual calculations and building a term structure for an alternative rate. The introduction of an alternative rate also may create additional basis risk and increased volatility as alternative rates are phased in and utilized in parallel with LIBOR. Adjustments to systems and mathematical models to properly process and account for alternative rates will be required, which may strain the model risk management and information technology functions and result in substantial incremental costs for the Company. Risks Related to Our Corporate Structure Our charter, bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction. Our charter contains 9.8% ownership limits. Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and contains provisions that limit any person to actual or constructive ownership of no more than 9.8% (in value or in number of shares, whichever is more restrictive) of the outstanding shares of our common stock and no more than 9.8% (in value) of the aggregate of the outstanding shares of all classes and series of our stock. Our board of directors, in its sole discretion, may exempt, subject to the satisfaction of certain conditions, any person from the ownership limits. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limits may delay or impede, and we may use the ownership limits deliberately to delay or impede, a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders. We have a staggered board. Our directors are divided into three classes serving three-year staggered terms. The staggering of our board of directors may discourage offers for the Company or make an acquisition more difficult, even when an acquisition may be viewed to be in the best interest of our stockholders. We could issue stock without stockholder approval. Our board of directors could, without stockholder approval, issue authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors could, without stockholder approval, classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares. Our board of directors could establish a series of stock that could, depending on the terms of such series, delay, defer or prevent a transaction or change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders. Provisions of Maryland law may limit the ability of a third party to acquire control of our company. Certain provisions of Maryland law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares, including: •(cid:3) “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 18 •(cid:3) “Control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. The business combination statute permits various exemptions from its provisions, including business combinations that are approved or exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. Our board of directors has exempted from the business combination provisions of the Maryland General Corporation Law, or MGCL, any business combination with Mr. Richard Agree or any other person acting in concert or as a group with Mr. Richard Agree. In addition, our bylaws contain a provision exempting from the control share acquisition statute Richard Agree, Edward Rosenberg, any spouses or the foregoing, any brothers or sisters of the foregoing, any ancestors of the foregoing, any other lineal descendants of any of the foregoing, any estates of any of the foregoing, any trusts established for the benefit of any of the foregoing and any other entity controlled by any of the foregoing, our other officers, our team members, any of the associates or affiliates of the foregoing and any other person acting in concert of as a group with any of the foregoing. Additionally, Title 3, Subtitle 8 of the MGCL, permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement certain takeover defenses. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price. Our charter, our bylaws, the limited partnership agreement of the Operating Partnership and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be viewed to be in the best interest of our stockholders. Future offerings of debt and equity may not be available to us or may adversely affect the market price of our common stock. We expect to continue to increase our capital resources by making additional offerings of equity and debt securities in the future, which could include classes or series of preferred stock, common stock and senior or subordinated notes. Our ability to raise additional capital may be restricted at a time when we would like or need, including as a result of market conditions. Future market dislocations could cause us to seek sources of potentially less attractive capital and impact our flexibility to react to changing economic and business conditions. All debt securities and other borrowings, as well as all classes or series of preferred stock, will be senior to our common stock in a liquidation of our company. Additional equity offerings could dilute our stockholders’ equity and reduce the market price of shares of our common stock. In addition, depending on the terms and pricing of an additional offering of our common stock and the value of our properties, our stockholders may experience dilution in both the book value and fair value of their shares. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market after an offering or the perception that such sales could occur, and this could materially and adversely affect our ability to raise capital through future offerings of equity or equity-related securities. In addition, we may issue preferred stock or other securities convertible into equity securities with a distribution preference or a liquidation preference that may limit our ability to make distributions on our common stock. Our ability to estimate the amount, timing or nature of additional offerings is limited as these factors will depend upon market conditions and other factors. An officer and director may have interests that conflict with the interests of stockholders. An officer and member of our board of directors owns Operating Partnership Units. This individual may have personal interests that conflict with the interests of our stockholders with respect to business decisions affecting us and the Operating Partnership, such as interests in the timing and pricing of property sales or refinancing in order to obtain favorable tax treatment. 19 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: •(cid:3) 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. •(cid:3) We may be subject to increased state and local taxes. •(cid:3) Unless we are entitled to relief under statutory provisions, we could not elect to be treated as a REIT for four taxable years following the year in which we failed to qualify. In addition, if we fail to qualify as a REIT, we will no longer be required to pay dividends (other than any mandatory dividends on any preferred shares we may offer). As a result of these factors, our failure to qualify as a REIT could adversely affect the market price for our common stock. U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate. Changes to the federal income tax laws are proposed regularly. Additionally, the REIT rules are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury, which may result in revisions to regulations and interpretations in addition to statutory changes. If enacted, certain such changes could have an adverse impact on our business and financial results. In particular, H.R. 1, which took effect for taxable years that began on or after January 1, 2018 (subject to certain exceptions), made many significant changes to the federal income tax laws that profoundly impacted the taxation of individuals, corporations (both regular C corporations as well as corporations that have elected to be taxed as REITs), and the taxation of taxpayers with overseas assets and operations. A number of changes that affect non-corporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These changes will impact us and our stockholders in various ways, some of which are adverse or potentially adverse compared to prior law. While the IRS has issued some guidance with respect to certain of the new provisions, there are numerous interpretive issues that will require further guidance. It is highly likely that technical corrections legislation will be needed to clarify certain aspects of the new law and give proper effect to Congressional intent. There can be no assurance, however, that technical clarifications or further changes needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future. In addition, while certain elements of tax reform legislation do not impact us directly as a REIT, they could impact the geographic markets in which we operate, the tenants that populate our properties and the customers who frequent our properties in ways, both positive and negative, that are difficult to anticipate. Other legislative proposals could be enacted in the future that could affect REITs and their stockholders. Prospective investors are urged to 20 consult their tax advisors regarding the effect of H.R. 1 and any other potential tax law changes on an investment in our common stock. Changes in tax laws may prevent us from maintaining our qualification as a REIT. As we have previously described, we intend to maintain our qualification as a REIT for federal income tax purposes. However, this intended qualification is based on the tax laws that are currently in effect. We are unable to predict any future changes in the tax laws that would adversely affect our status as a REIT. If there is a change in the tax law that prevents us from qualifying as a REIT or that requires REITs generally to pay corporate level income taxes, we may not be able to make the same level of distributions to our stockholders. Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments. In order to qualify as a REIT, at least 75% of the value of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than government securities, securities of TRSs and qualified real estate assets) cannot include more than 10% of the voting securities or 10% of the value of all securities, of any one issuer. In addition, in general, no more than 5% of the total value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of securities of any one issuer, and no more than 20% of the total value of our assets can be represented by one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments. We may have to borrow funds or sell assets to meet our distribution requirements. Subject to some adjustments that are unique to REITs, a REIT generally must distribute 90% of its taxable income. For the purpose of determining taxable income, we may be required to accrue interest, rent and other items treated as earned for tax purposes but that we have not yet received. In addition, we may be required not to accrue as expenses for tax purposes some expenses that actually have been paid, including, for example, payments of principal on our debt, or some of our deductions might be disallowed by the IRS. As a result, we could have taxable income in excess of cash available for distribution. If this occurs, we may have to borrow funds or liquidate some of our assets in order to meet the distribution requirement applicable to a REIT. Our ownership of and relationship with our TRSs will be limited, and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax. A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. A TRS will typically pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Our TRSs will pay federal, state and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but will not be required to be distributed to us. There can be no assurance that we will be able to comply with the 20% limitation discussed above or to avoid application of the 100% excise tax discussed above. Liquidation of our assets may jeopardize our REIT qualification. To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any gain if we sell assets in transactions that are considered to be “prohibited transactions,” which are explained in the risk factor below. 21 We may be subject to other tax liabilities even if we qualify as a REIT. Even if we remain qualified as a REIT for federal income tax purposes, we will be required to pay certain federal, state and local taxes on our income and property. For example, we will be subject to federal income tax on any of our REIT taxable income (including capital gains) that we do not distribute annually to our stockholders. Additionally, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which dividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Moreover, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we will undertake sales of assets if those assets become inconsistent with our long-term strategic or return objectives, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. The need to avoid prohibited transactions could cause us to forego or defer sales of properties that might otherwise be in our best interest to sell. In addition, any net taxable income earned directly by our TRSs, or through entities that are disregarded for federal income tax purposes as entities separate from our TRSs, will be subject to federal and possibly state corporate income tax. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our stockholders. Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations. The maximum federal income tax rate applicable to “qualified dividend income” payable by non-REIT corporations to certain non-corporate U.S. stockholders is generally 20% and a 3.8% Medicare tax may also apply. Dividends paid by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividend income. Commencing with taxable years that began on or after January 1, 2018 and continuing through 2025, H.R. 1 temporarily reduced the effective tax rate on ordinary REIT dividends (i.e., dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us) for U.S. holders of our common stock that are individuals, estates or trusts by permitting such holders to claim a deduction in determining their taxable income equal to 20% of any such dividends they receive. Taking into account H.R. 1’s reduction in the maximum individual federal income tax rate from 39.6% to 37%, this results in a maximum effective rate of regular income tax on ordinary REIT dividends of 29.6% through 2025 (as compared to the 20% maximum federal income tax rate applicable to qualified dividend income received from a non-REIT corporation). The more favorable rates applicable to regular corporate distributions could cause investors who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay distributions. This could materially and adversely affect the value of the stock of REITs, including our common stock. Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities. The REIT provisions of the Internal Revenue Code substantially limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets does not constitute qualifying income for purposes of income tests that apply to us as a REIT. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of the income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in our TRSs will generally not provide any tax benefit, except for being carried forward against future taxable income in the TRSs. Item 1B: Unresolved Staff Comments There are no unresolved staff comments. 22 Item 2: Properties As of December 31, 2020, our portfolio consisted of 1,129 properties located in 46 states and totaling approximately 22.7 million square feet of GLA. As of December 31, 2020, our portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.7 years. A significant majority of our properties are leased to national tenants and approximately 67.5% of our annualized base rent was derived from tenants, or parents thereof, with an investment grade credit rating. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. In addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level. Tenant Diversification The following table presents annualized base rents for all tenants that generated 1.5% or greater of our total annualized base rent as of December 31, 2020: ($ in thousands) Tenant / Concept Walmart Dollar General Tractor Supply Best Buy TJX Companies Sherwin-Williams O'Reilly Auto Parts Hobby Lobby TBC Corporation Lowe's Home Depot Walgreens Burlington CVS Dollar Tree Kroger Wawa AutoZone LA Fitness Sunbelt Rentals Other(2) Total Annualized % of Ann. Base Rent (1) Base Rent 7.3 % $ 4.4 % 4.3 % 3.7 % 3.6 % 3.5 % 3.3 % 2.7 % 2.4 % 2.4 % 2.4 % 2.3 % 2.3 % 2.2 % 2.2 % 2.1 % 1.9 % 1.8 % 1.8 % 1.7 % 41.7 % 100.0 % 21,089 12,545 12,457 10,493 10,450 10,077 9,411 7,631 6,948 6,901 6,841 6,594 6,526 6,421 6,216 5,919 5,536 5,268 5,091 4,992 120,028 $ 287,434 (1)(cid:3) Represents annualized contractual base rent on a straight-line basis as of December 31, 2020. (2)(cid:3) Includes tenants generating less than 1.5% of annualized contractual base rent. 23 Tenant Sector Diversification The following table presents annualized base rents for all sectors as of December 31, 2020: ($ in thousands) Tenant Sector Home Improvement Grocery Stores Tire and Auto Service General Merchandise Convenience Stores Off-Price Retail Auto Parts Dollar Stores Pharmacy Farm and Rural Supply Consumer Electronics Crafts and Novelties Health and Fitness Home Furnishings Restaurants - Quick Service Equipment Rental Health Services Warehouse Clubs Specialty Retail Dealerships Discount Stores Theaters Entertainment Retail Pet Supplies Restaurants - Casual Dining Sporting Goods Financial Services Apparel Shoes Beauty and Cosmetics Office Supplies Miscellaneous Total Annualized % of Ann. Base Rent (1) Base Rent 9.8 % $ 8.3 % 8.1 % 7.3 % 6.9 % 6.7 % 6.2 % 6.1 % 4.8 % 4.7 % 4.2 % 3.4 % 2.5 % 1.9 % 1.9 % 1.9 % 1.8 % 1.7 % 1.7 % 1.7 % 1.6 % 1.3 % 1.1 % 0.9 % 0.8 % 0.7 % 0.7 % 0.4 % 0.4 % 0.3 % 0.2 % — % 100.0 % 28,208 23,794 23,257 20,958 19,904 19,188 17,882 17,552 13,835 13,408 12,051 9,835 7,077 5,485 5,363 5,318 5,271 4,988 4,862 4,820 4,565 3,854 3,117 2,597 2,314 2,020 2,001 1,260 1,019 878 659 94 $ 287,434 (1)(cid:3) Represents annualized contractual base rent on a straight-line basis as of December 31, 2020. 24 Geographic Diversification The following table presents annualized base rents, by state, for our portfolio as of December 31, 2020: ($ in thousands) Tenant Sector Texas Michigan North Carolina Ohio Florida Illinois Pennsylvania New Jersey Georgia California New York Wisconsin Virginia Missouri Mississippi Louisiana Other(2) Total Annualized % of Ann. Base Rent (1) Base Rent 7.7 % $ 6.8 % 5.7 % 5.6 % 5.4 % 5.1 % 4.2 % 3.9 % 3.7 % 3.7 % 3.3 % 3.2 % 2.9 % 2.8 % 2.6 % 2.5 % 30.9 % 100.0 % 22,207 19,447 16,296 16,231 15,457 14,521 12,053 11,145 10,717 10,577 9,437 9,283 8,397 8,177 7,404 7,304 88,781 $ 287,434 (1)(cid:3) Represents annualized contractual base rent on a straight-line basis as of December 31, 2020. (2)(cid:3) Includes states generating less than 2.5% of annualized contractual base rent. Lease Expirations The following table presents contractual lease expirations within the Company’s portfolio as of December 31, 2020, assuming that no tenants exercise renewal options: ($ and GLA in thousands) Year 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Thereafter Total Number of Leases Dollars Annualized Base Rent (1) Gross Leasable Area % of Total Square Feet Total % of 16 $ 19 42 41 64 82 81 84 110 185 492 2,594 3,726 8,236 14,195 15,410 16,280 17,989 20,566 32,814 33,624 122,000 1,216 $ 287,434 0.9 % 1.3 % 2.9 % 4.9 % 5.4 % 5.7 % 6.3 % 7.2 % 11.4 % 11.7 % 42.3 % 100 % 0.7 % 163 1.5 % 344 4.2 % 942 7.2 % 1,623 6.7 % 1,509 7.0 % 1,589 6.1 % 1,375 8.0 % 1,797 12.9 % 2,913 11.8 % 2,661 7,647 33.9 % 22,563 100.0 % (1)(cid:3) Represents annualized contractual base rent on a straight-line basis as of December 31, 2020. 25 Developments In the fourth quarter of 2020, the Company completed three previously announced development and PCS projects, including the Company’s second development project with Harbor Freight Tools in Weslaco, Texas and its first development projects with O’Reilly Auto Parts and Tire Discounters in Mayflower, Arkansas and Westerville, Ohio, respectively. During the fourth quarter of 2020, the Company commenced two new development and PCS projects, with total anticipated costs of approximately $6.2 million. The projects consist of the Company’s third development with Burlington in Texarkana, Texas, and the Company’s second development with Gerber Collision in Buford, Georgia. Construction continued during the fourth quarter on the Company’s first development project with Grocery Outlet in Port Angeles, Washington, which is expected to be completed in the second quarter of 2021. During the year ended December 31, 2020, the Company had 12 development or PCS projects completed or under construction. Anticipated total costs for those projects are approximately $43.2 million and include the following completed or commenced projects: Tenant ALDI Harbor Freight Tools Big Lots Tractor Supply Sunbelt Rentals Family Dollar TJ Maxx Burlington Tractor Supply Harbor Freight Tools O'Reilly Auto Parts Tire Discounters Grocery Outlet Burlington Gerber Collision Location Lease Structure Build-to-Suit Frankfort, KY Build-to-Suit Frankfort, KY Build-to-Suit Frankfort, KY Build-to-Suit Hart, MI Build-to-Suit Converse, TX Build-to-Suit Grayling, MI Build-to-Suit Harlingen, TX Build-to-Suit Columbus, OH Build-to-Suit Columbus, OH Build-to-Suit Weslaco, TX Build-to-Suit Mayflower, AR Build-to-Suit Westerville, OH Port Angeles, WA Build-to-Suit Build-to-Suit Texarkana, TX Build-to-Suit Buford, GA Item 3: Legal Proceedings Lease Term 10 years 10 years 10 years 10 years 10 years 7 Years 10 years 10 years 10 years 15 Years 10 years 15 Years 15 years 11 years 15 years (cid:3) Status Actual or Anticipated Rent Commencement Q4 2019 Q4 2019 Q1 2020 Q1 2020 Q1 2020 Q2 2020 Q3 2020 Q3 2020 Q3 2020 Q4 2020 Q4 2020 Q4 2020 Q2 2021 Q2 2021 Q2 2021 Complete Complete Complete Complete Complete Complete Complete Complete Complete Complete Complete Complete Under Construction Under Construction Under Construction From time to time, we are involved in legal proceedings in the ordinary course of business. We are not presently involved in any litigation nor, to our knowledge, is any other litigation threatened against us, other than routine litigation arising in the ordinary course of business, which is expected to be covered by our liability insurance and all of which collectively is not expected to have a material adverse effect on our liquidity, results of operations or business or financial condition. Item 4: Mine Safety Disclosures Not applicable. 26 PART II Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NYSE under the symbol “ADC.” At February 16, 2021, there were 63,471,483 shares of our common stock issued and outstanding which were held by approximately 125 stockholders of record. The number of stockholders of record does not reflect persons or entities that held their shares in nominee or “street” name. In addition, at February 16, 2021 there were 347,619 outstanding Operating Partnership Units held by a limited partner other than our Company. The Operating Partnership Units are exchangeable into shares of common stock on a one-for-one basis. Common stock repurchases during the three months ended December 31, 2020 were: Period October 1, 2020 - October 31, 2020 November 1, 2020 - November 30, 2020 December 1, 2020 - December 31, 2020 Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs — $ — 61 61 $ — — 64.80 64.80 — — — — — — — — During the three months ended December 31, 2020, the Company withheld 61 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of our common stock on the applicable vesting date. There were no unregistered sales of equity securities during the three months ended December 31, 2020. We intend to continue to declare regular dividends, having transitioned from a quarterly dividend to a monthly dividend beginning in 2021. However, our distributions are determined by our board of directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code and such other factors as the board of directors deems relevant. We have historically paid cash dividends, although we may choose to pay a portion in stock dividends in the future. To qualify as a REIT, we must distribute at least 90% of our REIT taxable income prior to net capital gains to our stockholders, as well as meet certain other requirements. We must pay these distributions in the taxable year the income is recognized; or in the following taxable year if they are declared during the last three months of the taxable year, payable to stockholders of record on a specified date during such period and paid during January of the following year. Such distributions are treated for REIT tax purposes as paid by us and received by our stockholders on December 31 of the year in which they are declared. In addition, at our election, a distribution for a taxable year may be declared in the following taxable year if it is declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment after such declaration. These distributions qualify as dividends paid for the 90% REIT distribution test for the previous year and are taxable to holders of our capital stock in the year in which paid. For information about our equity compensation plan, please see “Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K. Item 6: Selected Financial Data Not applicable. 27 Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the consolidated financial statements, and related notes thereto, included elsewhere in this Annual Report on Form 10-K and the “Cautionary Note Regarding Forward-Looking Statements” in “Item 1A – Risk Factors” above. Also refer to “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2019 for additional discussion of our financial condition and results of operations, including a comparison of our results of operations for the years ended December 31, 2019 and December 31, 2018. Overview The Company is a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the NYSE in 1994. The Company’s assets are held by, and all of its operations are conducted through, directly or indirectly, the Operating Partnership, of which the Company is the sole general partner and in which the Company held a 99.4% interest as of December 31, 2020. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. As of December 31, 2020, the Company’s portfolio consisted of 1,129 properties located in 46 states and totaling approximately 22.7 million square feet of GLA. As of December 31, 2020, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term of approximately 9.7 years. A significant majority of the Company’s properties are leased to national tenants and approximately 67.5% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of the Company’s tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. The Company elected to be taxed as a REIT for federal income tax purposes commencing with its taxable year ended December 31, 1994. We believe that we have been organized and have operated in a manner that has allowed us to qualify as a REIT for federal income tax purposes and we intend to continue operating in such a manner. COVID-19 We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it is impacting our tenants and business partners. We are unable to predict the impact that the COVID-19 pandemic will ultimately have on our financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak continues to rapidly evolve and, many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. Many states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting quarantines, restrictions on travel, “shelter in place” rules, restrictions on the types of businesses that may continue to operate, and/or restrictions on the types of construction projects that may continue. Although many of these jurisdictions have lifted some of these restrictions, we cannot predict whether and to what extent the restrictions will be reinstated, whether additional states and cities will implement similar restrictions or when restrictions currently in place will expire. As a result, the COVID-19 pandemic is impacting almost every industry directly or indirectly, including industries in which we and our tenants operate. Further, the impacts of a potential worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets and consumer spending as well as other unanticipated consequences of the COVID-19 pandemic, remain unknown. 28 In addition, we cannot predict the impact that COVID-19 will have on our tenants and other business partners; however, any material effect on these parties could adversely impact us. The Company received second, third and fourth quarter rent payments from approximately 95%, 98% and 99% of its portfolio, respectively. In addition, as is believed to be the case with all retail landlords, the Company received numerous short-term rent relief requests, most often in the form of rent deferral requests. To date, the Company has entered into lease modifications that deferred 2%, 2% and less than 1% of rent originally contracted for the second, third and fourth quarters of 2020, respectively. These rent deferral percentages are net of any repayments that have since occurred. Not all tenant requests have resulted or will ultimately result in modification agreements, nor is the Company forgoing its contractual rights under its lease agreements. Collections, rent relief requests, and rent concessions to date may not be indicative of collections, requests, or concessions in any future period. Refer to Note 2 – Summary of Significant Accounting Policies – Rent Concessions – COVID-19 to the consolidated financial statements within this Annual Report on Form 10-K regarding the Company’s accounting policies for rent concessions. Pursuant to the Company’s accounting elections, rental revenue continued to be recognized for tenants subject to deferral agreements, as long as such agreements did not result in a substantial increase in the Company’s rights as the lessor. As a result, rent deferrals did not have a material impact on revenues for the year ended December 31, 2020. The impact of the COVID-19 pandemic on our rental revenue for future periods cannot be determined at present. The situation surrounding the COVID-19 pandemic remains fluid, and we continue to actively manage our response in collaboration with tenants, government officials and business partners and assess potential impacts to our financial position and operating results, as well as potential adverse developments in our business. For further information regarding the impact of COVID-19 on the Company, see Part I, Item 1A, “Risk Factors.” Recent Accounting Pronouncements Refer to “Note 2 – Summary of Significant Accounting Policies” in the consolidated financial statements for a summary and anticipated impact of each accounting pronouncement on the Company’s financial statements. Critical Accounting Policies The preparation of our financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires us to make estimates and assumptions that are subjective in nature and, as a result, our actual results could differ materially from our estimates. Some of these estimates and assumptions require application of difficult, subjective, and/or complex judgment, often about the effect of matters that are inherently uncertain and that may change in subsequent periods, including those relating to the policies below. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 to our consolidated financial statements. Accounting for Acquisitions of Real Estate The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, building and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. Intangible assets and liabilities represent the value of in- place leases and above- or below-market leases. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property. In making estimates of fair values, the Company may use a number of sources, including data provided by independent third parties, as well as information obtained by the Company as a result of due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located. The use of different assumptions in the allocation of the purchase price of the acquired properties could affect the timing of recognition of the related revenue and expenses. Impairments We review our real estate investments for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds. Events or circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated 29 residual values, or our ability or expectation to re-lease or sell properties that are vacant or become vacant. Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the residual value of the real estate, with the carrying cost of the individual asset. An asset is considered impaired if its carrying value exceeds its estimated undiscounted cash flows and an impairment charge is recorded in the amount by which the carrying value of the asset exceeds its estimated fair value. The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions, and purchase offers received from third parties. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. The expected cash flows of a property are dependent on estimates and other factors subject to change, including (1) changes in the national, regional, and/or local economic climates and/or market conditions, (2) competition from other retail, (3) increases in operating costs, (4) bankruptcy and/or other changes in a tenant’s condition, and (5) expected holding period. These factors could cause our expected future cash flows from a property to change, and, as a result, an impairment could be considered to have occurred. Determination of the fair value of a property for purposes of measuring impairment involves significant judgment. The COVID-19 pandemic has resulted in a number of our tenants temporarily closing their stores and/or requesting rent relief. The extent to which the COVID-19 pandemic continues to impact our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. As a result of the pandemic, an even greater level of uncertainty with respect to the judgment required to determine expected cash flows and fair values of properties for purposes of identifying or measuring impairment has arisen. Results of Operations Overall The Company’s real estate investment portfolio grew from approximately $2.22 billion in gross investment amount representing 821 properties with 14.6 million square feet of gross leasable space as of December 31, 2019 to approximately $3.30 billion in gross investment amount representing 1,129 properties with 22.7 million square feet of gross leasable space at December 31, 2020. The Company’s real estate investments were made throughout the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2020 on acquisitions that were made during 2019. Similarly, the full rental income impact of acquisitions made during 2020 will not be recognized until 2021. Acquisitions During the year ended December 31, 2020, the Company acquired 317 retail net lease assets for approximately $1.31 billion, which includes acquisition and closing costs. These properties are located in 39 states and are leased to 45 different tenants operating in 20 diverse retail sectors for a weighted average lease term of approximately 11.3 years. The underwritten weighted average capitalization rate on the Company’s 2020 acquisitions was approximately 6.4%.1 Dispositions During the year ended December 31, 2020, the Company sold 17 properties for net proceeds of $47.7 million and recorded a net gain of $8.0 million. During the year ended December 31, 2019, the Company sold 16 properties for net proceeds of $65.5 million and recorded a net gain of $13.3 million. The weighted average capitalization rate on the Company’s 2020 dispositions was approximately 7.1%.1 1 When used within this discussion, “weighted average capitalization rate” for acquisitions and dispositions is defined by the Company as the sum of contractual fixed annual rents computed on a straight-line basis over the primary lease terms and anticipated annual net tenant recoveries, divided by the purchase and sale prices. 30 Development and Partner Capital Solutions During the year ended December 31, 2020, the Company completed nine developments or PCS projects. During the year ended December 31, 2019, the Company completed eight developments or PCS projects. At December 31, 2020 the Company had three such projects under construction. Comparison of Year Ended December 31, 2020 to Year Ended December 31, 2019 Rental Income Real Estate Tax Expense Property Operating Expense Depreciation and Amortization Expense Year Ended December 31, 2020 December 31, 2019 187,279 $ $ 15,520 $ $ 6,749 $ $ 45,703 $ $ 248,309 $ 21,428 $ 9,023 $ 66,758 $ Variance (in dollars) (percentage) 61,030 5,908 2,274 21,055 33 % 38 % 34 % 46 % The variances in rental income, real estate tax expense, property operating expense and depreciation and amortization expense shown above were due to the acquisition and the ownership of an increased number of properties during the year ended December 31, 2020 compared to the year ended December 31, 2019, as further described under Results of Operations - Overall above. General and administrative expenses increased $5.2 million, or 34%, to $20.8 million for the year ended December 31, 2020, compared to $15.6 million for the year ended December 31, 2019. The increase was primarily the result of increased employee headcount, which resulted in increased compensation costs, certain new executive employment agreements entered into in 2020 and increased professional costs. General and administrative expenses as a percentage of total revenue remained consistent at 8.3% in the years ended December 31, 2020 and 2019. Provision for impairment increased to $4.1 million for the year ended December 31, 2020, compared to $1.6 million for the year ended December 31, 2019. Provisions for impairment reflect the amount by which current book value exceeds estimated fair value and are not necessarily comparable period-to-period. Interest expense increased $7.0 million, or 21%, to $40.1 million for the year ended December 31, 2020, compared to $33.1 million for the year ended December 31, 2019. The increase in interest expense was primarily a result of higher levels of borrowings in 2020 in comparison to 2019, partially offset by a reduction in interest rates on certain debt. Borrowings increased in order to finance the acquisition and development of additional properties. Acquisition activity increased in 2020 in comparison to the prior period. Gain on sale of assets decreased to $8.0 million for the year ended December 31, 2020, compared to $13.3 million for the year ended December 31, 2019. Gains on sales of assets are dependent on the levels of disposition activity and the assets’ basis relative to their sales prices. As a result, such gains are not necessarily comparable period-to-period. Income tax expense increased $0.6 million, or 102%, to $1.1 million for the year ended December 31, 2020, compared to $0.5 million for the year ended December 31, 2019. Income tax expense increased due to the acquisition and the ownership of additional properties during the year ended December 31, 2020 compared to the year ended December 31, 2019. Additionally, income tax expense in 2019 was offset by a one-time credit of $0.5 million to reflect a reduction in the Company’s deferred tax liability of one of its taxable REIT subsidiaries. Net income increased $11.2 million, or 14%, to $92.0 million for the year ended December 31, 2020, compared to $80.8 million for the year ended December 31, 2019. The change was the result of the items discussed above. Liquidity and Capital Resources The Company’s principal demands for funds include payment of operating expenses, payment of principal and interest on our outstanding indebtedness, dividends and distributions to its stockholders and holders of Operating Partnership Units and future property acquisitions and development. 31 The Company expects to meet its short-term liquidity requirements through cash provided from operations and borrowings under its revolving credit facility. As of December 31, 2020, available cash and cash equivalents, including cash held in escrow, was $8.0 million. As of December 31, 2020, the Company had $92.0 million outstanding on its revolving credit facility and $407.8 million was available for future borrowings, subject to its compliance with covenants. We anticipate funding our long-term capital needs through cash provided from operations, borrowings under our revolving credit facility, the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity. In December 2019, we amended and restated our revolving credit agreement, increasing our current and potential future borrowing capacity – see Senior Unsecured Revolving Credit Facility below. We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs, is uncertain and cannot be predicted and could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in Part I, Item 1A, “Risk Factors.” Additionally, see COVID-19 above. The full impact of the COVID-19 pandemic on the Company’s rental revenue and, as a result, future cash from operations cannot be determined at present. Capitalization As of December 31, 2020, the Company’s total enterprise value was approximately $5.24 billion. Total enterprise value consisted of $4.02 billion of common equity (based on the December 31, 2020 closing price of Company common stock on the NYSE of $66.58 per share and assuming the conversion of Operating Partnership Units) and $1.22 billion of total debt including (i) $92.0 million of borrowings under its revolving credit facility; (ii) $240.0 million of unsecured term loans; (iii) $860.0 million of senior unsecured notes; (iv) $33.4 million of mortgage notes payable; less (v) cash, cash equivalents, and cash held in escrow of $8.0 million. The Company’s ratio of total debt to total enterprise value was 23.4% at December 31, 2020. At December 31, 2020, the non-controlling interest in the Operating Partnership consisted of a 0.6% ownership interest in the Operating Partnership. The Operating Partnership Units may, under certain circumstances, be exchanged for shares of Company common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged Operating Partnership Units held by others for cash based on the current trading price of our shares. Assuming the exchange of all Operating Partnership Units, there would have been 60,369,102 shares of common stock outstanding at December 31, 2020. Equity Shelf Registration and Follow-on Public Offerings The Company has filed with the SEC an automatic shelf registration statement on Form S-3, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. In March 2018, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriters’ option to purchase an additional 450,000 shares of common stock, in connection with a forward sale agreement. The offering, which included the full exercise of the underwriters’ option to purchase additional shares, was settled in its entirety in September 2018. Upon settlement the Company issued 3,450,000 shares and received net proceeds of approximately $160.2 million after deducting fees and expenses. 32 In September 2018, the Company entered into a follow-on public offering of 3,500,000 shares of common stock in connection with a forward sale agreement (the “September 2018 Forward”). The September 2018 Forward was settled in its entirety in April 2019. Upon settlement the Company issued 3,500,000 shares and received net proceeds of approximately $186.0 million, after deducting fees and expenses. In April 2019, the Company entered into a follow-on public offering to sell an aggregate of 3,162,500 shares of common stock (the “April 2019 Forward”) which included the full exercise of the underwriters’ option to purchase an additional 412,500 shares of common stock. The April 2019 Forward was settled in its entirety on December 30, 2019. Upon settlement, the Company issued 3,162,500 shares of common stock and received net proceeds of approximately $195.8 million, after deducting fees and expenses. In April 2020, the Company completed a follow-on public offering of 2,875,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 375,000 shares of common stock. Upon closing, the Company issued 2,875,000 shares and received net proceeds of $170.4 million, after deducting fees and expenses. Also in April 2020, the Company entered into a follow-on public offering to sell an aggregate of 6,166,666 shares of common stock in connection with a forward sale agreement (the “April 2020 Forward”). During the remainder of 2020, the Company settled the April 2020 Forward, realizing net proceeds of approximately $354.6 million, after deducting fees and expenses. 2018 ATM Program In May 2018, the Company entered into a $250.0 million ATM program (“2018 ATM Program”) through which the Company, from time to time, sold shares of common stock and entered into forward sale agreements. During 2018 and 2019, the Company issued 3,057,263 and 886,768 shares of common stock, respectively, under the 2018 ATM Program, realizing net proceeds of approximately $180.3 and $58.5 million, respectively. The 2018 ATM Program was subsequently terminated, and no future issuances will occur under the 2018 ATM Program. 2019 ATM Program In July 2019, the Company entered into a $400.0 million ATM program (the “2019 ATM Program”) through which the Company, from time to time, sold shares of common stock. During the third quarter of 2019, the Company issued 444,228 shares of common stock under the 2019 ATM Program, realizing net proceeds of $32.6 million. In addition to selling shares of common stock, the Company also entered into forward sale agreements through the 2019 ATM Program, as described below. During the fourth quarter of 2019, the Company entered into forward sale agreements in connection with the 2019 ATM Program to sell an aggregate of 2,003,118 shares of common stock. Additionally, during the first quarter of 2020, the Company entered into forward sale agreements in connection with the 2019 ATM Program to sell an aggregate of 3,169,754 shares of common stock. During 2020, the Company settled all forward sale agreements under the 2019 ATM Program realizing net proceeds of $359.5 million. The 2019 ATM Program was terminated simultaneously with the establishment of the 2020 ATM Program, which is discussed below. As a result, no future issuances will occur under the 2019 ATM Program. 2020 ATM Program In March 2020, the Company entered into a new $400.0 million ATM program (the “2020 ATM Program”) through which the Company, from time to time, may sell shares of common stock. In addition to selling shares of common stock, the Company has entered into forward sale agreements through the 2020 ATM Program, as described below. During 2020, the Company entered into forward sale agreements to sell an aggregate of 3,334,056 shares of common stock. The Company has since settled 204,074 shares of these forward sale agreements, realizing net proceeds of $12.5 million. The Company is required to settle the remaining outstanding shares of common stock under the 2020 ATM Program by various dates between May and December 2021. 33 After considering the 3,129,982 shares of common stock subject to forward sale agreements and including shares issued under the 2020 ATM Program, the Company had approximately $177.7 million of availability remaining under the 2020 ATM Program as of December 31, 2020. Subsequent Events In January 2021, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriter’s option to purchase an additional 450,000 shares of common stock. The offering resulted in net proceeds to the Company of approximately $221.4 million, after deducting the estimated offering expenses payable by the Company. Debt The below table summarizes the Company’s outstanding debt as of December 31, 2020 and December 31, 2019 (in thousands): Senior Unsecured Revolving Credit Facility Rate Revolving Credit Facility (1) 0.97 % Maturity January 2024 Interest Principal Amount Outstanding December 31, 2020 December 31, 2019 89,000 $ 89,000 $ 92,000 $ 92,000 $ Total Credit Facility Unsecured Term Loans (2) 2023 Term Loan 2024 Term Loan Facility 2024 Term Loan Facility 2026 Term Loan Total Unsecured Term Loans Senior Unsecured Notes (2) 2025 Senior Unsecured Notes 2027 Senior Unsecured Notes 2028 Senior Unsecured Notes 2029 Senior Unsecured Notes 2030 Senior Unsecured Notes 2030 Senior Unsecured Public Notes (3) 2031 Senior Unsecured Notes Total Senior Unsecured Notes Mortgage Notes Payable (2) Single Asset Mortgage Loan CMBS Portfolio Loan Single Asset Mortgage Loan Portfolio Credit Tenant Lease Total Mortgage Notes Payable 2.40 % 3.09 % 3.20 % 4.26 % July 2023 January 2024 January 2024 January 2026 4.16 % 4.26 % 4.42 % 4.19 % 4.32 % 3.49 % 4.42 % May 2025 May 2027 July 2028 September 2029 September 2030 October 2030 October 2031 $ $ $ $ 40,000 65,000 35,000 100,000 240,000 $ 50,000 $ 50,000 60,000 100,000 125,000 350,000 125,000 860,000 $ 6.24 % 3.60 % 5.01 % 6.27 % February 2020 $ January 2023 September 2023 July 2026 $ — 23,640 4,622 5,172 33,434 $ 40,000 65,000 35,000 100,000 240,000 50,000 50,000 60,000 100,000 125,000 — 125,000 510,000 2,775 23,640 4,779 5,921 37,115 Total Principal Amount Outstanding $ 1,225,434 $ 876,115 (1)(cid:3) The annual interest rate of the Revolving Credit Facility assumes one-month LIBOR as of December 31, 2020 of 0.14%. (2)(cid:3) Interest rate includes the effects of variable interest rates that have been swapped to fixed interest rates. (3)(cid:3) The principal amount outstanding for the $350.0 million 2030 Senior Unsecured Public Notes is presented excluding their original issue discount. 34 Senior Unsecured Revolving Credit Facility In December 2019, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement (the “Credit Agreement”). The Credit Agreement provides for a $500.0 million unsecured revolving credit facility (the “Revolving Credit Facility”), a $65.0 million unsecured term loan facility (the “$65 Million Term Loan”) and a $35.0 million unsecured term loan facility (the “$35 Million Term Loan,” and together with the $65 Million Term Loan, the “2024 Term Loan Facilities”). The Credit Agreement amended and restated in its entirety the Company’s previous credit agreement dated December 15, 2016. The Credit Agreement provides $600.0 million unsecured borrowing capacity, composed of the Revolving Credit Facility, which matures on January 15, 2024, as well as the 2024 Term Loan Facilities, which mature on January 15, 2024. Subject to certain terms and conditions set forth in the Credit Agreement, the Company (i) may request additional lender commitments under any or all facilities of up to an additional aggregate of $500.0 million and (ii) may elect, for an additional fee, to extend the maturity date of the Revolving Credit Facility by six months up to two times, for a maximum maturity date of January 15, 2025. No amortization payments are required under the Credit Agreement, and interest is payable in arrears no less frequently than quarterly. All borrowings under the Revolving Credit Facility (except swing line loans) bear interest at a rate per annum equal to, at the option of the Company, (i) LIBOR plus a margin that is based upon the Company’s credit rating, or (ii) the Base Rate (which is defined as the greater of the rate of interest as publicly announced from time to time by PNC Bank, National Association, as its prime rate, the Federal Funds Open Rate plus 0.50%, or the Daily Eurodollar Rate plus 1.0%) plus a margin that is based upon the Company’s credit rating. The margins for the Revolving Credit Facility range in amount from 0.775% to 1.450% for LIBOR-based loans and 0.00% to 0.45% for Base Rate loans, depending on the Company’s credit rating. The margins for the Revolving Credit Facility are subject to improvement based on the Company’s leverage ratio, provided its credit rating meets a certain threshold. Concurrent with entering into the Credit Agreement, certain conforming changes, including customary financial covenants, were made to the 2023 Term Loan and 2026 Term Loan – see Unsecured Term Loan Facilities below. The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014 (the “Reimbursement Agreement”). Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the Revolving Credit Facility is less than $14.0 million. Unsecured Term Loan Facilities In August 2016, the Company entered into a $20.3 million unsecured amortizing term loan that matured May 2019 and that was swapped to an all-in rate of 3.62% (the “2019 Term Loan”). The 2019 Term Loan was repaid upon maturity in May 2019. In July 2016, the Company completed a $40.0 million unsecured term loan facility that matures July 2023 (the “2023 Term Loan”). Borrowings under the 2023 Term Loan are priced at LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company entered into an interest rate swap agreement to fix LIBOR at 140 basis points until maturity. As of December 31, 2020, $40.0 million was outstanding under the 2023 Term Loan, which was subject to an all-in interest rate of 2.40%, including the swap. The Credit Agreement extended the maturity dates of the $65 Million Term Loan and the $35 Million Term Loan to January 2024. In connection with entering into the Credit Agreement, the prior notes evidencing the existing $65 Million Term Loan and $35 Million Term Loan were canceled and new notes evidencing the 2024 Term Loan Facilities were executed. Borrowings under the unsecured 2024 Term Loan Facilities bear interest at LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company utilized existing interest rate swap agreements to effectively fix the LIBOR at 213 basis points until September 2020 for the $35 Million Term Loan and July 2021 for the $65 Million Term Loan. Additional interest rate swap agreements were entered into to fix LIBOR at 143 basis points until maturity 35 (refer to Note 9 – Derivative Instruments and Hedging Activity). As of December 31, 2020, $100.0 million was outstanding under the 2024 Term Loan Facilities, bearing an all-in interest rate of 3.13%, including the swaps. In December 2018, the Company entered into a $100.0 million unsecured term loan facility that matures January 2026 (the “2026 Term Loan”). Borrowings under the 2026 Term Loan are priced at LIBOR plus 145 to 240 basis points, depending on the Company’s credit rating. The Company entered into interest rate swap agreements to fix LIBOR at 266 basis points until maturity. As of December 31, 2020, $100.0 million was outstanding under the 2026 Term Loan, which was subject to an all-in interest rate of 4.26%, including the swap. Senior Unsecured Notes In May 2015, the Company and the Operating Partnership completed a private placement of $100.0 million principal amount of senior unsecured notes. The senior unsecured notes were sold in two series; $50.0 million of 4.16% notes due May 2025 (the “2025 Senior Unsecured Notes”) and $50.0 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”). In July 2016, the Company and the Operating Partnership completed a private placement of $60.0 million aggregate principal amount of 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”). In September 2017, the Company and the Operating Partnership completed a private placement of $100.0 million aggregate principal amount of 4.19% senior unsecured notes due September 2029 (the “2029 Senior Unsecured Notes”). In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities with institutional purchasers. Pursuant to the supplements, the Operating Partnership completed a private placement of $125.0 million aggregate principal amount of 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”). In October 2019, the Company and the Operating Partnership closed on a private placement of $125.0 million of 4.47% senior unsecured notes due October 2031. In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100.0 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100.0 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125.0 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%. All of the senior unsecured notes described in the preceding paragraphs were sold to only institutional investors in private placements pursuant to Section 4(a)(2) of the Securities Act. In August 2020, the Operating Partnership completed an underwritten public offering of $350.0 million aggregate principal amount of 2.900% 2030 Senior Unsecured Public Notes. The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The terms of the 2030 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated August 17, 2020, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350.0 million aggregate principal amount of 2031 Senior Unsecured Notes is 3.49%. Mortgage Notes Payable As of December 31, 2020, the Company had total gross mortgage indebtedness of $33.4 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $40.0 million. Including mortgages that have 36 been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.21% as of December 31, 2020 and 4.40% as of December 31, 2019. The Company has entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that the Company defaults under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan. Loan Covenants Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2020, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its material loan covenants and obligations as of December 31, 2020. Cash Flows Operating -- Substantially all of the Company’s cash from operations is generated by rental income from its investment portfolio. Net cash provided by operating activities for the year ended December 31, 2020 increased by $16.2 million over 2019, primarily due to the increase in the size of the Company’s real estate investment portfolio, partially offset by a cash payment at settlement of outstanding interest rate swap agreements. Investing -- Net cash used in investing activities was $632.3 million higher during the year ended December 31, 2020, compared to 2019. Acquisitions of properties during 2020 were $618.6 million higher than 2019, due to overall increases in the level of acquisition activity. Development costs during the year ended December 31, 2020 were $4.8 million lower than 2019, due to the timing of costs incurred related to the Company’s development activity. Proceeds from asset sales decreased by $17.8 million during the year ended December 31, 2020 compared to 2019. Proceeds from asset sales are dependent on levels of disposition activity and the specific assets sold. Proceeds from asset sales are not necessarily comparable period-to-period. Financing -- Net cash provided by financing activities was $593.7 million higher during the year ended December 31, 2020, compared to 2019. Net proceeds from the issuance of common stock increased by $423.4 million during the year ended December 31, 2020 compared to 2019, primarily to fund the increased level of acquisitions occurring in 2020. Net proceeds from the issuance of senior unsecured notes increased by $224.7 million during the year ended December 31, 2020, compared to 2019, also to fund the increased level of acquisitions occurring in 2020. Increases in equity and debt issuances were partially offset by a decrease in net borrowings on the Revolving Credit Facility of $67.0 million during the year ended December 31, 2020 compared to 2019. The Company increased its total dividends and distributions paid to its stockholders and non-controlling owners by $25.9 million during 2020 compared to 2019. The Company increased its quarterly dividend in the fourth quarter of 2020 to an annualized $2.48 per share of common stock, a 6.0% increase over the annualized $2.34 per share of common stock declared in the fourth quarter of 2019. 37 Contractual Obligations In conducting our business, the Company enters into contractual obligations, including those for debt and operating leases for land. Detail of these obligations as of December 31, 2020, including expected settlement periods, is contained below in thousands): Mortgage Notes Payable Revolving Credit Facility Unsecured Term Loans Senior Unsecured Notes Land Lease Obligations Estimated Interest Payments on Outstanding Debt (1) Total 2021 2022 Payments due by period 2023 2024 2025 Thereafter $ 998 $ 1,060 $ 28,758 $ 963 $ 1,026 $ — — — 1,033 — — — 1,026 — 40,000 — 1,031 92,000 100,000 — 1,031 — — 50,000 1,031 629 $ — 100,000 810,000 30,036 Total 33,434 92,000 240,000 860,000 35,188 32,651 256,594 27,305 $ 34,682 $ 34,675 $ 100,960 $ 221,299 $ 77,329 $ 1,048,271 $ 1,517,216 25,272 32,589 107,606 31,171 (1)(cid:3) Estimated interest payments are based on (i) the stated rates for mortgage notes payable, including the effect of interest rate swap agreements and (ii) the stated rates for unsecured term loans, including the effect of interest rate swap agreements and assuming the interest rate in effect for the most recent quarter remains in effect through the respective maturity dates, and (iii) the stated rates for senior unsecured notes. Inflation Our leases typically contain provisions to mitigate the adverse impact of inflation on our results of operations. Tenant leases generally provide for limited increases in rent as a result of fixed increases or increases in the consumer price index. Certain of our leases contain clauses enabling us to receive percentage rents based on tenants’ gross sales, which generally increase as prices rise. During times when inflation is greater than increases in rent, rent increases will not keep up with the rate of inflation. Substantially all of our properties are leased to tenants under long-term, net leases which require the tenant to pay certain operating expenses for a property, thereby reducing our exposure to operating cost increases resulting from inflation. Inflation may have an adverse impact on our tenants. Non-GAAP Financial Measures Funds from Operations (“FFO” or “Nareit FFO”) FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations. FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition. 38 Core Funds from Operations (“Core FFO”) The Company defines Core FFO as Nareit FFO with the addback of noncash amortization of above- and below- market lease intangibles. Under Nareit’s definition of FFO, lease intangibles created upon acquisition of a net lease must be amortized over the remaining term of the lease. The Company believes that by recognizing amortization charges for above- financial performance measure can be and below-market diminished. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acquired the substantial majority of its net leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties. the utility of FFO as a intangibles, lease Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition. Adjusted Funds from Operations (“AFFO”) AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash and/or infrequently recurring items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of its performance, or to cash flow as a measure of liquidity or ability to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs. 39 The following table provides a reconciliation of net income to FFO, Core FFO, and AFFO for the years ended December 31, 2020, 2019, and 2018: (cid:3) December 31, 2020 December 31, 2019 December 31, 2018 Year Ended Reconciliation from Net Income to Funds from Operations Net income Depreciation of rental real estate assets Amortization of lease intangibles - in-place leases and leasing costs Provision for impairment (Gain) loss on sale of assets Funds from Operations Amortization of above (below) market lease intangibles, net Core Funds from Operations (cid:3) Straight-line accrued rent Deferred tax expense (benefit) Stock based compensation expense Amortization of financing costs Non-real estate depreciation Adjusted Funds from Operations Funds from Operations Per Share - Diluted Core Funds from Operations Per Share - Diluted Adjusted Funds from Operations Per Share - Diluted Weighted average shares and Operating Partnership Units outstanding Basic Diluted Additional supplemental disclosure Scheduled principal repayments Capitalized interest Capitalized building improvements Contractual rents subject to deferral 1 Uncollected contractual rents not subject to deferral 1 $ 91,972 $ 48,367 80,763 $ 34,349 58,798 24,553 17,882 4,137 (8,004) 154,354 $ 11,071 1,609 (13,306) 114,486 $ 8,271 2,319 (11,180) 82,761 (cid:3) 15,885 170,239 $ (cid:3) (cid:3) (7,818) — 4,995 826 509 168,751 $ (cid:3) 13,501 127,987 $ (cid:3) (cid:3) (7,093) (475) 4,106 706 283 125,514 $ 2.93 $ 3.23 $ 3.20 $ 2.75 $ 3.08 $ 3.02 $ 10,668 93,429 (4,648) — 3,227 578 146 92,732 2.53 2.85 2.83 52,185,838 52,744,353 40,924,965 41,571,233 32,417,874 32,748,741 907 $ 172 $ 5,581 $ 2,133 2,069 2,401 $ 410 $ 2,451 $ 3,337 448 1,635 $ $ (cid:3) (cid:3) (cid:3) $ $ $ $ $ $ $ $ $ 1Beginning in the second quarter of 2020, the Company began providing supplemental disclosures due to the COVID-19 pandemic. “Contractual rent” for any period means the recurring cash amount charged to tenants, inclusive of monthly base rent and recurring operating cost reimbursements due pursuant to lease agreements, for such period. “Contractual rents subject to deferral” are presented net of amounts repaid under deferral agreements. “Uncollected contractual rents not subject to deferral” as used within this table exclude rents that have been deemed uncollectible for purpose of Accounting Standards Codification (ASC) Topic 842, Leases. Rents deemed uncollectible are excluded from the reported net income and funds from operations measures in the reconciliation above. 40 Item 7A: Quantitative and Qualitative Disclosures about Market Risk The Company is exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements. The Company’s interest rate risk is monitored using a variety of techniques. The table below presents the principal payments (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. Mortgage Notes Payable Average Interest Rate Unsecured Revolving Credit Facility (1) Average Interest Rate 2022 2021 $ 998 $ 1,060 $ 28,758 $ 3.89 % 6.02 % 6.02 % 2023 2024 2025 Thereafter Total 963 $ 1,026 $ 6.27 % 6.27 % 629 $ 33,434 6.27 % $ — $ — $ — $ 92,000 $ 1.01 % — $ — $ 92,000 Unsecured Term Loans Average Interest Rate $ — $ — $ 40,000 $ 100,000 $ 3.13 % 2.40 % — $ 100,000 $ 240,000 4.21 % Senior Unsecured Notes Average Interest Rate $ — $ — $ — $ — $ 50,000 $ 810,000 $ 860,000 4.16 % 3.96 % (1)(cid:3) The balloon payment balance includes the balance outstanding under the Revolving Credit Facility as of December 31, 2020. The Revolving Credit Facility matures in January 2024, with options to extend the maturity to extend its maturity date by six months up to two times, for a maximum maturity of January 2025. The fair value is estimated at $35.0 million, $253.8 million and $992.9 million for mortgage notes payable, unsecured term loans and senior unsecured notes, respectively, as of December 31, 2020. The table above incorporates those exposures that exist as of December 31, 2020; it does not consider those exposures or positions which could arise after that date. As a result, the Company’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates. The Company seeks to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when the Company deems such conversion advantageous. From time to time, the Company may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose the Company to the risks that the other parties to the agreements will not perform. The Company could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly effective cash flow hedges under GAAP guidance. In July 2014, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.09%. This swap effectively converted $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $0.7 million. In June 2016, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $40.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR 41 and pays to the counterparty a fixed rate of 1.40%. This swap effectively converted $40.0 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $1.2 million. In December 2018, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.66%. These swaps effectively converted $100.0 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. As of December 31, 2020, these interest rate swaps were valued as a liability of approximately $11.5 million. In October 2019, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 1.4275%. This swap effectively converts $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2021 to January 12, 2024. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $2.0 million. Also in October 2019, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $35.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 1.4265%. This swap effectively converts $35.0 million of variable-rate borrowings to fixed-rate borrowings from September 29, 2020 to January 12, 2024. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $1.3 million. In August 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100.0 million of long-term debt. The Company is hedging its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. As of December 31, 2020, these interest rate swaps were valued as an asset of approximately $2.3 million. In December 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100.0 million of long-term debt. The Company is hedging its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. As of December 31, 2020, these interest rate swaps were valued as a liability of approximately $0.2 million. The Company does not use derivative instruments for trading or other speculative purposes, and the Company did not have any other derivative instruments or hedging activities as of December 31, 2020. Refer to the section “Risks Related to Our Debt Financings” under Item 1A “Risk Factors” in this Annual Report for discussion of the future transition from LIBOR and the possible impact it may have on the Company’s debt, swap agreements, and interest payments. Item 8: Financial Statements and Supplementary Data The financial statements and supplementary data are listed in the Index to the Financial Statements and Financial Statement Schedules appearing on Page F-1 of this Annual Report on Form 10-K and are included in this Annual Report on Form 10-K following page F-1. Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 42 Item 9A: Controls and Procedures Disclosure Controls and Procedures As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that its disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a15-(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: 1)(cid:3) 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)(cid:3) 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)(cid:3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment and those criteria, our management believes that we maintained effective internal control over financial reporting as of December 31, 2020. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Attestation Report of Independent Registered Public Accounting Firm The attestation report issued by our independent registered public accounting firm, Grant Thornton LLP, required under this item is contained on page F-2 of this Annual Report on Form 10-K. Item 9B: Other Information None. 43 PART III Item 10: Directors, Executive Officers and Corporate Governance The information required by this item is set forth under the following captions in our proxy statement to be filed with respect to our 2021 Annual Meeting of Stockholders (the “Proxy Statement”), all of which is incorporated by reference: “Proposal I – Election of Directors”; “Board Matters –The Board of Directors”; “Board Matters –Committees of the Board”; “Board Matters –Corporate Governance”; “Executive Officers”; “Additional Information – Delinquent Section 16(a) Reports”; and “Additional Information – Proposals for 2021 Annual Meeting.” Item 11: Executive Compensation The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Board Matters – Director Compensation,” “Board Matters – Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report.” Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table summarizes the equity compensation plan under which our common stock may be issued as of December 31, 2020. Plan Category Equity Compensation Plans Approved by Security Holders Equity Compensation Plans Not Approved by Security Holders Total Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Outstanding Options, Warrant and Rights (b) Weighted Average Exercise Price of Rights (a) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) — — — — — — 695,459 (1) — 695,459 (1)(cid:3) Relates to various stock-based awards available for issuance under the Agree Realty Corporation 2020 Omnibus Incentive Plan, including incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, performance shares and units, unrestricted stock awards and dividend equivalent rights. Additional information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Security Ownership of Certain Beneficial Owners and Management.” Item 13: Certain Relationships, Related Transactions and Director Independence The information required by this item is set forth under the following captions in our Proxy Statement, all of which is incorporated herein by reference: “Related Person Transactions” and “Board Matters –The Board of Directors.” Item 14: Principal Accounting Fees and Services The information required by this item is set forth under the following caption in our Proxy Statement, all of which is incorporated herein by reference: “Audit Committee Matters.” 44 PART IV ITEM 15: Exhibits and Financial Statement Schedules 15(a)(1). The following documents are filed as a part of this Annual Report on Form 10-K: • Reports of Independent Registered Public Accounting Firm • Consolidated Balance Sheets as of December 31, 2020 and 2019 • Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 • Consolidated Statement of Equity for the Years Ended December 31, 2020, 2019 and 2018 • Consolidated Statements of Cash Flow for the Years Ended December 31, 2020, 2019 and 2018 • Notes to the Consolidated Financial Statements 15(a)(2). The following is a list of the financial statement schedules required by Item 8: Schedule III – Real Estate and Accumulated Depreciation 15(a)(3). Exhibits Exhibit No. 3.1 Description Articles of Incorporation of the Company, including all amendments and articles supplementary thereto (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013). 3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 9, 2013). 3.3 Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 6, 2015). 3.4 Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2016). 3.5 Articles Supplementary of the Company, dated February 26, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 28, 2019). 3.6 First Amendment to Amended and Restated Bylaws of Agree Realty Corporation, effective February 26, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 28, 2019). 3.7 Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2019). 4.1 Amended and Restated Registration Rights Agreement, dated July 8, 1994 by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994). 4.2 Form of certificate representing shares of common stock (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 filed on August 24, 2009). 4.3 Form of 4.32% Senior Guaranteed Note, Series 2018-A, due September 26, 2030 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018). 45 4.4 Form of 4.32% Senior Guaranteed Note, Series 2018-B, due September 26, 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018). 4.5* Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. 4.6 4.7 Indenture, dated as of August 17, 2020, among the Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020). Indenture Officer’s Certificate, dated as of August 17, 2020, among Agree Limited Partnership, Agree Realty Corporation and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020). 4.8 Form of Global Note for 2.900% Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020). 4.9 10.1 10.2 10.3 10.4 10.5 10.6 10.7 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). Term Loan Agreement, dated July 1, 2016, among Agree Limited Partnership, Capital One, National Association, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016). Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 15, 2016, among Agree Limited Partnership, as the Borrower, the Company, as the parent, certain subsidiaries of the Borrower, as guarantors, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016). First Amendment and Joinder to Term Loan Agreement, dated December 15, 2016, by and among Agree Limited Partnership, the Company, the other guarantors party thereto, the lenders party thereto and Capital One, National Association (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016). 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). 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). 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). First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of April 22, 1994, by and among the Company, Richard Agree, Edward Rosenberg and Joel Weiner (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012). 46 10.8 Second Amendment to First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated as of March 20, 2013, by and among the Company, Agree Limited Partnership and Richard Agree (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). 10.9+ Agree Realty Corporation Profit Sharing Plan (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996). 10.10+ 10.11+ 10.12+ 10.13+ 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). 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). Letter Agreement of Employment dated March 11, 2010 between Agree Limited Partnership and Laith Hermiz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2010). Employment Agreement, dated October 20, 2017, between Agree Realty Corporation and Clayton R. Thelen (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2017). 10.14* Summary of Director Compensation. 10.15+ Agree Realty Corporation 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014). 10.16+ 10.17+ 10.18+ 10.19 10.20 10.21 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). 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). 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). 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). 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). Increase Agreement, dated July 18, 2018 among Agree Limited Partnership, as the Borrower, the Company, as the parent, PNC Bank, National Association and the other lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 23, 2018). 47 10.22 Form of Revolving Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 23, 2018). 10.23 10.24 10.25 10.26 10.27 10.28 10.29 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). 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). Second Amendment to Term Loan Agreement dated November 2, 2018, among Agree Limited Partnership, Capital One, National Association, and Raymond James Bank, N.A. (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018). First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 17, 2018, among the Company, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018). Term Loan Agreement, dated December 27, 2018, by and among Agree Limited Partnership, the Company, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018). Guaranty, dated as of December 27, 2018, by and among the Company and each of the subsidiaries of Agree Limited Partnership party thereto (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018). Reimbursement Agreement, dated as of November 18, 2014, by and between the Company and Richard Agree (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018). 10.30+ Form of Performance Unit Award Notice (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). 10.31 Note Purchase Agreement, dated as of June 14, 2019, among Agree Limited Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019). 10.32 First Amendment to Term Loan Agreement, dated May 6, 2019, by and among Agree Limited Partnership, the Company, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019). 10.33 10.34 Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of May 6, 2019, by and among Agree Limited Partnership, the Company, PNC Bank, National Association and the other lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019). Third Amendment to Term Loan Agreement, dated May 6, 2019, by and among Agree Limited Partnership, the Company, Capital One, National Association and Raymond James Bank, N.A. (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019). 48 10.35 10.36 10.37 Second Amended and Restated Revolving Credit and Term Loan Agreement, dated December 5, 2019, among the Company, the Borrower, PNC Bank and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 9, 2019). Fourth Amendment to Term Loan Agreement, dated December 5, 2019, among the Company, the Borrower, Capital One, the guarantors party thereto and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 9, 2019). Second Amendment to Term Loan Agreement, dated December 5, 2019, among the Company, the Borrower, and PNC Bank (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 9, 2019). 10.38+ Summary of Material Terms of Compensation Arrangement with Danielle M. Spehar (effective December 7, 2019). (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019). 10.39+ Agree Realty Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2020). 10.40+ 10.41+ 10.42+ 10.43+ 10.44+ 21* 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). 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). 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). 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). 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). Subsidiaries of Agree Realty Corporation. Subsidiary Guarantors of Agree Realty Corporation. 23.1* Consent of Grant Thornton LLP. 24* Power of Attorney (included on the signature page of this Annual Report on Form 10-K). 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer. 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Clayton Thelen, Chief Financial Officer. 49 32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer. 32.2* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Clayton Thelen, Chief Financial Officer. 101* The following materials from Agree Realty Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statement of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements, tagged as blocks of text. 104* Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). * Filed herewith. + Management contract or compensatory plan or arrangement. 15(b) The Exhibits listed in Item 15(a)(3) are hereby filed with this Annual Report on Form 10-K. 15(c) The financial statement schedule listed at Item 15(a)(2) is hereby filed with this Annual Report on Form 10-K. 50 Reports of Independent Registered Public Accounting Firm Financial Statements Consolidated Balance Sheets Consolidated Statements of Operations and Comprehensive Income Consolidated Statements of Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Schedule III - Real Estate and Accumulated Depreciation Page F-2 F-5 F-7 F-8 F-9 F-10 F-38 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Agree Realty Corporation Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in the 2013 Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2020, and our report dated February 18, 2021 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Grant Thornton LLP Philadelphia, Pennsylvania February 18, 2021 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Agree Realty Corporation Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Agree Realty Corporation (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 18, 2021 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluating the fair value used in the purchase price allocation of real estate acquisitions As described in Notes 2 and 4 to the consolidated financial statements, the acquisition of property for investment purposes is typically accounted for as an asset acquisition in which the Company allocates the purchase price to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. The Company acquired approximately $1.31 billion of real estate during the year ended December 31, 2020. We identified the evaluation of the measurement of the fair values used in the purchase price allocation of real estate as a critical audit matter. The principal consideration for our determination that the evaluation of the measurement of the fair value used in the purchase price allocation of real estate was a critical audit matter was the higher risk of estimation uncertainty in determining estimates of fair value. Specifically, fair value measurements were sensitive to changes in market land values, building replacement values, and market rental rates. There was a high degree of subjective and complex auditor judgment in evaluating these key inputs and assumptions. F-3 Our audit procedures related to evaluating the fair values used in the purchase price allocation of real estate acquisitions included the following, among others. We obtained an understanding and tested the design and operating effectiveness of relevant controls relating to the process to allocate the purchase price of real estate acquisitions including internal controls over the selection and review of the assumptions to estimate fair value, including those used by third party valuation professionals. For a selection of real estate acquisitions, we involved our real estate valuation professionals with specialized skills and knowledge who assisted in evaluating the assumptions to the fair value measurements used in the purchase price allocations. The evaluation included comparison of Company assumptions to independently developed ranges using market data from industry transaction databases and published industry reports. For a selection of real estate acquisitions, we analyzed where the Company's market rental rates fell compared to our valuation professionals' independently developed ranges to evaluate if management bias was present. Our overall assessment of these assumptions and the amounts reported and disclosed in the consolidated financial statements included consideration of whether such information was consistent with evidence obtained in other areas of the audit. Evaluating the provision for impairment of real estate investments and related lease intangibles As described in Notes 2 and 4 to the consolidated financial statements, the Company reviews its real estate investments and related lease intangibles for potential impairment when certain events or changes in circumstances indicate that the carrying amount may not be recoverable through operations plus estimated disposition proceeds. Those events and circumstances include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. For real estate investments that show an indication of impairment, Management determines whether an impairment has occurred by comparing the estimated undiscounted future cash flows, including the residual value of the real estate, with the carrying amount of the individual asset. Forecasting the estimated future cash flows requires management to make estimates and assumptions about significant variables, such as the probabilities of outcomes and estimated holding periods, direct and terminal capitalization rates, and potential disposal proceeds to be received upon a sale. We identified the evaluation of impairment of real estate investments and related lease intangibles as a critical audit matter. The principal consideration for our determination that the evaluation of impairment was a critical audit matter was a higher risk of estimation uncertainty due to sensitivity of management judgments not only regarding indicators of impairment but also regarding estimates and assumptions utilized in forecasting cash flows for cost recoverability and determining fair value measurements. Specifically, forecasted cash flows for recoverability and estimates of fair value were sensitive to changes in the probability of outcomes, anticipated sale values, and capitalization rates. There was a high degree of subjective and complex auditor judgment in evaluating these key inputs and assumptions. Our audit procedures related to the evaluation of impairment included the following, among others. We obtained an understanding and tested the design and operating effectiveness of relevant controls over the evaluation of potential real estate investment impairments, such as internal controls over the Company’s monitoring of the real estate investment portfolio, the Company’s assessments of recoverability, and the Company’s estimates of fair value. We evaluated the completeness of the population of real estate investments requiring further analysis as compared to the criteria established in management’s accounting policies over impairment. We tested the Company’s undiscounted cash flow analyses and estimates of fair value for real estate investments with indicators of impairment, including evaluating the reasonableness of the methods and significant inputs and assumptions used. We compared the probability of outcomes with historical performance of the impacted real estate investment. We compared anticipated sale values and capitalization rates with comparable observable market data, which involved the use of our valuation specialists. Our assessment included sensitivity analyses over these significant inputs and assumptions, and we considered whether such assumptions were consistent with evidence obtained in other areas of the audit. /s/ Grant Thornton LLP We have served as the Company’s auditor since 2013. Philadelphia, Pennsylvania February 18, 2021 F-4 AGREE REALTY CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share and per-share data) ASSETS Real Estate Investments Land Buildings Less accumulated depreciation Property under development Net Real Estate Investments Real Estate Held for Sale, net Cash and Cash Equivalents Cash Held in Escrows Accounts Receivable - Tenants Lease Intangibles, net of accumulated amortization of $125,995 and $89,118 at December 31, 2020 and December 31, 2019, respectively Other Assets, net Total Assets See accompanying notes to consolidated financial statements. December 31, December 31, 2020 2019 $ 1,094,550 $ 2,371,553 (172,577) 3,293,526 10,653 3,304,179 735,991 1,600,293 (127,748) 2,208,536 10,056 2,218,592 1,199 3,750 6,137 15,603 1,818 26,554 37,808 26,808 473,592 343,514 61,450 29,709 $ 3,886,183 $ 2,664,530 F-5 AGREE REALTY CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share and per-share data) LIABILITIES Mortgage Notes Payable, net Unsecured Term Loans, net Senior Unsecured Notes, net Unsecured Revolving Credit Facility Dividends and Distributions Payable Accounts Payable, Accrued Expenses, and Other Liabilities Lease Intangibles, net of accumulated amortization of $24,651 and $19,307 at December 31, 2020 and December 31, 2019, respectively Total Liabilities EQUITY Common stock, $.0001 par value, 90,000,000 shares authorized, 60,021,483 and 45,573,623 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized Additional paid-in-capital Dividends in excess of net income Accumulated other comprehensive income (loss) Total Equity - Agree Realty Corporation Non-controlling interest Total Equity December 31, 2020 December 31, 2019 $ 33,122 $ 36,698 237,849 237,403 855,328 509,198 92,000 89,000 34,545 25,014 71,390 48,987 35,700 26,668 1,359,934 972,968 6 — 2,652,090 (91,343) (36,266) 5 — 1,752,912 (57,094) (6,492) 2,524,487 1,762 2,526,249 1,689,331 2,231 1,691,562 Total Liabilities and Equity $ 3,886,183 $ 2,664,530 See accompanying notes to consolidated financial statements. F-6 AGREE REALTY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In thousands, except share and per-share data) Revenues Rental income Other Total Revenues Operating Expenses Real estate taxes Property operating expenses Land lease expense General and administrative Depreciation and amortization Provision for impairment Total Operating Expenses Income from Operations Other (Expense) Income Interest expense, net Gain (loss) on sale of assets, net Income tax (expense) benefit Other (expense) income Net Income Less net income attributable to non-controlling interest Net Income Attributable to Agree Realty Corporation Net Income Per Share Attributable to Agree Realty Corporation Basic Diluted Other Comprehensive Income Net income Other comprehensive income (loss) - change in fair value and settlement of interest rate swaps Total comprehensive income (loss) Less comprehensive income (loss) attributable to non-controlling interest 2020 Year Ended 2019 2018 $ 248,309 $ 259 248,568 187,279 $ 199 187,478 136,884 238 137,122 21,428 9,023 1,301 20,793 66,758 4,137 123,440 15,520 6,749 1,242 15,566 45,703 1,609 86,389 125,128 101,089 (40,097) 8,004 (1,086) 23 91,972 591 (33,094) 13,306 (538) — 80,763 682 10,721 5,645 645 11,756 33,030 2,319 64,116 73,006 (24,872) 11,180 (516) — 58,798 626 $ $ $ $ 91,381 $ 80,081 $ 58,172 1.76 $ 1.74 $ 1.96 $ 1.93 $ 1.80 1.78 91,972 $ 80,763 $ 58,798 (29,996) 61,976 369 (7,987) 72,776 611 54 58,852 631 Comprehensive Income (Loss) Attributable to Agree Realty Corporation $ 61,607 $ 72,165 $ 58,221 Weighted Average Number of Common Shares Outstanding - Basic 51,838,219 40,577,346 32,070,255 Weighted Average Number of Common Shares Outstanding - Diluted 52,396,734 41,223,614 32,401,122 See accompanying notes to consolidated financial statements. F-7 AGREE REALTY CORPORATION CONSOLIDATED STATEMENT OF EQUITY (In thousands, except share and per-share data) Common Stock Additional Amount Paid-In Capital Income (Loss) Interest Accumulated Other Dividends in excess of net Comprehensive Non-Controlling Total Equity 1,375 $ — — 2,529 $ 911,190 339,744 (1,145) — — 3 $ 1 — 936,046 $ 339,743 (1,145) income (28,763) $ — — — — — — — 2,948 — (72,354) — — 1,277,592 $ 472,746 (1,406) — (29) 4,009 — 58,172 (42,945) $ — — — — — — (94,230) — — 1,752,912 $ 896,117 (1,641) — — (9) 4,711 — — — — — — — (125,630) — — — — 49 — 1,424 $ — — — — — — — — — — — — — — — — — — 2,948 (749) (73,103) 5 626 54 58,798 2,411 $ 1,238,486 472,746 (1,406) — — — — — 1 (29) 4,009 (791) (95,021) (71) 682 (7,987) 80,763 2,231 $ 1,691,562 896,118 (1,641) — — — — — — — — (9) 4,711 (838) (126,468) — 80,081 (57,094) $ (7,916) — (6,492) $ — — — 91,381 (91,343) $ (29,774) — (36,266) $ (222) 591 (29,996) 91,972 1,762 $ 2,526,249 6 $ 2,652,090 $ Shares 31,004,900 $ 6,507,263 (23,407) — 57,882 (848) — — — 37,545,790 $ 7,993,519 (22,011) Balance, December 31, 2017 Issuance of common stock, net of issuance costs Repurchase of common shares Issuance of stock under the 2014 Omnibus Incentive Plan Forfeiture of restricted stock Stock-based compensation Dividends and distributions declared for the period Other comprehensive income (loss) - change in fair value and gain (loss) on settlement of interest rate swaps Net income Balance, December 31, 2018 Issuance of common stock, net of issuance costs Repurchase of common shares Issuance of stock under the Omnibus Incentive Plan Forfeiture of restricted stock Stock-based compensation Dividends and distributions declared for the period Other comprehensive income (loss) - change in fair value and gain (loss) on settlement of — interest rate swaps — Net income Balance, December 31, 2019 45,573,623 $ Issuance of common stock, net of issuance costs 14,418,612 Repurchase of common shares (20,927) Issuance of stock under the 2014 Omnibus Incentive Plan Issuance of stock under the 2020 Omnibus Incentive Plan Forfeiture of restricted stock Stock-based compensation Dividends and distributions declared for the period Other comprehensive income (loss) - change in fair value and settlement of interest rate swaps Net income Balance, December 31, 2020 — — 60,021,483 $ 58,735 (2,410) — 4,541 (3,308) — 48,942 — — — — — — — — 4 $ — — 1 — — — — — 5 $ 1 — — — — — — — — Cash dividends declared per common share: For the three months ended March 31, 2020 For the three months ended June 30, 2020 For the three months ended September 30, 2020 For the three months ended December 31, 2020 $ 0.585 $ 0.600 $ 0.600 $ 0.620 See accompanying notes to consolidated financial statements. F-8 AGREE REALTY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) December 31, 2020 December 31, 2019 December 31, 2018 Year Ended Cash Flows from Operating Activities Net income Adjustments to reconcile net income to net cash provided by operating activities: $ Depreciation and amortization Amortization from above (below) market lease intangibles, net Amortization from financing and credit facility costs Stock-based compensation Provision for impairment Settlement of interest rate swaps (Gain) loss on sale of assets (Increase) decrease in accounts receivable (Increase) decrease in other assets Increase (decrease) in accounts payable, accrued expenses, and other liabilities Net Cash Provided by Operating Activities Cash Flows from Investing Activities Acquisition of real estate investments and other assets Development of real estate investments and other assets (including capitalized interest of $172 in 2020, $410 in 2019, and $448 in 2018) Payment of leasing costs Net proceeds from sale of assets Net Cash Used in Investing Activities Cash Flows from Financing Activities Proceeds from common stock offerings, net Repurchase of common shares Unsecured revolving credit facility borrowings (repayments), net Payments of mortgage notes payable Unsecured term loan proceeds Payments of unsecured term loans Senior unsecured notes proceeds Dividends paid Distributions to non-controlling interest Payments for financing costs Net Cash Provided by Financing Activities Net Increase (Decrease) in Cash and Cash Equivalents and Cash Held in Escrow Cash and cash equivalents and cash held in escrow, beginning of period Cash and cash equivalents and cash held in escrow, end of period 91,972 $ 80,763 $ 58,798 66,758 15,885 1,444 4,702 4,137 (22,668) (8,004) (11,983) (1,503) 2,216 142,956 45,703 13,501 1,284 3,980 1,609 788 (13,306) (6,071) (2,150) 606 126,707 33,030 10,668 1,055 2,948 2,319 — (11,180) (6,855) (463) 2,927 93,247 (1,326,696) (708,144) (611,129) (19,617) (1,227) 47,698 (1,299,842) 896,118 (1,641) 3,000 (3,683) — — 349,745 (116,112) (824) (3,919) 1,122,684 (34,202) 42,157 (24,428) (411) 65,464 (667,519) 472,746 (1,406) 70,000 (24,404) — (18,543) 125,000 (90,257) (782) (3,360) 528,994 (11,818) 53,975 42,157 $ (21,481) (1,337) 65,830 (568,117) 339,744 (1,145) 5,000 (27,576) 100,000 (761) 125,000 (67,638) (737) (1,824) 470,063 (4,807) 58,782 53,975 $ 7,955 $ Supplemental Disclosure of Cash Flow Information Cash paid for interest (net of amounts capitalized) Cash paid for income tax $ $ 37,710 $ 1,150 $ 29,925 $ 666 $ 23,015 452 Supplemental Disclosure of Non-Cash Investing and Financing Activities Operating lease right of use assets added upon implementation of leases standard on January 1, 2019 Additional operating lease right of use assets added under new ground leases after January 1, 2019 Operating lease right of use assets disposed of upon acquisition of underlying ground leased land Dividends and limited partners’ distributions declared and unpaid Accrual of development, construction and other real estate investment costs $ $ $ $ $ See accompanying notes to consolidated financial statements. — $ 7,505 $ 1,064 $ 12,167 — $ 34,545 $ 10,465 $ (3,059) 25,014 $ 4,330 $ — — — 21,031 1,768 F-9 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Note 1 – Organization Agree Realty Corporation (the “Company”), a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and its common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. The Company’s assets are held by, and all of our operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.4% interest as of December 31, 2020. There is a one-for-one relationship between the limited partnership interests in the Operating Partnership (“Operating Partnership Units”) owned by the Company and shares of Company common stock outstanding. Under the agreement of limited partnership of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. The terms “Agree Realty,” the “Company,” “Management,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated subsidiaries, including the Operating Partnership. Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements of Agree Realty Corporation include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries. The Company, as the sole general partner, held 99.4% and 99.2% of the Operating Partnership as of December 31, 2020 and 2019, respectively. All material intercompany accounts and transactions are eliminated. Non-controlling Interest At December 31, 2020 and 2019, the non-controlling interest in the Operating Partnership consisted of a 0.6% and 0.8% ownership interest in the Operating Partnership held by the Company’s founder and chairman, respectively. The Operating Partnership Units may, under certain circumstances, be exchanged for shares of common stock. The Company as sole general partner of the Operating Partnership has the option to settle exchanged Operating Partnership Units held by others for cash based on the current trading price of its shares. Assuming the exchange of all non-controlling Operating Partnership Units, there would have been 60,369,102 shares of common stock outstanding at December 31, 2020. Significant Risks and Uncertainties Currently, one of the most significant risks and uncertainties is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19. The COVID-19 pandemic has had repercussions across regional and global economies and financial markets. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted economic activity and has contributed to significant volatility and negative pressure in financial markets. The COVID-19 pandemic has resulted in a number of our tenants temporarily closing their stores and requesting rent deferrals or rent abatements during this pandemic. The COVID-19 pandemic could have material and adverse effects on our financial condition, results of operations and cash flows in the near term due to, but not limited to, the following: •(cid:3) reduced economic activity severely impacting our tenants’ businesses, financial condition and liquidity and may cause tenants to be unable to fully meet their obligations to us. Certain tenants have sought to modify such obligations and may seek additional relief and additional tenants may seek modifications of such obligations, resulting in increases in uncollectible receivables and reductions in rental income; F-10 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 •(cid:3) the negative financial impact of the pandemic which could impact our future compliance with financial covenants of our credit facility and other debt agreements; and •(cid:3) weaker economic conditions which could cause us to recognize impairment in value of our tangible or intangible assets. As a result of COVID-19, we have received numerous rent relief requests, most often in the form of rent deferrals. We have evaluated, and continue to evaluate, each tenant rent relief request on an individual basis, considering a number of factors. Not all tenant requests have resulted in modification agreements, nor are we forgoing our contractual rights under our lease agreements. Since the onset of COVID-19, we have entered into lease modifications that deferred 2%, 2% and less than 1% of rent originally contracted for the three months ended June 30, 2020, September 30, 2020 and December 31, 2020, respectively, and have collected approximately 95%, 98% and 99% of rent payments originally contracted for the three month periods ended June 30, September 30, and December 31, 2020, respectively. Rent deferral percentages disclosed above are net of any repayments that have since occurred. The extent to which the COVID-19 pandemic continues to impact our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies. However, as a result of the many uncertainties surrounding the COVID-19 pandemic, we are unable to predict the impact that it ultimately will have on our financial condition, results of operations and cash flows. Real Estate Investments The Company records the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed. Assets are classified as real estate held for sale based on specific criteria as outlined in Accounting Standards Codification 360, Property, Plant & Equipment. Properties classified as real estate held for sale are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Assets are generally classified as real estate held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year. The Company classified one operating property as held for sale at December 31, 2020 and 2019, the assets for which are separately presented in the Consolidated Balance Sheets. Real estate held for sale consisted of the following as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 2,269 313 $ $ 2,315 — — 4,584 (834) 3,750 1,019 132 (285) 1,179 20 1,199 $ $ Land Building Lease intangibles - asset Lease intangibles - (liability) Accumulated depreciation and amortization, net Total Real Estate Held for Sale, net F-11 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Acquisitions of Real Estate The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. Intangible assets and liabilities represent the value of in- place leases and above- or below-market leases. In making estimates of fair values, the Company may use a number of sources, including data provided by independent third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, in-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property. In the case of sale- leaseback transactions, it is typically assumed that the lease is not in-place prior to the close of the transaction. Depreciation and Amortization Land, buildings, and improvements are recorded and stated at cost. The Company’s properties are depreciated using the straight-line method over the estimated remaining useful life of the assets, which are generally 40 years for buildings and 10 to 20 years for improvements. Properties classified as held for sale and properties under development or redevelopment are not depreciated. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. In-place lease intangible assets and the capitalized above- and below-market lease intangibles are amortized over the non- cancelable term of the lease unless the Company believes it is reasonably certain that the tenant will renew the lease for an option term, in which case the Company amortizes the value attributable to the renewal over the renewal period. In- place lease intangible assets are amortized to amortization expense and above- and below-market lease intangibles are amortized as a net adjustment to rental income. In the event of early lease termination, the remaining net book value of any above- or below-market lease intangible is recognized as an adjustment to rental income. The following schedule summarizes the Company’s amortization of lease intangibles for the years ended December 31, 2020, 2019, and 2018 (in thousands): Lease intangibles (in-place) Lease intangibles (above-market) Lease intangibles (below-market) Total (cid:3) (cid:3) (cid:3) $ (cid:3) (cid:3) (cid:3) $ 2020 For the Year Ended December 31, 2019 2018 17,413 21,523 (5,638) 33,298 $ $ 10,619 18,107 (4,607) 24,119 $ $ 7,877 14,871 (4,203) 18,545 The following schedule represents estimated future amortization of lease intangibles as of December 31, 2020 (in thousands): Year Ending December 31, Lease intangibles (in-place) Lease intangibles (above-market) Lease intangibles (below-market) Total 2021 2022 2023 2024 2025 Thereafter Total $ 21,930 $ 20,498 $ 19,497 $ 17,871 $ 16,220 24,965 24,018 23,108 21,440 20,528 (3,298) (4,438) (6,172) $ 40,723 $ 39,246 $ 38,167 $ 35,582 $ 33,450 (3,729) (5,270) $ 89,481 $ 185,497 174,036 288,095 (12,793) (35,700) $ 250,724 $ 437,892 F-12 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Impairments The Company reviews real estate investments and related lease intangibles for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations plus estimated disposition proceeds. Events or changes in circumstances that may occur include, but are not limited to, significant changes in real estate market conditions, estimated residual values, and an expectation to sell assets before the end of the previously estimated life. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale. The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions, and purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results. Cash and Cash Equivalents and Cash Held in Escrow The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash and money market accounts. Cash held in escrows primarily relates to delayed like-kind exchange transactions pursued under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The account balances periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. We had $7.0 million and $40.9 million in cash and cash held in escrow as of December 31, 2020 and December 31, 2019, respectively, in excess of the FDIC insured limit. Per the requirements of ASU 2016-18 (Topic 230, Statement of Cash Flows) the following table provides a reconciliation of cash and cash equivalents and cash held in escrow, both as reported within the consolidated balance sheets, to the total of the cash, cash equivalents and cash held in escrow as reported within the consolidated statements of cash flows (dollars in thousands): Cash and cash equivalents Cash held in escrow Total of cash and cash equivalents and cash held in escrow (cid:3) Revenue Recognition and Accounts Receivable December 31, 2020 $ December 31, 2019 15,603 26,554 6,137 $ 1,818 $ (cid:3) (cid:3) (cid:3) 7,955 $ (cid:3) (cid:3) (cid:3) 42,157 The Company leases real estate to its tenants under long-term net leases which are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Rental increases based upon changes in the consumer price indexes, or other variable factors, are recognized only after changes in such factors have occurred and are then applied according to the lease agreements. Certain leases also provide for additional rent based on tenants’ sales volumes. These rents are recognized when determinable after the tenant exceeds a sales breakpoint. Recognizing rent escalations on a straight-line method results in rental revenue in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset which is included in the Accounts Receivable - Tenants line item in our Consolidated Balance Sheets. The balance of straight-line rent receivables at December 31, 2020 and December 31, 2019 was $29.8 million and $23.0 million, respectively. To the extent any of the tenants under these leases become unable to pay their contractual cash rents, the Company may be required to write down the straight-line rent receivable from those tenants, which would reduce rental income. F-13 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. During 2020, the Company’s assessment specifically included the impact of the COVID-19 pandemic, which represents a material risk to collectability (see Significant Risks and Uncertainties above). In the event that collectability with respect to any tenant changes, beginning with the adoption of Accounting Standards Codification (“ASC”) Topic-842, Leases (“ASC 842”) as of January 1, 2019, the Company recognizes an adjustment to rental income. Prior to the adoption of ASC 842, the Company recognized a provision for uncollectible amounts or a direct write-off of the specific rent receivable. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue. As of December 31, 2020, the Company has six tenants where collection is no longer considered probable. For these tenants, the Company is recording rental income on a cash basis and has written off any outstanding receivables, including straight-line rent receivables. These tenants had an immaterial impact to Rental Income and Net Income for the year-ended December 31, 2020. The Company’s leases provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real estate taxes and other operating expenses. A portion of the Company’s operating cost reimbursement revenue is estimated each period and is recognized as rental income in the period the recoverable costs are incurred and accrued. The balance of unbilled operating cost reimbursement receivable at December 31, 2020 and December 31, 2019 was $4.1 million and $2.6 million, respectively. The Company adopted ASC 842 using the modified retrospective approach as of January 1, 2019 and elected to apply the transition provisions of the standard at the beginning of the period of adoption. The Company adopted the practical expedient in ASC 842 that alleviates the requirement to separately present lease and non-lease rental income. As a result, all income earned pursuant to tenant leases is reflected as one line, “Rental Income,” in the Consolidated Statement of Operations. Rent Concessions – COVID-19 During 2020, the Company provided lease concessions to certain tenants in response to the impact of COVID-19, in the form of rent deferrals. The Company made an election to account for such lease concessions consistent with how those concessions would be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the leases. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in our rights as lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than total payments required by the original lease. Substantially all of the Company’s concessions to date provide for a deferral of payments with no substantive changes to the consideration in the original lease. These deferrals affect the timing, but not the amount, of the lease payments. The Company is accounting for these deferrals as if no changes to the lease were made. Under this accounting, the Company increases its lease receivable as tenant payments accrue and continues to recognize rental income. To date, the Company entered into lease concessions that deferred 2%, 2% and less than 1% of rent originally contracted for in the second, third and fourth quarters of 2020, respectively. Such rent deferral percentages are net of any repayments that have occurred through the reporting date. Sales Tax The Company collects various taxes from tenants and remits these amounts, on a net basis, to the applicable taxing authorities. Earnings per Share Earnings per share of common stock has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted stock, which contain rights to F-14 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 receive non forfeitable dividends, as participating securities requiring the two-class method of computing net income per share of common stock. In accordance with the two-class method, earnings per share has been computed by dividing the net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock and potentially dilutive securities in accordance with the treasury stock method. The following is a reconciliation of basic net earnings per share of common stock computation to the denominator of the diluted net earnings per share of common stock computation for each of the periods presented (in thousands, except for share data): Net income attributable to Agree Realty Corporation Less: Income attributable to unvested restricted shares Net income used in basic and diluted earnings per share 2020 91,381 $ (297) 91,084 $ Year Ended December 31, 2019 80,081 $ (379) 79,702 $ $ $ 2018 58,172 (370) 57,802 Weighted average number of common shares outstanding Less: Unvested restricted stock Weighted average number of common shares outstanding used in basic earnings per share 52,013,137 (174,918) 40,771,300 (193,954) 32,281,273 (211,018) 51,838,219 40,577,346 32,070,255 Weighted average number of common shares outstanding used in basic earnings per share Effect of dilutive securities: Share-based compensation March 2018 forward equity offering September 2018 forward equity offering April 2019 forward equity offering 2019 ATM forward equity offerings 2020 ATM forward equity offerings April 2020 forward equity offering 51,838,219 40,577,346 32,070,255 95,103 — — — 14,289 19,777 429,346 98,740 — 269,785 277,225 518 — — 69,136 198,786 62,945 — — — — Weighted average number of common shares outstanding used in diluted earnings per share 52,396,734 41,223,614 32,401,122 For the year ended December 31, 2020, 27,753 shares of common stock related to the 2020 at-the-market (“ATM”) forward equity offerings, 17,114 shares of common stock related to the 2019 ATM forward equity offerings, and 1,547 performance units granted in 2020 were anti-dilutive and were not included in the computation of diluted earnings per share. For the year ended December 31, 2019, 7,931 shares of common stock related to the 2019 ATM forward equity offerings were anti-dilutive and were not included in the computation of diluted earnings per share. For the year ended December 31, 2018, there were no potentially dilutive securities excluded from the computation of diluted earnings per share as a result of anti-dilution. Forward Equity Sales The Company occasionally sells shares of common stock through forward sale agreements to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company. F-15 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives. To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase our shares nor do they embody obligations to issue a variable number of shares for which the monetary value are predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions precluded the agreements from being indexed to its own stock. The Company considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from the forward sale agreement during the period of time prior to settlement. Equity Offering Costs Underwriting commissions and offering costs of equity offerings have been reflected as a reduction of additional paid-in- capital in our Consolidated Balance Sheets. Income Taxes The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2020, the Company believes it has qualified as a REIT. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate. Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things. The Company and its taxable REIT subsidiaries (“TRS”) have made a timely TRS election pursuant to the provisions of the REIT Modernization Act. A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of the Company which occur within its TRS entity are subject to federal and state income taxes (see Note 8). All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to the Company’s TRS. The Company regularly analyzes its various federal and state filing positions and only recognizes the income tax effect in its financial statements when certain criteria regarding uncertain income tax positions have been met. The Company believes that its income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain income tax positions have been recorded in the consolidated financial statements. Management’s Responsibility to Evaluate Our Ability to Continue as a Going Concern When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In making its evaluation, the Company considers, among other things, any risks and/or uncertainties to its results of F-16 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 operations, contractual obligations in the form of near-term debt maturities, dividend requirements, or other factors impacting the Company’s liquidity and capital resources. No conditions or events that raised substantial doubt about the ability to continue as a going concern within one year were identified as of the issuance date of the consolidated financial statements contained in this Annual Report on Form 10-K. Segment Reporting The Company is primarily in the business of acquiring, developing and managing retail real estate which is considered to be one reporting segment. The Company has no other reportable segments. Employment Agreement In October 2020, the Company entered into a new employment agreement with Joel Agree to extend Mr. Agree’s term as President and Chief Executive Officer of the Company through September 30, 2023 (the “Agreement”). The Agreement supersedes Mr. Agree’s prior employment agreement with the Company, which had a term that was scheduled to expire on June 30, 2021. The term of Mr. Agree’s employment under the Agreement extends through September 30, 2023, and will automatically renew for successive two-year periods unless either party provides notice of non-renewal at least 60 days prior to the expiration of any term. The Agreement revises and updates, as applicable, Mr. Agree’s salary, incentive compensation, termination, death and disability, and change in control provisions, as well as provides for a one-time $1.5 million extension bonus that was recognized as general and administrative expense. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Values of Financial Instruments The Company’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels: Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities. Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): F-17 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance. In April 2020, the FASB staff issued a question-and-answer document (the “Q&A document”) to address questions on the application of lease accounting guidance for lease concessions related to the effects of the COVID-19 pandemic. Prior to the issuance of this document, changes to lease payments not stipulated in an original lease were generally accounted for as lease modifications under ASC 842. The Q&A document now provides for a policy election to be made to account for COVID-19 pandemic-related concessions (1) as lease modifications or (2) as they would otherwise be accounted for under ASC 842 if enforceable rights and obligations for those concessions had already existed in the lease. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor, including concessions that result in the total payments required by the modified lease being substantially the same as or less than the total payments required by the original lease. Refer to Rent Concessions – COVID 19 above regarding the Company’s election and other accounting related to the topic. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). These amendments modify the disclosure requirements in ASC Topic 820, Fair Value Measurements and Disclosure (“ASC 820”), on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. The Company adopted ASU 2018-13 on January 1, 2020. However, as the Company did not have any Level 3 fair value measurements and/or other circumstances addressed in ASU 2018-13, adoption did not have a material effect on the Company’s financial statements or disclosures. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which changes how entities measure credit losses for most financial assets. This guidance requires an entity to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” which clarified that receivables arising from operating leases are within the scope of the leasing standard ASU 2016-02, “Leases (Topic 842),” not ASU 2016-13. The Company adopted this new standard on January 1, 2020. In the event any of the Company’s leases ever were to be classified as sales-type or direct finance leases, it would become subject to the provisions of ASU 2016-13. However, the Company does not currently have any such leases, nor does it have a significant number of other financial instruments subject to the new standard. Therefore, adoption of ASU 2016-13 has not had, and is not currently expected to have, a material effect on the Company’s financial statements. F-18 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). The new standard creates ASC 842 and supersedes FASB ASC 840, Leases, which the Company adopted on January 1, 2019 along with related interpretations. The adoption of the new Leases standard ASU 2016-02 generally had, and will continue to have, the following impacts on the Company: •(cid:3) ASC 842 requires a lessee to recognize right of use assets and lease obligation liabilities that arise from leases (operating and finance). On January 1, 2019, the Company recognized $7.5 million of right of use assets and lease liabilities, within Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities on the Consolidated Balance Sheet. The Company was not required to reassess the classification of existing land leases and therefore these leases continue to be accounted for as operating leases. In the event the Company modifies existing land leases or enters into new land leases after adoption of the new standard, such leases may be classified as finance leases. Business activity occurring subsequent to January 1, 2019, including the Company entering into an additional operating lease as lessee, has increased the balances of the right of use assets and lease liabilities to $44.5 million and $17.3 million respectively, as of December 31, 2020. •(cid:3) ASC 842 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases and operating leases. Based on its election of practical expedients, the Company’s existing retail leases, where it is the lessor, continue to be accounted for as operating leases under the new standard. However, ASC 842 changed certain requirements regarding the classification of leases that could result in the Company recognizing certain long-term leases entered into or modified after January 1, 2019 as sales-type leases, as opposed to operating leases. •(cid:3) The Company elected an optional transition method that allows entities to initially apply ASC 842 at the adoption date (January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. However, the Company ultimately did not have any cumulative-effect adjustment as of the adoption date. •(cid:3) The Company elected a practical expedient which allows lessors to not separate non-lease components from the lease component when the timing and pattern of transfer for the lease components and non-lease components are the same and if the lease component is classified as an operating lease. As a result, the Company now presents all rentals and reimbursements from tenants as a single line item Rental Income within the Consolidated Statement of Operations and Comprehensive Income. •(cid:3) Under ASC 842, beginning on January 1, 2019, changes in the probability of collecting tenant rental income result in direct adjustments to rental income and tenant receivables. Note 3 – Leases Tenant Leases The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants. As of December 31, 2020, the Company’s portfolio was approximately 99.5% leased and had a weighted average remaining lease term (excluding extension options) of approximately 9.7 years. A significant majority of its properties are leased to national tenants and approximately 67.5% of its annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners. Substantially all of the Company’s tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, the Company’s tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level. Certain of the Company’s properties are subject to leases under which it retains responsibility for specific costs and expenses of the property. F-19 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 The Company’s leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term. The Company attempts to maximize the amount it expects to derive from the underlying real estate property following the end of the lease, to the extent it is not extended. The Company maintains a proactive leasing program that, combined with the quality and locations of its properties, has made its properties attractive to tenants. The Company intends to continue to hold its properties for long-term investment and, accordingly, places a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics. As the classification of a lease is dependent on the fair value of its cash flows at lease commencement, the residual value of a property represents a significant assumption in its accounting for tenant leases. The Company has elected the practical expedient in ASC 842 on not separating non-lease components from associated lease components. The lease and non-lease components combined as a result of this election largely include tenant rentals and maintenance charges, respectively. The Company applies the accounting requirements of ASC 842 to the combined component. The following table includes information regarding contractual lease payments for the Company’s operating leases for which it is the lessor, for the years ended December 31, 2020 and 2019. (presented in thousands) Total lease payments Less: Operating cost reimbursements and percentage rents Total non-variable lease payments (cid:3) (cid:3) $ (cid:3) $ (cid:3) (cid:3) (cid:3) For the Year Ended December 31, 2019 2020 257,390 $ 193,843 28,248 229,142 $ 21,137 172,706 At December 31, 2020, future non-variable lease payments to be received from the Company’s operating leases for the next five years and thereafter are as follows (presented in thousands): (cid:3) Year Ending December 31, Future non-variable lease payments Deferred Revenue 2021 2022 2023 2024 2025 Thereafter Total $ 276,836 $ 275,774 $ 271,554 $ 261,256 $ 250,238 $ 1,471,565 $ 2,807,223 As of December 31, 2020, and December 31, 2019, there was $6.1 million and $4.1 million, respectively, in deferred revenues resulting from rents paid in advance. Land Lease Obligations The Company is the lessee under land lease agreements for certain of its properties, most of which qualified as operating leases as of December 31, 2020. The Company’s land leases are net lease agreements and do not include variable lease payments. These leases provide multi-year renewal options to extend their term as lessee at the Company’s option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised. Land lease expense was $1.3 million, $1.2 million, and $0.6 million for the years ending December 31, 2020, 2019 and 2018, respectively. In calculating its lease obligations under the ground leases, the Company uses discount rates estimated to be equal to what it would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment. F-20 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 The Company has two land lease agreements that qualified as finance leases as of December 31, 2020 due to the existence of purchase options that are reasonably assured of being exercised. No lease or interest expenses are being incurred relating to these properties as all current and future rental payments have already been made. The following tables include information on the Company’s land leases for which it is the lessee, for the years ending December 31, 2020 and December 31, 2019. (presented in thousands) Operating lease costs Variable lease costs Total non-variable lease costs Supplemental Disclosure Right-of-use assets obtained in exchange for new operating lease liabilities Right-of-use assets removed in exchange for real property Right-of-use assets net change Operating cash outflows on operating leases $ $ $ $ Year Ended December 31, 2020 December 31, 2019 $ $ 1,705 — 1,705 $ 1,131 — 1,131 1,064 — 1,064 $ $ 19,672 (3,025) 16,647 1,069 $ 1,073 Weighted-average remaining lease term - operating leases (years) 38.3 38.2 Weighted-average discount rate - operating leases 4.13 % 4.13 % Maturity Analysis of Lease Liabilities (presented in thousands) Year Ending December 31, Lease payments Imputed interest Total lease liabilities Note 4 – Real Estate Investments Real Estate Portfolio 2021 2022 2023 2024 2025 Thereafter Total $ 1,033 $ 1,026 $ 1,031 $ 1,031 $ 1,031 $ 30,036 $ 35,188 (18,321) (629) (645) 402 $ 15,011 $ 16,867 386 $ (685) 348 $ (661) 370 $ (676) 350 $ (15,025) $ As of December 31, 2020, the Company owned 1,129 properties, with a total gross leasable area (“GLA”) of approximately 22.7 million square feet. Net Real Estate Investments totaled $3.30 billion as of December 31, 2020. As of December 31, 2019, the Company owned 821 properties, with a total GLA of approximately 14.6 million square feet. Net Real Estate Investments totaled $2.22 billion as of December 31, 2019. Acquisitions During 2020, the Company purchased 317 retail net lease assets for approximately $1.31 billion, which includes acquisition and closing costs. These properties are located in 39 states and had a weighted average lease term of approximately 11.3 years. The aggregate 2020 acquisitions were allocated approximately $386.9 million to land, $768.2 million to buildings and improvements, and $158.1 million to lease intangibles. During 2019, the Company purchased 186 retail net lease assets for approximately $702.9 million, which includes acquisition and closing costs. These properties are located in 40 states and are leased for a weighted average lease term of approximately 11.7 years. The aggregate 2019 acquisitions were allocated approximately $195.8 million to land, $415.1 million to buildings and improvements, and $92.0 million to lease intangibles and other assets. F-21 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 The 2020 and 2019 acquisitions were substantially all cash purchases and there was no material contingent consideration associated with these acquisitions. None of the Company’s investments during 2020 or 2019 caused any new or existing tenant to comprise 10% or more of the Company’s total assets or generate 10% or more of the Company’s total annualized contractual base rent at December 31, 2020 or 2019. Developments During 2020, the Company completed nine development or Partner Capital Solutions (“PCS”) projects. During 2019, eight such projects were completed. At December 31, 2020, the Company had three development or PCS projects under construction. Dispositions During 2020, the Company sold real estate properties for net proceeds of $47.7 million and recorded a net gain of $8.0 million. During 2019, the Company sold real estate properties for net proceeds of $65.5 million and recorded a net gain of $13.3 million. During 2018, the Company sold real estate properties for net proceeds of $65.8 million and recorded a net gain of $11.2 million. Provisions for Impairment As a result of the Company’s review of Real Estate Investments it recognized real estate impairment charges of $4.1 million, $1.6 million and $2.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. The estimated fair value of the impaired real estate assets at their time of impairment during 2020, 2019 and 2018 was $11.9 million, $3.0 million and $17.3 million, respectively. Note 5 – Debt As of December 31, 2020, the Company had total gross indebtedness of $1.23 billion, including (i) $33.4 million of mortgage notes payable; (ii) $240.0 million of unsecured term loans; (iii) $860.0 million of senior unsecured notes; and (iv) $92.0 million of borrowings under our Revolving Credit Facility. Mortgage Notes Payable As of December 31, 2020, the Company had total gross mortgage indebtedness of $33.4 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $40.0 million. Including mortgages that have been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.21% as of December 31, 2020 and 4.40% as of December 31, 2019. F-22 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Mortgages payable consisted of the following: (not presented in thousands) Note payable in monthly installments of $23,004, including interest at 6.24% per annum, extinguished in January 2020 December 31, 2020 December 31, 2019 (in thousands) $ — $ 2,775 Note payable in monthly installments of interest only at 3.60% per annum, with a balloon payment due January 2023 23,640 23,640 Note payable in monthly installments of $35,673, including interest at 5.01% per annum, with a balloon payment of $4,034,627 due September 2023 4,622 4,779 Note payable in monthly installments of $91,675 including interest at 6.27% per annum, with a final monthly payment due July 2026 Total principal Unamortized debt issuance costs Total 5,172 5,921 33,434 (312) 33,122 $ 37,115 (417) 36,698 $ The mortgage loans encumbering the Company’s properties are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At December 31, 2020, there were no mortgage loans with partial recourse to the Company. The Company has entered into mortgage loans that are secured by multiple properties and contain cross-default and cross- collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan. Unsecured Term Loan Facilities The following table presents the Unsecured Term Loans balance net of unamortized debt issuance costs as of December 31, 2020 and 2019 (in thousands): 2023 Term Loan 2024 Term Loan Facilities 2026 Term Loan Total Principal Unamortized debt issuance costs Total December 31, 2020 December 31, 2019 40,000 $ 100,000 100,000 240,000 (2,597) 237,403 40,000 $ 100,000 100,000 240,000 (2,151) 237,849 $ $ In August 2016, the Company entered into a $20.3 million unsecured amortizing term loan that matured May 2019 and that was swapped to an all-in rate of 3.62% (the “2019 Term Loan”). The 2019 Term Loan was repaid in May 2019 at maturity. F-23 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 In July 2016, the Company completed a $40.0 million unsecured term loan facility that matures July 2023 (the “2023 Term Loan”). Borrowings under the 2023 Term Loan are priced at LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company entered into an interest rate swap agreement to fix LIBOR at 140 basis points until maturity. As of December 31, 2020, $40.0 million was outstanding under the 2023 Term Loan, which was subject to an all-in interest rate of 2.40%, including the swap. The Credit Agreement, described below, extended the maturity dates of the $65.0 million unsecured term loan facility (the “$65 Million Term Loan”) and $35.0 million unsecured term loan facility (the “$35 Million Term Loan,” and together with the $65 Million Term Loan, the “2024 Term Loan Facilities”) to January 2024. In connection with entering into the Credit Agreement, the prior notes evidencing the existing $65 Million Term Loan and $35 Million Term Loan were canceled and new notes evidencing the 2024 Term Loan Facilities were executed. Borrowings under the unsecured 2024 Term Loan Facilities bear interest at a variable LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company utilized existing interest rate swap agreements to effectively fix LIBOR at 213 basis points until September 2020 for the $35 Million Term Loan and July 2021 for the $65 Million Term Loan. Additional interest rate swap agreements were entered into to fix LIBOR at 143 basis points until maturity (refer to Note 9 – Derivative Instruments and Hedging Activity). As of December 31, 2020, $100.0 million was outstanding under the 2024 Term Loan Facilities, bearing an all-in interest rate of 3.13%, including the swaps. In December 2018, the Company entered into a $100.0 million unsecured term loan facility that matures January 2026 (the “2026 Term Loan”). Borrowings under the 2026 Term Loan are priced at LIBOR plus 145 to 240 basis points, depending on the Company’s credit rating. The Company entered into interest rate swap agreements to fix LIBOR at 266 basis points until maturity. As of December 31, 2020, $100.0 million was outstanding under the 2026 Term Loan, which was subject to an all-in interest rate of 4.26%, including the swaps. Senior Unsecured Notes The following table presents the Senior Unsecured Notes balance net of unamortized debt issuance costs and original issue discount as of December 31, 2020, and 2019 (in thousands): 2025 Senior Unsecured Notes 2027 Senior Unsecured Notes 2028 Senior Unsecured Notes 2029 Senior Unsecured Notes 2030 Senior Unsecured Notes 2030 Senior Unsecured Public Notes 2031 Senior Unsecured Notes Total Principal Unamortized debt issuance costs and original issue discount, net Total December 31, 2020 December 31, 2019 50,000 $ 50,000 60,000 100,000 125,000 — 125,000 510,000 50,000 $ 50,000 60,000 100,000 125,000 350,000 125,000 860,000 (4,672) 855,328 $ (802) 509,198 $ In May 2015, the Company and the Operating Partnership completed a private placement of $100.0 million principal amount of senior unsecured notes. The senior unsecured notes were sold in two series; $50.0 million of 4.16% notes due May 2025 (the “2025 Senior Unsecured Notes”) and $50.0 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”). In July 2016, the Company and the Operating Partnership completed a private placement of $60.0 million aggregate principal amount of 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”). In September 2017, the Company and the Operating Partnership completed a private placement of $100.0 million aggregate principal amount of 4.19% senior unsecured notes due September 2029 (the “2029 Senior Unsecured Notes”). F-24 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities with institutional purchasers. Pursuant to the supplements, the Operating Partnership completed a private placement of $125.0 million aggregate principal amount of 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”). In October 2019, the Company and the Operating Partnership closed on a private placement of $125.0 million of 4.47% senior unsecured notes due October 2031 (the “2031 Senior Unsecured Notes”). In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100.0 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100.0 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125.0 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%. All of the senior unsecured notes described in the preceding paragraphs were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act. In August 2020, the Operating Partnership completed an underwritten public offering of $350.0 million aggregate principal amount of 2.900% Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the Operating Partnership. The terms of the 2030 Senior Unsecured Public Notes are governed by an indenture, dated August 17, 2020, among the Operating Partnership, the Company and U.S. Bank National Association, as trustee (as amended and supplemented by an officer’s certificate dated August 17, 2020, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the ability of the guarantors and the issuer to incur additional indebtedness and requirements to maintain a pool of unencumbered assets. The Company terminated related swap agreements of $200.0 million that hedged the 2030 Senior Unsecured Public Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $350.0 million aggregate principal amount of 2030 Senior Unsecured Public Notes is 3.49%. Senior Unsecured Revolving Credit Facility In December 2019, the Company entered into a Second Amended and Restated Revolving Credit and Term Loan Agreement (the “Credit Agreement”). The Credit Agreement provides for a $500.0 million unsecured revolving credit facility (the “Revolving Credit Facility”), a $65.0 million unsecured term loan facility and a $35.0 million unsecured term loan facility. The Credit Agreement amended and restated in its entirety the Company’s previous credit agreement dated December 15, 2016. The Credit Agreement provides $600.0 million unsecured borrowing capacity, composed of the Revolving Credit Facility, which matures on January 15, 2024, as well as the 2024 Term Loan Facilities, which mature on January 15, 2024. Subject to certain terms and conditions set forth in the Agreement, the Company (i) may request additional lender commitments under any or all facilities of up to an additional aggregate of $500.0 million and (ii) may elect, for an additional fee, to extend the maturity date of the Revolving Credit Facility by six months up to two times, for a maximum maturity date of January 15, 2025. No amortization payments are required under the Credit Agreement, and interest is payable in arrears no less frequently than quarterly. All borrowings under the Revolving Credit Facility (except for swing line loans) bear interest at a rate per annum equal to, at the option of the Company, (i) LIBOR plus a margin that is based upon the Company’s credit rating, or (ii) the Base Rate (which is defined as the greater of the rate of interest as publicly announced from time to time by PNC Bank, National Association, as its prime rate, the Federal Funds Open Rate plus 0.50%, or the Daily Eurodollar Rate plus 1.0%) plus a margin that is based upon the Company’s credit rating. The margins for the Revolving Credit Facility range in amount from 0.775% to 1.450% for LIBOR-based loans and 0.00% to 0.45% for Base Rate loans, depending on the Company’s credit rating. The margins for the Revolving Credit Facility are subject to improvement based on the Company’s leverage ratio, provided its credit rating meets a certain threshold. F-25 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Concurrent with the amendment and restatement of the Company’s Credit Agreement, certain conforming changes, including customary financial covenants, were made to the 2023 Term Loan and 2026 Term Loan. The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014. Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the Revolving Credit Facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligations under the revolving credit facility is less than $14.0 million. Debt Maturities The following table presents scheduled principal payments related to our debt as of December 31, 2020 (in thousands): 2021 2022 2023 2024 (1) 2025 Thereafter Total scheduled principal payments Original issue discount, net Total Total 998 $ Scheduled Balloon Principal Payment $ 1,060 1,102 963 1,026 629 5,778 — 998 1,060 68,758 192,963 51,026 910,629 1,225,434 (246) $ 5,778 $ 1,219,410 $ 1,225,188 — $ — 67,656 192,000 50,000 910,000 1,219,656 (246) (1)(cid:3) The Revolving Credit Facility matures in January 2024, with options to extend the maturity as described under Senior Unsecured Revolving Credit Facility above. The Revolving Credit Facility had a balance of $92.0 million as of December 31, 2020. Loan Covenants Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum total leverage ratio, maximum secured leverage ratios, consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum interest coverage ratio, a minimum unsecured debt yield and a minimum unencumbered interest expense ratio. As of December 31, 2020, the most restrictive covenant was the minimum unencumbered interest expense ratio. The Company was in compliance with all of its material loan covenants and obligations as of December 31, 2020. Note 6 – Common and Preferred Stock Common Stock Authorization In April 2019, the Company’s stockholders approved an amendment to its charter to increase the total number of shares of common stock that the Company has the authority to issue from 45,000,000 shares to 90,000,000 shares. Shelf Registration and Follow-on Public Offerings The Company has filed with the SEC an automatic shelf registration statement on Form S-3, registering an unspecified amount of common stock, preferred stock, depositary shares, warrants and guarantees of debt securities of the Operating Partnership, as well as an unspecified amount of debt securities of the Operating Partnership, at an indeterminate aggregate initial offering price. The Company may periodically offer one or more of these securities in amounts, prices and on term F-26 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. In March 2018, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriters’ option to purchase an additional 450,000 shares of common stock, in connection with a forward sale agreement. The offering, which included the full exercise of the underwriters’ option to purchase additional shares, was settled in its entirety in September 2018. Upon settlement the Company issued 3,450,000 shares and received net proceeds of approximately $160.2 million after deducting fees and expenses. In September 2018, the Company entered into a follow-on public offering of 3,500,000 shares of common stock in connection with a forward sale agreement (the “September 2018 Forward”). The September 2018 Forward was settled in its entirety in April 2019. Upon settlement the Company issued 3,500,000 shares and received net proceeds of approximately $186.0 million, after deducting fees and expenses. In April 2019, the Company entered into a follow-on public offering to sell an aggregate of 3,162,500 shares of common stock (the “April 2019 Forward”) which included the full exercise of the underwriters’ option to purchase an additional 412,500 shares of common stock. The April 2019 Forward was settled in its entirety in December 2019. Upon settlement, the Company issued 3,162,500 share of common stock and received net proceeds of approximately $195.8 million, after deducting fees and expenses. In April 2020, the Company completed a follow-on public offering of 2,875,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 375,000 shares of common stock. Upon closing, the Company issued 2,875,000 shares and received net proceeds of $170.4 million, after deducting fees and expenses. Also in April 2020, the Company entered into a follow-on public offering to sell an aggregate of 6,166,666 shares of common stock in connection with a forward sale agreement (the “April 2020 Forward”). During the remainder of 2020, the Company settled the April 2020 Forward, realizing net proceeds of approximately $354.6 million, after deducting fees and expenses. Refer to Note 14 – Subsequent Events regarding the completion of a follow-on offering of common stock. 2018 ATM Program In May 2018, the Company entered into a $250.0 million ATM program (the “2018 ATM Program”), through which the Company, from time to time sold shares of common stock and entered into forward sale agreements. During 2018 and 2019, the Company issued 3,057,263 and 886,768 shares of common stock, respectively, under the 2018 ATM Program, realizing net proceeds of approximately $180.3 million and $58.5 million, respectively. The 2018 ATM Program was subsequently terminated, and no future issuances will occur under the 2018 ATM Program. 2019 ATM Program In July 2019, the Company entered into a $400.0 million ATM program (the “2019 ATM Program”) through which the Company, from time to time, sold shares of common stock. During the third quarter of 2019, the Company issued 444,228 shares of common stock under the 2019 ATM Program, realizing net proceeds of $32.6 million. In addition to selling shares of common stock, the Company also entered into a forward sale agreement through the 2019 ATM Program, as described below. During the fourth quarter of 2019, the Company entered into forward sale agreements in connection with the 2019 ATM Program to sell an aggregate of 2,003,118 shares of common stock. Additionally, during the first quarter of 2020, the Company entered into forward sale agreements in connection with the 2019 ATM Program to sell an aggregate of F-27 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 3,169,754 shares of common stock. During 2020, the Company settled all forward sale agreements under the 2019 ATM Program realizing net proceeds of approximately $359.5 million. The 2019 ATM Program was terminated simultaneously with the establishment of the 2020 ATM Program, which is discussed below. As a result, no future issuances will occur under the 2019 ATM Program. 2020 ATM Program In March 2020, the Company entered into a new $400.0 million ATM program (the “2020 ATM Program”) through which the Company, from time to time, may sell shares of common stock. In addition to selling shares of common stock, the Company has entered into forward sale agreements through the 2020 ATM Program, as described below. During 2020, the Company entered into forward sale agreements to sell an aggregate of 3,334,056 shares of common stock. The Company has since settled 204,074 shares of these forward sale agreements, realizing net proceeds of $12.5 million. The Company is required to settle the remaining outstanding shares of common stock under the 2020 ATM Program by various dates between May and December 2021. After considering the 3,129,982 shares of common stock subject to forward sale agreements and including shares issued under the 2020 ATM Program, the Company had approximately $177.7 million of availability remaining under the 2020 ATM Program as of December 31, 2020. Preferred Stock During 2019, the Company redesignated and reclassified all 200,000 authorized but unissued shares of its Series A Junior Participating Preferred Stock as authorized but unissued and unclassified shares of preferred stock, par value $.0001 per share, of the Company without further designation. The number of preferred shares the Company has the authority to issue remains at 4,000,000, all of which are unclassified and undesignated. As of December 31, 2020, there were no shares of preferred stock issued and outstanding. Note 7 – Dividends and Distributions Payable The Company declared dividends of $2.405, $2.280 and $2.155 per share during the years ended December 31, 2020, 2019 and 2018; the dividends have been reflected for federal income tax purposes as follows: For the Year Ended December 31, Ordinary Income Return of Capital Total 2018 2020 2019 $ 1.928 $ 1.933 $ 1.638 0.517 0.347 $ 2.405 $ 2.280 $ 2.155 0.477 On December 1, 2020, the Company declared a dividend of $0.620 per share for the quarter ended December 31, 2020. The holders of Operating Partnership Units were entitled to an equal distribution per Operating Partnership Unit held as of December 22, 2019. The dividend has been reflected as a reduction of stockholders’ equity and the distribution has been reflected as a reduction of the limited partners’ non-controlling interest. These amounts were paid on January 6, 2020. Note 8 – Income Taxes (not presented in thousands) Uncertain Tax Positions The Company is subject to the provisions of Financial Accounting Standards Board ASC Topic 740-10 (“ASC 740-10”) and has analyzed its various federal and state filing positions. The Company believes that its income tax filing positions and deductions are documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740-10. The F-28 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Company’s Federal income tax returns are open for examination by taxing authorities for all tax years after December 31, 2016. The Company has elected to record related interest and penalties, if any, as income tax expense on the Consolidated Statements of Operations and Comprehensive Income. We have no material interest or penalties relating to income taxes recognized for years ended 2020, 2019 and 2018. Deferred Taxes As of December 31, 2018, the Company had accrued a deferred income tax liability in the amount of $475,000. This deferred income tax balance represents the federal and state tax effect of deferring income tax in 2007 on the sale of an asset under section 1031 of the Internal Revenue Code. This transaction was accrued within the Company’s TRS entities. During 2019, the Company restructured its ownership of the TRS to which the deferred tax liability was related, resulting in a reversal of the previously accrued amount. Income Tax Expense During the years ended December 31, 2020, 2019 and 2018, the Company recognized net federal and state income tax expense of approximately $1,086,000, $538,000 and $516,000, respectively. Note 9 – Derivative Instruments and Hedging Activity Background The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments. For additional information regarding the leveling of our derivatives. Refer to Note 10 – Fair Value Measurements. The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount. Recent Activity In February 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100.0 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending March 2021. In August 2020, the Company terminated the swap agreements upon the debt issuance, paying $7.3 million upon termination. See discussion of the 2030 Senior Unsecured Public Notes in Note 5 – Debt above. In August 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100.0 million of long-term debt. The Company is hedging its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending February 2022. As of December 31, 2020, these interest rate swaps were valued as an asset of approximately $2.3 million. In December 2020, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100.0 million of long-term debt. The Company is hedging its exposure to the variability in future cash flows for a forecasted F-29 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 issuance of long-term debt over a maximum period ending February 2022. As of December 31, 2020, these interest rate swaps were valued as a liability of approximately $0.2 million. Prior Derivative Transactions In September 2013, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company received from the counterparty interest on the notional amount based on 1 month LIBOR and paid to the counterparty a fixed rate of 2.20%. This swap effectively converted $35.0 million of variable-rate borrowings to fixed-rate borrowings from October 3, 2013 to September 29, 2020. In July 2014, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.09%. This swap effectively converts $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $0.8 million. In June 2016, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $40.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 1.40%. This swap effectively converts $40.0 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $0.2 million. In December 2018, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.66%. This swap effectively converts $100.0 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $11.5 million. In March 2019, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100.0 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period of one year. In May, the Company terminated the swap agreements at the time of pricing the future debt issuance, receiving $0.8 million upon termination. See discussion of the 2031 Notes in Note 5 – Debt above. In June 2019, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100.0 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending March 2021. In August 2020, the Company terminated the swap agreements upon the debt issuance, paying $16.1 million upon termination. See discussion of the 2030 Senior Unsecured Public Notes in Note 5 – Debt above. In October 2019, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 1.4275%. This swap effectively converts $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2021 to January 12, 2024. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $2.0 million. F-30 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Also in October 2019, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 1.4265%. This swap effectively converts $35.0 million of variable-rate borrowings to fixed-rate borrowings from September 29, 2020 to January 12, 2024. As of December 31, 2020, this interest rate swap was valued as a liability of approximately $1.3 million. Recognition Companies are required to recognize all derivative instruments as either assets or liabilities at fair value on the balance sheet. The Company recognizes its derivatives within Other Assets, net and Accounts Payable, Accrued Expenses and Other Liabilities on the Consolidated Balance Sheets. On January 1, 2019, the Company adopted ASU No. 2017-12, “Targeted Improvements to Accounting for Hedging Activities,” which provided changes in hedge accounting recognition and presentation requirements. The Company now recognizes all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of Other Comprehensive Income (OCI), as opposed to previously recognizing the ineffective portion, if any, directly in earnings. Upon adoption, there were no adjustments to recognize relating to previously recorded derivatives transactions or amounts. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed rate financings or refinancings continue to be included in accumulated OCI during the term of the hedged debt transaction. Amounts reported in accumulated OCI related to currently outstanding interest rate derivatives are recognized as an adjustment to interest expense as interest payments are made on the Company’s variable-rate debt. Realized gains or losses on settled derivative instruments included in accumulated OCI are recognized as an adjustment over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $6.5 million will be reclassified as an increase to interest expense. The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments): Interest Rate Derivatives Interest rate swap Number of Instruments 1 Notional 1 December 31, December 31, December 31, December 31, 2020 2019 2020 2019 16 15 $ 505,000 $ 440,000 1 Number of Instruments and total Notional disclosed includes all interest rate swap agreements outstanding at the balance sheet date, including forward-starting swaps prior to their effective date. The table below presents the estimated fair value of the Company’s derivative financial instruments as well as their classification in the consolidated balance sheets (in thousands). Derivatives designated as cash flow hedges: Other Assets, net Derivatives designated as cash flow hedges: Accounts Payable, Accrued Expenses and Other Liabilities F-31 Asset Derivatives December 31, 2020 December 31, 2019 Fair Value Fair Value $ 2,286 $ 572 Liability Derivatives December 31, 2020 December 31, 2019 Fair Value Fair Value $ 16,985 $ 7,943 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and other comprehensive loss for the years ended December 31, 2020, 2019 and 2018 (in thousands). Amount of Income/(Loss) Recognized Reclassified from Accumulated Location of Income/(Loss) OCI into Income Year Ended December 31, Interest rate swaps 2020 $ (34,558) $ in OCI on Derivative 2019 (8,657) $ 2018 193 Interest expense $ Amount of Income/(Loss) Reclassified from Accumulated OCI into Expense 2019 2018 2020 4,562 $ (118) $ (139) The Company does not use derivative instruments for trading or other speculative purposes and did not have any other derivative instruments or hedging activities as of December 31, 2020. Credit Risk-related Contingent Features The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. As of December 31, 2020, the fair value of derivatives in a net liability position related to these agreements, which includes accrued interest but excludes any adjustment for nonperformance risk, was $16.2 million. Although the derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both the Company and its counterparties under certain situations, the Company does not net its derivative fair values or any existing rights or obligations to cash collateral on the Consolidated Balance Sheets. The table below presents a gross presentation of the effects of offsetting and a net presentation of the Company’s derivatives as of December 31, 2020 and December 31, 2019. The gross amounts of derivative assets or liabilities can be reconciled to the Tabular Disclosure of Fair Values of Derivative Instruments above, which also provides the location that derivative assets and liabilities are presented on the Consolidated Balance Sheets (in thousands): Offsetting of Derivative Assets As of December 31, 2020 Gross Amounts Statement of Gross Amounts Net Amounts of Offset in the Assets presented in the Statement of Financial Position Financial Position Gross Amounts Not Offset in the Statement of Financial Position Financial Cash Collateral Instruments Received of Recognized Assets Net Amount 1,028 — $ Derivatives $ 2,286 $ — $ 2,286 $ (1,258) $ Offsetting of Derivative Liabilities As of December 31, 2020 Net Amounts of Derivatives Offsetting of Derivative Assets Gross Amounts of Recognized Liabilities $ 16,985 $ Liabilities Gross Amounts Offset in the presented in the Statement of Financial Position Statement of Financial Position Gross Amounts Not Offset in the Statement of Financial Position Financial Cash Collateral Instruments Posted Net Amount — $ 15,727 — $ 16,985 $ (1,258) $ F-32 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 As of December 31, 2019 Gross Amounts of Recognized Assets Gross Amounts Net Amounts of Offset in the Assets presented in the Statement of Financial Position Statement of Financial Position Gross Amounts Not Offset in the Statement of Financial Position Financial Cash Collateral Instruments Received Net Amount — — $ Derivatives $ 572 $ — $ 572 $ (572) $ Offsetting of Derivative Liabilities As of December 31, 2019 Net Amounts of Gross Amounts of Recognized Liabilities $ 7,943 $ Liabilities Gross Amounts Offset in the presented in the Statement of Financial Position Statement of Financial Position Gross Amounts Not Offset in the Statement of Financial Position Financial Cash Collateral Instruments Posted — $ 7,943 $ (572) $ Net Amount 7,371 — $ Derivatives Note 10 – Fair Value Measurements Assets and Liabilities Measured at Fair Value The Company accounts for fair values in accordance with ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls, is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. F-33 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Derivative Financial Instruments Currently, the Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 Derivative assets - interest rate swaps Derivative liabilities - interest rate swaps December 31, 2019 Derivative assets - interest rate swaps Derivative liabilities - interest rate swaps Other Financial Instruments Total Fair Value Level 2 $ $ 2,286 $ 16,985 $ 2,286 16,985 $ $ 572 $ 7,943 $ 572 7,943 The carrying values of cash and cash equivalents, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments. The Company estimated the fair value of its debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, which is a Level 2 non-recurring measurement, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument. Fixed rate debt (including variable rate debt swapped to fixed, excluding the value of the derivatives) with carrying values of $1.13 billion and $783.3 million as of December 31, 2020 and December 31, 2019, respectively, had fair values of approximately $1.28 billion and $817.7 million, respectively. Variable rate debt’s fair value is estimated to be equal to the carrying values of $92.0 million and $89.0 million as of December 31, 2020 and December 31, 2019, respectively. F-34 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Note 11 – Equity Incentive Plan In May 2020, the Company’s stockholders approved the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “2020 Plan”), which replaced the Agree Realty Corporation 2014 Omnibus Equity Incentive Plan (the “2014 Plan”). The 2020 Plan provides for the award to employees, directors and consultants of the Company of options, restricted stock, restricted stock units, stock appreciation rights, performance awards (which may take the form of performance units or performance shares) and other awards to acquire up to an aggregate of 700,000 shares of the Company’s common stock. All subsequent awards of equity or equity rights will be granted under the 2020 Plan, and no further awards will be made under the 2014 Plan. As of December 31, 2020, 695,459 shares of common stock were available for issuance under the 2020 Plan. Restricted Stock Share of restricted common stock (“restricted shares”) has been granted to certain employees. The holder of a restricted share award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The restricted shares vest over a five-year period based on continued service to the Company. The Company estimates the fair value of restricted share grants at the date of grant and amortizes those amounts into expense on a straight-line basis or amount vested, if greater, over the appropriate vesting period. During 2020, 2019 and 2018 the Company recognized $3.2 million, $3.0 million and $2.7 million, respectively, of expense relating to restricted stock grants. As of December 31, 2020, there was $7.9 million of unrecognized compensation costs related to the outstanding restricted shares, which is expected to be recognized over a weighted average period of 3.2 years. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock. The intrinsic value of restricted shares redeemed was $1.6 million, $1.4 million and $1.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. F-35 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 Restricted share activity is summarized as follows: Unvested restricted stock at December 31, 2017 Restricted stock granted Restricted stock vested Restricted stock forfeited Shares Weighted Average Outstanding (in thousands) Grant Date Fair Value 227 $ 39.47 57 $ (71) $ (1) $ 48.85 36.06 48.28 Unvested restricted stock at December 31, 2018 212 $ 42.74 Restricted stock granted Restricted stock vested Restricted stock forfeited 54 $ (70) $ (2) $ 65.85 39.55 54.08 Unvested restricted stock at December 31, 2019 194 $ 50.71 Restricted stock granted Restricted stock vested Restricted stock forfeited 52 $ (68) $ (3) $ 78.43 45.78 63.80 Unvested restricted stock at December 31, 2020 175 $ 60.53 Performance Units and Shares Performance units were granted to certain executive officers during the year ended December 31, 2020 and 2019, while performance shares were granted prior to those years. Performance units or shares are subject to a three-year performance period, at the conclusion of which shares awarded are to be determined by the Company’s total shareholder return compared to the constituents of the MSCI US REIT Index and a defined peer group. 50% of the award is based upon the total shareholder return percentile rank versus the constituents in the MSCI US REIT index for the three-year performance period; and 50% of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period. Vesting of the performance units and shares following their issuance will occur ratably over a three- year period, with the initial vesting occurring immediately following the conclusion of the performance period such that all units and shares vest within five years of the original award date. The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation expense is amortized on an attribution method over a five-year period. Compensation expense related to performance units or shares is determined at the grant date and is not adjusted throughout the measurement or vesting periods. The Monte Carlo simulation pricing model for issued grants utilizes the following assumptions: (i) expected term (equal to the remaining performance measurement period at the grant date), (ii) volatility (based on historical volatility), (iii) dividend yield (based on the most recently paid dividend at the grant date) and (iv) risk-free rate (interpolated based on 2- and 3- year rates). During the years ended December 31, 2020, 2019 and 2018 the following assumptions were used: Year Ended December 31, 2020 2019 2018 Expected term (years) Volatility Dividend yield Risk-free rate 2.9 18.4 % 2.9 % 1.3 % 2.9 19.7 % 3.4 % 2.5 % 2.9 19.1 % 4.4 % 2.4 % F-36 Agree Realty Corporation 8 Notes to Consolidated Financial Statements December 31, 2020 During the years ended December 31, 2020, 2019 and 2018, the Company recognized $1.5 million, $0.9 million and $0.3 million, respectively, of expense related to performance units and shares. As of December 31, 2020, there was $3.3 million of total unrecognized compensation costs related to the outstanding performance units and shares, which is expected to be recognized over a weighted average period of 3.1 years. The Company used 0% for the forfeiture rate for determining the fair value of performance shares. Performance share and unit activity is summarized as follows: Performance shares at December 31, 2017 Performance shares granted Performance shares at December 31, 2018 Performance shares granted Performance units and shares at December 31, 2019 Performance units granted Performance units and shares at December 31, 2020 Note 12 – Profit-Sharing Plan Target Number of Awards (in thousands) Weighted Average Grant Date Fair Value — $ — 31 $ 55.29 31 $ 55.29 30 $ 66.96 61 $ 61.04 26 $ 90.17 87 $ 69.61 The Company has a discretionary profit-sharing plan whereby it contributes to the plan such amounts as the Board of Directors of the Company determines. The participants in the plan cannot make any contributions to the plan. Contributions to the plan are allocated to the employees based on their percentage of compensation to the total compensation of all employees for the plan year. Participants in the plan become fully vested after six years of service. No contributions were made to the plan in 2020, 2019, or 2018. Note 13 – Commitments and Contingencies In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations. Note 14 – Subsequent Events In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to December 31, 2020 through the date on which these financial statements were issued to determine whether any of these events required disclosure in the financial statements. In January 2021, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the underwriters’ option to purchase an additional 450,000 shares of common stock. The offering resulted in net proceeds to the Company of approximately $221.4 million, after deducting the estimated offering expenses payable by the Company. There were no other reportable subsequent events or transactions. F-37 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) Description Real Estate Held Investment (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land for (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) Township, Borman Center, MI Capital Plaza, KY Grayling Plaza, MI Omaha Store, NE Wichita Store, KS Monroeville, PA Boynton Beach, FL Chesterfield MI Pontiac, MI Mt Pleasant Shopping Ctr, MI Rochester, MI Ypsilanti, MI Petoskey, MI Flint, MI Flint, MI New Baltimore, MI Flint, MI Indianapolis, IN Big Rapids, MI Flint, MI Canton Twp, MI Flint, MI Albion, NY Flint, MI Lansing, MI Boynton Beach, FL Roseville, MI Mt Pleasant, MI N Cape May, NJ Summit Twp, MI Livonia, MI Barnesville, GA East Lansing, MI Macomb Township, MI Brighton, MI Southfield, MI Atchison, KS — — — — — — — — — — — — — — — — 1,698,175 — — — — 1,968,154 — 1,504,683 — — — — — — — — — — — 1,483,000 — 550,000 7,379 200,000 150,000 1,039,195 6,332,158 1,534,942 562,404 2,240,607 1,778,657 — 1,690,644 2,249,724 2,043,122 1,087,596 8,565,632 130,064 — (48,910) (2,121,692) 3,717,733 550,000 7,379 200,000 150,000 1,139,677 3,153,890 1,534,942 1,650,000 10,806,239 1,908,721 — 1,541,252 3,306,300 5,760,855 2,200,000 10,813,618 2,108,721 150,000 2,680,929 6,460,190 7,295,797 1,650,000 1977 1,354,254 1978 1,579,666 1984 1995 — 975,011 1995 1,365,185 1996 1,746,509 1996 1,350,590 1,144,190 1,757,830 1,808,955 (46,164) (89,989) 1,350,590 1,144,190 1,711,666 1,718,966 3,062,256 2,863,156 963,394 946,763 1998 1998 907,600 2,438,740 2,050,000 — 2,026,625 1,477,680 1,250,000 1,729,851 180,000 1,201,675 — 1,550,000 1,537,400 1,900,000 1,029,000 785,000 1,569,000 1,771,000 1,075,000 1,075,000 998,460 1,200,000 932,500 240,000 424,222 1,365,000 1,200,000 943,750 8,081,968 2,188,050 2,222,097 2,332,473 1,879,700 2,241,293 2,285,781 1,798,091 1,117,617 2,014,107 471,272 2,132,096 1,961,674 3,037,864 2,165,463 348,501 2,363,524 2,327,052 1,432,390 1,430,092 1,336,357 3,441,694 2,091,514 54,531 — 2,802,036 125,616 3,021,672 5,726,513 1,950 (3,494,709) 2,006,589 (1,200) — (16,503) 660 108,551 (2,000) (201,809) 23,021 — — (6,666) 3,045 3,943,404 395 4,787 495 12,686 817,589 5,490 (52,752) — 5,615 2,063 — 1,872,803 2,438,740 777,388 2,005,410 2,026,625 1,477,680 1,250,000 1,729,851 180,000 1,201,675 — 1,550,000 1,537,400 1,900,000 1,029,000 785,000 1,569,000 1,771,000 1,075,000 1,075,000 998,460 1,200,000 932,500 240,000 424,222 1,365,000 1,200,000 823,170 12,843,278 2,190,000 — 2,333,652 1,878,500 2,241,293 2,269,278 1,798,751 1,226,168 2,012,107 269,463 2,155,117 1,961,674 3,037,864 2,158,797 351,546 6,306,928 2,327,447 1,437,177 1,430,587 1,349,043 4,259,283 2,097,004 1,779 — 2,807,651 127,679 3,142,252 14,716,081 4,628,740 777,388 4,339,062 3,905,125 3,718,973 3,519,278 3,528,602 1,406,168 3,213,782 269,463 3,705,117 3,499,074 4,937,864 3,187,797 1,136,546 7,875,928 4,098,447 2,512,177 2,505,587 2,347,503 5,459,283 3,029,504 241,779 424,222 4,172,651 1,327,679 3,965,422 4,749,377 1998 1,177,103 1999 1999 — 1,205,630 2000 939,258 2000 1,113,638 2001 1,099,357 2001 2002 841,252 2002 551,561 2003 892,915 2003 166,120 2003 920,362 825,619 2004 1,224,644 2004 2004 870,221 144,976 2004 1,762,990 2004 2005 879,970 2005 541,920 2005 539,446 481,463 2006 1,416,958 2007 2007 692,417 2007 12,446 2008 — 2009 830,519 2009 35,769 2010 823,333 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years F-38 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 3,284,502 5,463,560 7,676,305 1,087,884 2,602,699 1,192,167 1,482,462 2,848,591 1,277,656 2,606,983 2,522,955 1,127,126 1,422,488 6,399,091 2,589,768 4,009,360 6,765,688 80,000 1,605,134 1,992,927 1,243,938 7,969,564 2,419,440 1,188,322 1,178,215 5,579,397 6,890,182 5,612,550 1,937,380 1,020,101 990,309 2,009,678 1,808,640 4,783,331 2,173,870 3,550,215 826,635 734,870 2010 984,999 2010 — 2010 — 2010 481,619 2010 — 2010 372,157 2010 331,530 2011 166,804 2011 — 2011 417,980 2011 183,710 2011 — 2011 864,076 2011 458,176 2011 2011 679,438 1,557,752 2011 2011 — 2012 — 2012 296,533 2012 224,161 2012 — 2012 436,418 2012 254,994 2012 — 641,875 2012 1,009,277 2012 2012 319,272 2012 249,844 2012 161,859 2012 140,483 2012 305,155 2012 265,376 2012 606,697 2012 414,560 2012 305,273 2012 — 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Johnstown, OH Lake in the Hills, IL Concord, NC Antioch, IL Mansfield, CT Spring Grove, IL Tallahassee, FL Wilmington, NC Marietta, GA Baltimore, MD Dallas, TX Chandler, AZ New Lenox, IL Roseville, CA Fort Walton Beach, FL Leawood, KS Salt Lake City, UT Burton, MI Macomb Township, MI Madison, AL Walker, MI Portland, OR Cochran, GA Baton Rouge, LA Southfield, MI Clifton Heights, PA Newark, DE Vineland, NJ Fort Mill, SC Spartanburg, SC Springfield, IL Jacksonville, NC Morrow, GA Charlotte, NC Lyons, GA Fuquay-Varina, NC Minneapolis, MN — — — — — 2,313,000 1,628,000 2,186,000 900,000 2,534,000 1,844,000 — — 4,752,000 1,768,000 — — — 1,793,000 1,552,000 887,000 — — — — — — — — — — — — — — — — 485,000 2,135,000 7,676,305 1,087,884 700,000 1,191,199 — 1,500,000 575,000 2,610,430 701,320 332,868 1,422,488 2,800,000 542,200 989,622 — 80,000 1,605,134 675,000 219,200 7,969,403 365,714 — 1,178,215 2,543,941 2,117,547 4,102,710 750,000 250,000 302,520 676,930 525,000 1,822,900 121,627 2,042,225 1,088,015 2,799,502 3,328,560 — — 1,902,191 — 1,482,462 1,348,591 696,297 — 778,905 793,898 — 3,695,455 1,958,790 3,003,541 6,810,104 — — 1,317,927 1,024,738 — 2,053,726 1,188,322 — 3,038,561 4,777,516 1,501,854 1,187,380 765,714 653,654 1,482,748 1,383,489 3,531,275 2,155,635 1,763,768 345,958 — — — — 508 968 — — 6,359 (3,447) 1,042,730 360 — (96,364) 88,778 16,197 (44,416) — — — — 161 — — — (3,105) (4,881) 7,986 — 4,387 34,135 (150,000) (99,849) (570,844) (103,392) (255,778) (607,338) 485,000 1,690,000 7,676,305 1,087,884 700,000 1,192,167 — 1,500,000 575,000 2,606,983 701,320 332,868 1,422,488 2,695,636 542,200 989,622 — 80,000 1,605,134 675,000 219,200 7,969,564 365,714 — 1,178,215 2,543,941 2,117,547 4,102,710 750,000 250,000 302,520 676,930 525,000 1,822,900 121,627 2,042,225 826,635 2,799,502 3,773,560 — — 1,902,699 — 1,482,462 1,348,591 702,656 — 1,821,635 794,258 — 3,703,455 2,047,568 3,019,738 6,765,688 — — 1,317,927 1,024,738 — 2,053,726 1,188,322 — 3,035,456 4,772,635 1,509,840 1,187,380 770,101 687,789 1,332,748 1,283,640 2,960,431 2,052,243 1,507,990 — F-39 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 8,736,760 2,057,232 1,839,372 1,305,088 8,017,141 4,042,992 960,986 1,071,410 1,339,612 2,425,183 3,503,705 723,505 3,367,211 923,736 19,676,609 1,202,522 1,320,101 1,630,823 9,900,656 11,094,032 2,594,195 1,153,635 5,604,974 7,872,797 2,369,068 2,571,274 461,122 496,249 278,095 362,805 543,239 5,678,835 2,256,839 1,723,230 1,312,147 535,138 660,671 1,597,257 2012 2012 325,445 2012 235,999 — 2012 1,511,988 2013 2013 762,190 2013 143,661 2013 146,661 2013 — 2013 188,264 2013 166,516 2013 62,428 2013 447,708 123,421 2013 2,859,907 2013 2013 206,470 2013 248,013 252,440 2013 1,348,967 2013 1,483,331 2013 2013 146,945 2013 166,721 2013 727,503 2013 862,267 2013 207,983 2014 390,381 2014 35,135 2014 38,176 2014 27,349 2014 19,341 33,132 2014 1,336,200 2014 2014 173,845 2014 238,004 2014 90,919 2014 60,647 2014 54,175 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Lake Zurich, IL Harlingen, TX Pensacola, FL Venice, FL St. Joseph, MO Statham, GA North Las Vegas, NV Memphis, TN Rancho Cordova, CA Kissimmee, FL Pinellas Park, FL Manchester, CT Rapid City, SD Chicago, IL Brooklyn, OH Madisonville, TX Forest, MS Sun Valley, NV Rochester, NY Allentown, PA Casselberry, FL Berwyn, IL Grand Forks, ND Ann Arbor, MI Joplin, MO Red Bay, AL Birmingham, AL Birmingham, AL Birmingham, AL Birmingham, AL Montgomery, AL Littleton, CO St Petersburg, FL St Augustine, FL East Palatka, FL Pensacola, FL Jacksonville, FL — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 4,622,391 — — — — — 780,974 430,000 650,000 1,300,196 377,620 191,919 214,552 322,520 1,339,612 1,453,500 2,625,000 397,800 1,017,800 272,222 3,643,700 96,680 — 308,495 2,500,000 2,525,051 1,804,000 186,791 1,502,609 3,000,000 1,208,225 38,981 230,106 245,234 98,271 235,641 325,389 819,000 1,225,000 200,000 730,000 136,365 299,312 7,909,277 1,614,378 1,165,415 — 7,639,521 3,851,073 717,435 748,890 — 971,683 874,542 325,705 2,348,032 649,063 15,079,714 1,087,642 1,298,176 1,373,336 7,398,639 7,896,613 793,101 933,959 2,301,337 4,595,757 1,160,843 2,528,437 231,313 251,339 179,824 127,477 217,850 8,756,266 1,025,247 1,523,230 575,236 398,773 348,862 46,509 12,854 23,957 4,892 — — 28,999 — — — 4,163 — 1,379 2,451 953,195 18,200 21,925 (51,008) 2,017 672,368 (2,906) 32,885 1,801,028 277,040 — 3,856 (297) (324) — (313) — (3,896,431) 6,592 — 6,911 — 12,497 780,974 430,000 650,000 1,305,088 377,620 191,919 214,552 322,520 1,339,612 1,453,500 2,625,000 397,800 1,017,800 272,222 3,643,700 96,680 — 253,495 2,500,000 2,525,051 1,804,000 186,791 1,502,609 3,000,000 1,208,225 38,981 230,106 245,234 98,271 235,641 325,389 819,000 1,225,000 200,000 730,000 136,365 299,312 7,955,786 1,627,232 1,189,372 — 7,639,521 3,851,073 746,434 748,890 — 971,683 878,705 325,705 2,349,411 651,514 16,032,909 1,105,842 1,320,101 1,377,328 7,400,656 8,568,981 790,195 966,844 4,102,365 4,872,797 1,160,843 2,532,293 231,016 251,015 179,824 127,164 217,850 4,859,835 1,031,839 1,523,230 582,147 398,773 361,359 F-40 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 495,044 976,406 379,918 375,108 375,684 52,878 248,191 226,615 404,762 26,187 221,571 179,861 231,583 121,063 128,399 116,398 114,954 121,875 180,117 107,409 804,577 — 218,610 804,333 40,852 67,937 39,791 184,336 41,172 43,502 45,950 50,038 233,164 120,966 178,412 355,894 152,392 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 2014 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 4,706,808 8,324,125 2,725,268 2,612,786 2,552,000 574,610 2,030,209 3,314,852 3,813,891 428,973 1,628,025 1,401,530 1,872,351 968,425 970,227 1,031,600 1,060,850 968,262 2,730,042 1,086,362 5,342,349 369,000 1,582,705 5,484,359 600,887 588,013 356,410 1,512,066 599,793 500,114 531,246 424,641 1,682,248 852,900 1,259,116 2,651,373 1,095,130 Fort Oglethorpe, GA New Lenox, IL Rockford, IL Terre Haute, IN Junction City, KS Baton Rouge, LA Lincoln Park, MI Novi, MI Bloomfield Hills, MI Jackson, MS Irvington, NJ Jamestown, ND Toledo, OH Toledo, OH Toledo, OH Mansfield, OH Orville, OH Calcutta, OH Columbus, OH Tulsa, OK Ligonier, PA Limerick, PA Harrisburg, PA Anderson, SC Easley, SC Spartanburg, SC Spartanburg, SC Columbia, SC Alcoa, TN Knoxville, TN Red Bank, TN New Tazewell, TN Maryville, TN Morristown, TN Clinton, TN Knoxville, TN Sweetwater, TN — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,842,240 2,010,000 303,395 103,147 78,271 226,919 543,303 1,803,857 1,340,000 256,789 315,000 234,545 500,000 213,750 168,750 306,000 344,250 208,050 — 459,148 330,000 369,000 124,757 781,200 332,275 141,307 94,770 303,932 329,074 214,077 229,100 91,006 94,682 46,404 69,625 160,057 79,100 2,844,126 6,206,252 2,436,873 2,477,263 2,504,294 347,691 1,408,544 1,488,505 2,003,406 172,184 1,313,025 1,158,486 1,372,363 754,675 785,000 725,600 716,600 758,750 1,136,250 640,550 5,021,849 — 1,446,773 4,441,535 268,612 446,706 261,640 1,221,964 270,719 286,037 302,146 328,561 1,529,621 801,506 1,177,927 2,265,025 1,009,290 20,442 107,873 (15,000) 32,376 (30,565) — 78,362 22,490 470,485 — — 8,499 (12) — 16,477 — — 1,462 1,593,792 (13,336) (9,500) — 11,175 261,624 — — — (13,830) — — — 5,074 57,945 4,990 11,564 226,291 6,740 1,842,240 2,010,000 303,395 103,147 78,271 226,919 543,303 1,803,857 1,341,900 256,789 315,000 234,545 500,000 213,750 168,750 306,000 344,250 208,050 1,590,997 459,148 330,000 369,000 124,757 775,732 332,275 141,307 94,770 303,932 329,074 214,077 229,100 91,006 94,682 46,404 69,625 160,057 79,100 2,864,568 6,314,125 2,421,873 2,509,639 2,473,729 347,691 1,486,906 1,510,995 2,471,991 172,184 1,313,025 1,166,985 1,372,351 754,675 801,477 725,600 716,600 760,212 1,139,045 627,214 5,012,349 — 1,457,948 4,708,627 268,612 446,706 261,640 1,208,134 270,719 286,037 302,146 333,635 1,587,566 806,496 1,189,491 2,491,316 1,016,030 F-41 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 1,119,386 2014 2014 155,353 2014 160,237 2014 170,737 2014 555,379 2014 234,845 2015 77,042 2015 141,721 2015 162,290 2015 122,767 2015 236,667 2015 254,340 2015 77,931 2015 114,455 2015 175,641 2015 129,439 2015 92,081 2015 92,533 2015 278,972 2015 906,987 2015 94,854 2015 98,792 2015 273,358 151,668 2015 1,716,501 2015 2015 527,277 2015 322,688 2015 97,608 2015 84,434 2015 121,514 2015 92,737 2015 195,495 2015 176,039 2015 148,036 2015 166,352 2015 125,180 2015 95,572 9,557,166 1,238,627 1,601,286 1,712,729 4,252,677 2,359,213 815,215 702,709 923,687 1,016,010 2,424,652 2,978,259 569,230 1,084,666 1,590,001 640,859 689,078 828,628 2,505,752 7,249,908 859,813 861,337 2,490,039 1,021,285 22,107,632 3,835,032 2,701,583 788,713 717,267 1,504,826 1,439,156 1,441,689 1,544,183 1,338,787 1,455,930 992,427 821,713 McKinney, TX Forest VA Colonial Heights, VA Glen Allen, VA Burlington, WA Wausau, WI Foley AL Sulligent, AL Eutaw, AL Tallassee, AL Orange Park, AL Aurora, CO Pace, FL Pensacola, FL Freeport, FL Glenwood, GA Albany, GA Belvidere, IL Peru, IL Davenport, IA Buffalo Center, IA Sheffield, IA Lenexa, KS Tompkinsville , KY Hazard, KY Portland, MA Flint, MI Hutchinson, MN Lowry City, MO Branson, MO Branson, MO Enfield, NH Marietta, OH Lorain, OH Franklin, OH Elyria, OH Elyria, OH — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,671,020 282,600 547,692 590,101 610,000 909,092 305,332 58,803 103,746 154,437 649,652 976,865 37,860 309,607 312,615 29,489 47,955 184,136 380,254 776,366 159,353 131,794 303,175 70,252 8,392,841 — 120,078 67,914 103,202 564,066 721,135 93,628 319,157 293,831 264,153 82,023 126,641 6,785,815 956,027 1,059,557 1,129,495 3,647,279 1,405,899 506,203 1,085,906 1,212,006 850,448 1,775,000 1,999,651 524,400 775,084 1,277,386 1,027,370 641,123 644,492 2,125,498 6,623,542 700,460 729,543 2,186,864 1,132,033 13,731,648 3,831,860 2,561,015 720,799 614,065 940,585 717,081 1,295,320 1,225,026 1,044,956 1,191,777 910,404 695,072 100,331 — (5,963) (6,867) (4,602) 44,222 3,680 (442,000) (392,065) 11,125 — 1,743 6,970 (25) — (416,000) — — — (150,000) — — — (181,000) (16,857) 3,172 20,490 — — 175 940 52,741 — — — — — 2,671,020 282,600 547,692 590,101 610,000 909,092 305,332 58,803 103,746 154,437 649,652 976,865 37,860 309,607 312,615 29,489 47,955 184,136 380,254 776,366 159,353 131,794 303,175 70,252 8,375,591 — 120,078 67,914 103,202 564,066 721,135 93,628 319,157 293,831 264,153 82,023 126,641 6,886,146 956,027 1,053,594 1,122,628 3,642,677 1,450,121 509,883 643,906 819,941 861,573 1,775,000 2,001,394 531,370 775,059 1,277,386 611,370 641,123 644,492 2,125,498 6,473,542 700,460 729,543 2,186,864 951,033 13,732,041 3,835,032 2,581,505 720,799 614,065 940,760 718,021 1,348,061 1,225,026 1,044,956 1,191,777 910,404 695,072 F-42 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 2015 132,126 2015 129,878 2015 126,651 2015 97,924 2015 74,255 2015 173,393 2015 537,229 165,595 2015 1,245,653 2015 2015 63,344 2015 127,139 2015 116,328 2015 175,710 2015 207,981 2015 165,756 2015 150,280 2015 161,472 2015 62,077 96,460 2015 2,448,170 2015 2015 285,341 2015 115,971 2015 657,238 2015 221,138 2015 147,869 117,895 2015 1,024,160 2015 2015 89,217 2015 83,136 2015 88,451 2016 53,199 2016 91,526 2016 162,010 2016 154,290 2016 131,972 2016 496,201 2016 106,632 1,208,348 1,183,139 1,111,605 1,083,510 930,373 1,287,432 5,747,807 1,176,042 10,046,711 798,776 1,353,979 1,059,835 1,250,875 1,495,648 1,238,831 1,184,266 1,178,234 774,366 1,278,705 17,636,962 2,456,972 995,881 5,201,894 2,347,365 1,140,743 1,564,055 10,147,667 720,819 673,832 795,739 848,444 1,119,413 1,541,906 1,556,265 1,545,576 7,619,259 1,508,658 Bedford Heights, OH Newburgh Heights, OH Warrensville Heights, OH Heath, OH Lima, OH Elk City, OK Salem, OR Westfield, PA Altoona, PA Grindstone, PA Blythewood, SC Columbia, SC Liberty, SC Blacksburg, SC Easley, SC Fountain Inn, SC Walterboro, SC Jackson, TN Sweetwater, TX Brenham, TX Corpus Christi, TX Harlingen, TX Midland, TX Rockwall, TX Princeton, WV Martinsburg, WV Grand Chute, WI New Richmond, WI Ashland, WI Baraboo, WI Decatur, AL Greenville, AL Bullhead City, AZ Page, AZ Safford, AZ Tucson, AZ Bentonville, AR — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 226,920 224,040 186,209 325,381 335,386 45,212 1,450,000 47,346 555,903 288,246 475,393 249,900 27,929 27,547 51,325 107,633 21,414 277,000 626,578 355,486 316,916 126,102 194,174 578,225 111,653 620,892 2,766,417 71,969 142,287 142,563 337,738 203,722 177,500 256,982 349,269 3,208,580 610,926 959,528 959,099 920,496 757,994 592,154 1,242,220 2,951,167 1,117,723 9,489,791 500,379 878,586 809,935 1,222,856 1,468,101 1,187,506 1,076,633 1,156,820 495,103 652,127 17,280,895 2,140,056 869,779 5,005,720 1,768,930 1,029,090 943,163 7,084,942 648,850 684,545 653,176 510,706 905,780 1,364,406 1,299,283 1,196,307 4,410,679 897,562 21,900 — 4,900 135 2,833 — 1,346,640 10,973 1,017 10,151 — — 90 — — — — 2,263 — 581 — — 2,000 210 — — 296,308 — (153,000) — — 9,911 — — — — 170 226,920 224,040 186,209 325,381 335,386 45,212 1,450,000 47,346 555,903 288,246 475,393 249,900 27,929 27,547 51,325 107,633 21,414 277,000 626,578 355,486 316,916 126,102 194,174 578,225 111,653 620,892 2,766,417 71,969 142,287 142,563 337,738 203,722 177,500 256,982 349,269 3,208,580 610,926 981,428 959,099 925,396 758,129 594,987 1,242,220 4,297,807 1,128,696 9,490,808 510,530 878,586 809,935 1,222,946 1,468,101 1,187,506 1,076,633 1,156,820 497,366 652,127 17,281,476 2,140,056 869,779 5,007,720 1,769,140 1,029,090 943,163 7,381,250 648,850 531,545 653,176 510,706 915,691 1,364,406 1,299,283 1,196,307 4,410,679 897,732 F-43 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 11,990,529 11,581,787 1,689,420 6,926,593 5,826,105 1,288,037 5,710,286 2,146,699 2,505,727 4,608,560 3,029,807 5,497,058 1,573,684 4,469,033 432,289 9,472,284 1,785,591 3,269,244 1,057,749 2,596,508 1,959,787 1,701,909 1,696,950 514,277 2,971,913 5,549,898 2,950,129 339,813 511,028 1,206,461 1,365,171 1,268,369 1,058,915 1,871,413 1,261,995 1,397,810 1,427,407 531,355 841,485 83,430 579,039 438,538 127,816 435,748 52,316 173,500 356,892 107,130 425,113 139,857 — 24,835 717,186 101,053 236,328 87,670 257,899 153,444 115,049 157,455 56,310 242,681 432,865 231,563 — 51,104 71,507 121,788 104,519 96,795 152,923 123,775 113,090 123,333 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Sunnyvale, CA Whittier, CA Aurora, CO Aurora, CO Evergreen, CO Lakeland, FL Mt Dora, FL North Miami Beach, FL Orlando, FL Port Orange, FL Royal Palm Beach, FL Sarasota, FL Venice, FL Vero Beach, FL Dalton, GA Crystal Lake, IL Glenwood, IL Morris, IL Wheaton, IL Bicknell, IN Fort Wayne, IN Indianapolis, IN Des Moines, IA Frankfort, KY DeRidder, LA Lake Charles, LA Shreveport, LA Marshall, MI Mt Pleasant, MI Norton Shores, MI Portage, MI Stephenson, MI Sterling, MI Cambridge, MN Eagle Bend, MN Brandon, MS Clinton, MS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 7,351,903 4,237,918 847,349 1,132,676 1,998,860 61,000 1,678,671 1,622,742 903,411 1,493,863 2,052,463 1,769,175 281,936 4,469,033 211,362 2,446,521 815,483 1,206,749 447,291 215,037 711,430 734,434 322,797 — 814,891 1,308,418 891,872 339,813 — 495,605 262,181 223,152 127,844 536,812 96,558 428,464 370,264 4,638,432 7,343,869 834,301 5,716,367 3,827,245 1,227,037 3,691,615 512,717 1,627,159 3,114,697 956,768 3,587,992 1,291,748 — 220,927 7,012,819 970,108 2,062,495 751,458 2,381,471 1,258,357 970,175 1,374,153 514,277 2,156,542 4,235,719 2,058,257 — 511,282 667,982 1,102,990 1,044,947 905,607 1,334,601 1,165,437 969,346 1,057,143 194 — 7,770 77,550 — — 340,000 11,240 (24,843) — 20,576 139,891 — — — 12,944 — — (141,000) — (10,000) (2,700) — — 480 5,761 — — (254) 42,874 — 270 25,464 — — — — 7,351,903 4,237,918 847,349 1,132,676 1,998,860 61,000 1,678,671 1,622,742 903,411 1,493,863 2,052,463 1,769,175 281,936 4,469,033 211,362 2,446,521 815,483 1,206,749 447,291 215,037 711,430 734,434 322,797 — 814,891 1,308,418 891,872 339,813 — 495,605 262,181 223,152 127,844 536,812 96,558 428,464 370,264 4,638,626 7,343,869 842,071 5,793,917 3,827,245 1,227,037 4,031,615 523,957 1,602,316 3,114,697 977,344 3,727,883 1,291,748 — 220,927 7,025,763 970,108 2,062,495 610,458 2,381,471 1,248,357 967,475 1,374,153 514,277 2,157,022 4,241,480 2,058,257 — 511,028 710,856 1,102,990 1,045,217 931,071 1,334,601 1,165,437 969,346 1,057,143 F-44 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 257,801 107,052 112,372 306,392 134,465 62,320 100,858 298,435 133,349 135,161 289,214 96,850 83,650 126,955 85,286 259,583 100,188 122,510 134,516 145,202 19,815 167,120 134,715 477,715 182,206 208,609 97,277 638,638 221,102 584,650 265,794 208,699 121,855 263,376 274,310 882,634 657,315 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 2016 3,229,442 1,365,890 1,205,984 3,609,524 1,549,058 923,545 1,271,539 3,169,371 1,724,558 1,472,063 3,375,567 1,473,900 1,271,985 1,589,743 1,322,856 3,811,283 1,382,553 1,458,236 1,281,949 2,400,357 510,306 2,208,643 2,041,302 4,936,463 2,162,144 1,783,056 1,163,595 10,175,516 2,563,285 6,775,194 3,306,763 2,218,307 1,335,467 3,842,587 3,361,042 10,080,694 7,611,019 Columbus, MS Holly Springs, MS Jackson, MS Jackson, MS Meridian, MS Pearl, MS Ridgeland, MS Bowling Green, MO St Robert, MO Beatty, NV Alamogordo, NM Alamogordo, NM Alcalde, NM Cimarron, NM La Luz, NM Fayetteville, NC Gastonia, NC Devils Lake, ND Cambridge, OH Columbus, OH Grove City, OH Lorain, OH Reynoldsburg, OH Springfield, OH Ardmore, OK Dillon, SC Jasper, TN Austin, TX Carthage, TX Cedar Park, TX Granbury, TX Hemphill, TX Lampasas, TX Lubbock, TX Odessa, TX Port Arthur, TX Provo, UT — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,103,458 413,316 242,796 732,944 396,329 299,839 407,041 360,201 394,859 198,928 654,965 524,763 435,486 345,693 487,401 1,267,529 401,119 323,508 168,717 1,109,044 334,032 808,162 843,336 982,451 571,993 85,896 190,582 4,986,082 597,995 1,386,802 944,223 250,503 245,312 1,501,556 921,043 1,889,732 1,692,785 2,128,089 952,574 963,188 2,862,813 1,152,729 616,351 864,498 2,809,170 1,305,366 1,265,084 2,716,166 941,615 836,499 1,236,437 835,455 2,527,462 979,803 1,133,773 1,113,232 1,291,313 176,274 1,390,481 1,197,966 3,957,512 1,590,151 1,697,160 966,125 5,179,446 1,965,290 4,656,229 2,362,540 1,955,918 1,063,701 2,341,031 2,434,384 8,121,417 5,874,584 (2,105) — — 13,767 — 7,355 — — 24,333 8,051 4,436 7,522 — 7,613 — 16,292 1,631 955 — — — 10,000 — (3,500) — — 6,888 9,988 — 732,163 — 11,886 26,454 — 5,615 69,545 43,650 1,103,458 413,316 242,796 732,944 396,329 299,839 407,041 360,201 394,859 198,928 654,965 524,763 435,486 345,693 487,401 1,267,529 401,119 323,508 168,717 1,109,044 334,032 808,162 843,336 982,451 571,993 85,896 190,582 4,986,082 597,995 1,386,802 944,223 250,503 245,312 1,501,556 921,043 1,889,732 1,692,785 2,125,984 952,574 963,188 2,876,580 1,152,729 623,706 864,498 2,809,170 1,329,699 1,273,135 2,720,602 949,137 836,499 1,244,050 835,455 2,543,754 981,434 1,134,728 1,113,232 1,291,313 176,274 1,400,481 1,197,966 3,954,012 1,590,151 1,697,160 973,013 5,189,434 1,965,290 5,388,392 2,362,540 1,967,804 1,090,155 2,341,031 2,439,999 8,190,962 5,918,234 F-45  Life on Which Depreciation in Latest Income Statement is Computed (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) (cid:3) (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) Costs (cid:3) Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3) Acquisition Land (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Accumulated Date of (cid:3)(cid:3)(cid:3)(cid:3)(cid:3) Depreciation Acquisition (cid:3) (cid:3) (cid:3) Description St George, UT Tappahannock, VA Manitowoc, WI Oak Creek, WI Oxford, AL Oxford, AL Oxford, AL Jonesboro, AR Lowell, AR Southington, CT Millsboro, DE Jacksonville, FL Orange Park, FL Port Richey, FL Americus, GA Brunswick, GA Brunswick, GA Buford, GA Carrollton, GA Decatur, GA Metter, GA Villa Rica, GA Chicago, IL Chicago, IL Galesburg, IL Mundelein, IL Mundelein, IL Mundelein, IL Springfield, IL Woodstock, IL Frankfort, IN Kokomo, IN Nashville, IN Roeland Park, KS Georgetown, KY Hopkinsville, KY Salyersville, KY — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 313,107 1,076,745 879,237 487,277 148,407 255,786 24,875 3,656,554 949,519 1,088,181 3,501,109 2,298,885 214,858 1,140,182 1,318,463 1,279,688 126,335 341,860 597,465 558,859 256,743 410,936 2,899,155 2,081,151 214,280 1,238,743 1,743,222 1,803,068 574,805 683,419 50,458 95,196 484,117 7,829,806 1,996,456 413,269 289,663 1,009,161 14,904 4,467,960 3,082,180 641,820 7,273,871 600,936 3,219,456 1,435,056 1,287,837 — 2,894,565 2,304,095 1,649,773 — 2,158,863 1,626,530 1,023,813 886,644 1,429,106 766,818 1,311,444 9,822,986 5,197,315 979,108 — — — 1,554,786 1,002,207 2,008,275 1,484,778 2,458,215 — 6,315,768 996,619 906,455 10,080 — — 89,675 — 35,875 (16,074) 11,058 10,229 143,238 (20,531) 12,286 — — — 205 — — — — — — — — — — — — 2,030 284 — (30,615) — (1,247,898) 928 — 596 313,107 1,076,745 879,237 487,277 148,407 255,786 24,875 3,656,554 949,519 1,088,181 3,480,578 2,298,885 214,858 1,140,182 1,318,463 1,279,688 126,335 341,860 597,465 558,859 256,743 410,936 2,899,155 2,081,151 214,280 1,238,743 1,743,222 1,803,068 574,805 683,419 50,458 95,196 484,117 6,581,908 1,996,456 413,269 289,663 1,019,241 14,904 4,467,960 3,171,855 641,820 7,309,746 584,862 3,230,514 1,445,285 1,431,075 — 2,906,851 2,304,095 1,649,773 — 2,159,068 1,626,530 1,023,813 886,644 1,429,106 766,818 1,311,444 9,822,986 5,197,315 979,108 — — — 1,556,816 1,002,491 2,008,275 1,454,163 2,458,215 — 6,316,696 996,619 907,051 1,332,348 1,091,649 5,347,197 3,659,132 790,227 7,565,532 609,737 6,887,068 2,394,804 2,519,256 3,480,578 5,205,736 2,518,953 2,789,955 1,318,463 3,438,756 1,752,865 1,365,673 1,484,109 1,987,965 1,023,561 1,722,380 12,722,141 7,278,466 1,193,388 1,238,743 1,743,222 1,803,068 2,131,621 1,685,910 2,058,733 1,549,359 2,942,332 6,581,908 8,313,152 1,409,888 1,196,714 122,778 1,648 483,874 384,944 58,805 669,761 54,885 260,554 108,332 99,428 — 224,897 201,580 144,343 — 202,246 125,378 89,550 75,650 110,160 65,455 117,456 920,823 486,886 85,652 — — — 116,718 77,273 184,092 113,878 214,855 — 559,709 87,178 81,169 2016 2016 2016 2016 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 F-46 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 2,296,480 3,723,909 1,182,486 2,128,908 6,846,313 1,527,911 17,817,405 9,651,018 1,491,921 1,438,209 1,317,767 1,848,329 2,237,227 752,452 2,979,453 3,077,989 3,071,893 1,364,670 1,560,038 1,607,884 37,306,345 8,701,905 5,085,577 1,155,316 1,215,313 2,548,522 9,814,042 1,001,228 4,879,398 2,696,657 1,710,150 3,201,812 1,079,300 1,227,682 5,685,240 952,546 5,535,870 2017 151,816 2017 225,544 2017 69,702 2017 105,138 2017 599,010 2017 58,886 2017 735,422 2017 493,814 2017 — 2017 96,434 2017 99,719 2017 105,377 2017 128,529 2017 59,928 2017 154,932 2017 184,540 2017 218,993 2017 — 2017 86,846 101,918 2017 1,302,277 2017 2017 603,055 2017 401,311 2017 83,164 2017 80,544 2017 145,039 2017 766,122 2017 — 2017 302,112 2017 152,361 2017 106,941 2017 219,392 2017 76,840 2017 98,109 2017 277,189 2017 82,571 2017 371,221 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years (cid:3) Description Amite, LA Bossier City, LA Kenner, LA Mandeville, LA New Orleans, LA Baltimore, MD Canton, MI Grand Rapids, MI Bloomington, MN Monticello, MN Mountain Iron, MN Gulfport, MS Jackson, MS McComb, MS Kansas City, MO Springfield, MO St. Charles, MO St. Peters, MO Boulder City, NV Egg Harbor, NJ Secaucus, NJ Sewell, NJ Santa Fe, NM Statesville, NC Jacksonville, NC Minot, ND Grandview Heights, OH Hillard, OH Edmond, OK Oklahoma City, OK Erie, PA Pittsburgh, PA Gaffney, SC Sumter, SC Chattanooga, TN Etowah, TN Memphis, TN — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 601,238 797,899 323,188 834,891 — 782,819 3,655,296 7,015,035 1,491,302 449,025 177,918 671,824 802,230 67,026 1,390,880 616,344 736,242 1,364,670 566,639 520,510 19,915,781 1,809,771 1,072,340 287,467 308,321 928,796 1,276,870 1,001,228 1,063,243 868,648 425,267 692,454 200,845 132,204 2,089,237 74,057 1,661,764 1,695,242 2,925,864 859,298 1,294,812 6,846,313 745,092 — — — 979,816 1,139,849 1,176,505 1,434,997 685,426 1,588,573 2,448,360 2,122,426 — 993,399 1,087,374 17,306,541 6,892,134 4,013,237 867,849 875,652 1,619,726 8,557,690 — 3,816,155 1,820,174 1,284,883 2,509,358 878,455 1,095,478 3,595,808 862,436 3,874,356 — 146 — (795) — — 14,162,109 2,635,983 619 9,368 — — — — — 13,285 213,225 — — — 84,023 — — — 31,340 — (20,518) — — 7,835 — — — — 195 16,053 (250) 601,238 797,899 323,188 834,891 — 782,819 7,345,761 1,750,000 1,491,921 449,025 177,918 671,824 802,230 67,026 1,390,880 616,344 736,242 1,364,670 566,639 520,510 19,915,781 1,809,771 1,072,340 287,467 308,321 928,796 1,276,870 1,001,228 1,063,243 868,648 425,267 692,454 200,845 132,204 2,089,237 74,057 1,661,764 1,695,242 2,926,010 859,298 1,294,017 6,846,313 745,092 10,471,644 7,901,018 — 989,184 1,139,849 1,176,505 1,434,997 685,426 1,588,573 2,461,645 2,335,651 — 993,399 1,087,374 17,390,564 6,892,134 4,013,237 867,849 906,992 1,619,726 8,537,172 — 3,816,155 1,828,009 1,284,883 2,509,358 878,455 1,095,478 3,596,003 878,489 3,874,106 F-47 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 62,514 76,595 143,506 76,944 126,457 106,245 388,374 464,417 574,138 133,551 237,497 60,228 188,337 61,701 52,788 88,935 495,283 74,892 58,579 42,849 95,799 41,755 27,933 30,373 121,387 50,470 74,023 45,542 79,035 47,360 47,413 77,726 44,340 77,499 55,581 54,470 73,098 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2017 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 939,507 989,333 2,100,642 1,408,420 1,598,673 1,371,813 5,896,402 6,449,155 8,599,502 1,952,610 3,472,856 1,458,428 4,375,746 1,277,886 1,049,375 1,973,276 11,678,379 1,482,134 1,170,396 1,247,908 2,751,768 1,178,595 875,506 1,271,124 3,024,978 1,564,125 1,385,047 1,069,044 2,230,088 1,842,987 1,599,086 2,382,315 1,144,561 2,047,581 1,586,904 1,861,049 1,697,904 Alamo, TX Andrews, TX Arlington, TX Canyon Lake, TX Corpus Christi, TX Fort Stockton, TX Fort Worth, TX Lufkin, TX Newport News, VA Appleton, WI Onalaska, WI Athens, AL Birmingham, AL Boaz, AL Roanoke, AL Selma, AL Maricopa, AZ Parker, AZ St. Michaels, AZ Little Rock, AR Grand Junction, CO Brookfield, CT Manchester, CT Waterbury, CT Apopka, FL Cape Coral, FL Crystal River, FL DeFuniak Springs, FL Eustis, FL Hollywood, FL Homestead, FL Jacksonville, FL Marianna, FL Melbourne, FL Merritt Island, FL St. Petersburg, FL Tampa, FL — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 104,878 172,373 497,852 382,522 185,375 185,474 1,016,587 1,497,171 2,458,053 417,249 821,084 253,858 1,635,912 379,197 110,924 206,831 2,166,955 322,510 127,874 390,921 835,792 343,489 316,847 663,667 587,585 554,721 369,723 226,898 649,394 895,783 650,821 827,799 257,760 497,607 598,790 958,547 488,002 821,355 817,252 1,601,007 1,026,179 1,413,298 1,186,339 4,622,507 4,948,906 5,390,475 1,525,582 2,651,772 1,204,570 2,739,834 898,689 938,451 1,790,939 9,505,724 1,159,624 1,043,962 856,987 1,915,976 835,106 558,659 607,457 2,363,721 1,009,404 1,015,324 835,016 1,580,694 947,204 948,265 1,554,516 886,801 1,549,974 988,114 902,502 1,209,902 13,274 (292) 1,783 (281) — — 257,308 3,078 750,974 9,779 — — — — — (24,494) 5,700 — (1,440) — — — — — 73,672 — — 7,130 — — — — — — — — — 104,878 172,373 497,852 382,522 185,375 185,474 1,016,587 1,497,171 2,458,053 417,249 821,084 253,858 1,635,912 379,197 110,924 206,831 2,166,955 322,510 127,874 390,921 835,792 343,489 316,847 663,667 587,585 554,721 369,723 226,898 649,394 895,783 650,821 827,799 257,760 497,607 598,790 958,547 488,002 834,629 816,960 1,602,790 1,025,898 1,413,298 1,186,339 4,879,815 4,951,984 6,141,449 1,535,361 2,651,772 1,204,570 2,739,834 898,689 938,451 1,766,445 9,511,424 1,159,624 1,042,522 856,987 1,915,976 835,106 558,659 607,457 2,437,393 1,009,404 1,015,324 842,146 1,580,694 947,204 948,265 1,554,516 886,801 1,549,974 988,114 902,502 1,209,902 F-48 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) (cid:3) Income Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 64,198 51,397 71,672 73,392 497,490 47,057 63,257 19,990 74,626 60,339 110,701 41,639 76,295 43,992 150,472 89,644 51,808 313,486 43,130 85,590 65,821 71,916 17,577 46,117 58,600 65,387 44,660 33,069 103,838 62,472 28,958 51,620 79,620 — 15,582 231,013 202,106 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 40 Years 40 Years 40 Years 1,987,224 1,166,874 2,265,696 1,916,917 8,625,133 1,271,682 1,936,492 2,304,160 2,011,949 1,511,382 2,821,188 1,280,364 2,210,824 1,353,907 3,956,291 2,275,458 1,133,693 5,697,198 1,037,055 2,002,615 2,395,676 1,322,056 629,074 2,202,426 1,357,930 2,292,999 1,167,189 747,128 2,178,496 1,581,767 939,742 978,221 2,819,604 230,142 443,938 5,370,580 3,192,947 Tampa, FL Titusville, FL Winter Haven, FL Albany, GA Austell, GA Conyers, GA Covington, GA Doraville, GA Douglasville, GA Lilburn, GA Marietta, GA Marietta, GA Pooler, GA Riverdale, GA Savannah, GA Statesboro, GA Union City, GA Nampa, ID Aurora, IL Aurora, IL Bloomington, IL Carlinville, IL Centralia, IL Chicago, IL Flora, IL Gurnee, IL Lake Zurich, IL Macomb, IL Morris, IL Newton, IL Northlake, IL Rockford, IL Greenwood, IN Hammond, IN Indianapolis, IN Mishawaka, IN South Bend, IN — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 703,273 137,421 832,247 448,253 1,162,782 330,549 744,321 1,991,031 519,420 304,597 1,257,433 447,582 989,819 474,072 944,815 681,381 97,528 496,676 174,456 623,568 1,408,067 208,519 277,527 1,569,578 232,155 1,341,679 290,272 85,753 331,622 510,192 353,337 270,180 1,586,786 230,142 132,291 1,263,680 420,571 1,283,951 1,017,394 1,433,449 1,462,641 7,462,351 941,133 1,235,171 291,663 1,492,529 1,206,785 1,563,755 832,782 1,220,271 879,835 2,997,426 1,592,291 1,036,165 5,163,257 862,599 1,437,665 986,931 1,113,537 351,547 632,848 1,121,688 951,320 857,467 661,375 1,842,994 1,069,075 564,677 708,041 1,232,818 — 311,647 4,106,900 2,772,376 — 12,059 — 6,023 — — (43,000) 21,466 — — — — 734 — 14,050 1,786 — 37,265 — (58,618) 678 — — — 4,087 — 19,450 — 3,880 2,500 21,728 — — — — — — 703,273 137,421 832,247 448,253 1,162,782 330,549 744,321 1,991,031 519,420 304,597 1,257,433 447,582 989,819 474,072 944,815 681,381 97,528 496,676 174,456 623,568 1,408,067 208,519 277,527 1,569,578 232,155 1,341,679 290,272 85,753 331,622 510,192 353,337 270,180 1,586,786 230,142 132,291 1,263,680 420,571 1,283,951 1,029,453 1,433,449 1,468,664 7,462,351 941,133 1,192,171 313,129 1,492,529 1,206,785 1,563,755 832,782 1,221,005 879,835 3,011,476 1,594,077 1,036,165 5,200,522 862,599 1,379,047 987,609 1,113,537 351,547 632,848 1,125,775 951,320 876,917 661,375 1,846,874 1,071,575 586,405 708,041 1,232,818 — 311,647 4,106,900 2,772,376 F-49 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) (cid:3) Income Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 1,701,444 1,099,412 6,021,685 896,715 2,174,020 3,006,783 7,195,155 898,535 1,656,392 1,588,080 2,965,948 1,118,790 2,705,184 1,519,297 911,202 2,197,510 3,165,007 2,479,645 293,726 996,796 2,675,237 1,179,583 1,223,733 1,351,084 1,499,085 980,169 3,225,566 4,568,379 5,328,363 4,000,407 4,377,740 3,522,744 952,865 1,927,896 533,380 2,754,983 2,628,487 81,521 63,415 422,466 52,483 99,630 215,243 345,476 50,180 52,729 64,884 146,569 52,065 148,778 63,154 42,072 100,901 144,525 142,209 — 42,670 142,898 49,064 59,831 32,596 59,694 41,337 181,495 289,400 272,519 185,765 250,642 171,285 60,405 80,916 — 30,678 125,726 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Warsaw, IN Ackley, IA Ottumwa, IA Riceville, IA Riverside, IA Urbandale, IA Overland Park, KS Ekron, KY Florence, KY Chalmette, LA Donaldsonville, LA Franklinton, LA Franklinton, LA Franklinton, LA Franklinton, LA Harvey, LA Jena, LA Jennings, LA New Orleans, LA Pine Grove, LA Rayville, LA Roseland, LA Talisheek, LA Baltimore, MD Salisbury, MD Springfield, MA Ann Arbor, MI Belleville, MI Grand Blanc, MI Jackson, MI Kentwood, MI Lake Orion, MI Onaway, MI Champlin, MN North Branch, MN Richfield, MN Bay St. Louis, MS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 583,174 202,968 227,562 154,294 579,935 68,172 1,053,287 95,655 601,820 290,396 542,118 193,192 242,651 396,560 163,258 728,822 772,878 128,158 293,726 238,223 310,034 307,331 150,802 699,157 305,215 153,428 735,859 598,203 1,589,886 1,451,971 939,481 1,172,982 17,557 307,271 533,175 2,141,431 547,498 1,118,270 896,444 5,794,123 742,421 1,594,085 2,938,611 6,141,649 802,880 1,054,572 1,297,684 2,418,183 925,598 2,462,533 1,122,737 747,944 1,468,688 2,392,129 2,329,137 — 758,573 2,365,203 872,252 1,031,214 651,927 1,193,870 826,741 2,489,707 3,970,176 3,738,477 2,548,436 3,438,259 2,349,762 935,308 1,602,196 — 613,552 2,080,989 — — — — — — 219 — — — 5,647 — — — — — — 22,350 — — — — 41,717 — — — — — — — — — — 18,429 205 — — 583,174 202,968 227,562 154,294 579,935 68,172 1,053,287 95,655 601,820 290,396 542,118 193,192 242,651 396,560 163,258 728,822 772,878 128,158 293,726 238,223 310,034 307,331 150,802 699,157 305,215 153,428 735,859 598,203 1,589,886 1,451,971 939,481 1,172,982 17,557 307,271 533,380 2,141,431 547,498 1,118,270 896,444 5,794,123 742,421 1,594,085 2,938,611 6,141,868 802,880 1,054,572 1,297,684 2,423,830 925,598 2,462,533 1,122,737 747,944 1,468,688 2,392,129 2,351,487 — 758,573 2,365,203 872,252 1,072,931 651,927 1,193,870 826,741 2,489,707 3,970,176 3,738,477 2,548,436 3,438,259 2,349,762 935,308 1,620,625 — 613,552 2,080,989 F-50 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) (cid:3) Income Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 5,044,907 1,530,665 977,054 1,449,218 2,136,568 2,680,537 1,174,518 3,058,701 1,802,866 6,774,469 2,965,915 2,825,890 6,360,837 8,138,104 740,461 2,525,818 4,946,514 682,822 11,720,703 2,858,360 4,428,998 1,507,170 1,178,133 2,791,647 991,015 1,592,910 1,437,594 2,560,201 1,137,700 627,961 1,415,046 995,928 1,348,018 1,256,978 1,362,737 1,179,410 1,257,509 331,038 81,010 41,306 72,825 106,552 97,436 28,036 188,970 69,691 409,697 88,033 109,491 198,670 56,593 23,105 75,669 168,023 — 239,171 149,847 — 78,857 64,008 93,255 47,381 77,473 73,170 101,980 38,219 22,814 51,137 52,255 38,628 44,063 75,012 36,320 45,915 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition Corinth, MS Forest, MS Southaven, MS Waynesboro, MS Blue Springs, MO Florissant, MO Joplin, MO Liberty, MO Neosho, MO Springfield, MO St. Peters, MO Webb City, MO Nashua, NH Forked River, NJ Forked River, NJ Forked River, NJ Forked River, NJ Forked River, NJ Woodland Park, NJ Bernalillo, NM Farmington, NM Canandaigua, NY Catskill, NY Clifton Park, NY Elmira, NY Geneseo, NY Greece, NY Hamburg, NY Latham, NY N. Syracuse, NY Niagara Falls, NY Rochester, NY Rochester, NY Rochester, NY Schenectady, NY Schenectady, NY Syracuse, NY — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 504,885 189,817 150,931 243,835 431,698 733,592 789,880 308,470 687,812 1,311,497 1,205,257 1,324,146 3,635,953 4,227,966 3,505,805 1,128,858 1,682,284 682,822 7,761,801 899,770 4,428,998 154,996 80,524 925,613 43,388 264,795 182,916 520,599 373,318 165,417 392,301 100,136 575,463 375,721 74,387 453,006 339,207 4,540,022 1,340,848 826,123 1,205,383 1,704,870 1,961,094 384,638 2,750,231 1,115,054 5,462,972 1,760,658 1,501,744 2,720,644 3,991,690 (2,766,838) 1,396,960 3,527,964 — 3,958,902 2,037,465 — 1,352,174 1,097,609 1,858,613 947,627 1,328,115 1,254,678 2,039,602 764,382 452,510 1,022,745 895,792 772,555 881,257 1,279,967 726,404 918,302 — — — — — (14,149) — — — — — — 4,240 (81,552) 1,494 — (263,734) — — (78,875) — — — 7,421 — — — — — 10,034 — — — — 8,383 — — 504,885 189,817 150,931 243,835 431,698 733,592 789,880 308,470 687,812 1,311,497 1,205,257 1,324,146 3,635,953 4,227,966 3,505,805 1,128,858 1,682,284 682,822 7,761,801 820,895 4,428,998 154,996 80,524 925,613 43,388 264,795 182,916 520,599 373,318 165,417 392,301 100,136 575,463 375,721 74,387 453,006 339,207 4,540,022 1,340,848 826,123 1,205,383 1,704,870 1,946,945 384,638 2,750,231 1,115,054 5,462,972 1,760,658 1,501,744 2,724,884 3,910,138 (2,765,344) 1,396,960 3,264,230 — 3,958,902 2,037,465 — 1,352,174 1,097,609 1,866,034 947,627 1,328,115 1,254,678 2,039,602 764,382 462,544 1,022,745 895,792 772,555 881,257 1,288,350 726,404 918,302 F-51 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 866,384 821,816 707,936 835,786 1,194,642 805,737 2,490,790 2,636,366 1,878,172 1,753,972 1,944,674 1,277,032 1,237,388 7,780,793 1,201,555 1,272,373 161,220 445,299 1,399,673 2,058,054 1,630,477 738,745 5,405,718 1,762,858 1,132,919 1,355,743 1,959,786 809,802 736,161 1,313,413 2,197,708 3,111,525 1,086,230 6,421,273 2,978,951 1,366,747 1,047,647 12,967 42,411 28,846 36,880 24,440 25,900 102,255 42,449 88,464 67,551 70,172 51,235 48,340 372,739 59,724 35,014 66 — 72,809 53,806 54,416 20,001 — 93,724 39,907 55,707 99,682 30,055 — 49,472 79,864 168,089 50,235 319,380 97,645 47,878 56,719 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Syracuse, NY Tonawanda, NY Tonawanda, NY W. Seneca, NY Williamsville, NY Charlotte, NC Concord, NC Durham, NC Fayetteville, NC Greensboro, NC Greenville, NC High Point, NC Kernersville, NC Pineville, NC Rockingham, NC Salisbury, NC Zebulon, NC Akron, OH Bellevue, OH Canton, OH Columbus, OH Fairview Park, OH Franklin, OH Middletown, OH Niles, OH North Olmsted, OH North Ridgeville, OH Warren, OH Warrensville Heights, OH Youngstown, OH Broken Arrow, OK Chickasha, OK Coweta, OK Midwest City, OK Oklahoma City, OK Shawnee, OK Wright City, OK — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 607,053 94,443 131,021 98,194 705,842 287,732 526,102 1,787,380 108,898 402,957 541,233 252,336 270,581 1,390,592 245,976 572,085 160,107 445,299 272,308 981,941 542,161 338,732 5,405,718 311,389 334,783 544,903 521,909 208,710 735,534 323,983 919,176 230,000 282,468 755,192 1,104,085 409,190 38,302 259,331 727,373 576,915 737,592 488,800 518,005 1,955,989 848,986 1,769,274 1,351,015 1,403,441 1,024,696 966,807 6,390,201 955,579 700,288 1,077 — 1,127,365 1,076,113 1,088,316 400,013 — 1,451,469 798,136 810,840 1,475,305 601,092 — 989,430 1,276,754 2,881,525 803,762 5,687,280 1,874,359 957,557 1,010,645 — — — — — — 8,699 — — — — — — — — — 36 — — — — — — — — — (37,428) — 627 — 1,778 — — (21,199) 507 — (1,300) 607,053 94,443 131,021 98,194 705,842 287,732 526,102 1,787,380 108,898 402,957 541,233 252,336 270,581 1,390,592 245,976 572,085 160,107 445,299 272,308 981,941 542,161 338,732 5,405,718 311,389 334,783 544,903 521,909 208,710 736,161 323,983 919,176 230,000 282,468 755,192 1,104,085 409,190 38,302 259,331 727,373 576,915 737,592 488,800 518,005 1,964,688 848,986 1,769,274 1,351,015 1,403,441 1,024,696 966,807 6,390,201 955,579 700,288 1,113 — 1,127,365 1,076,113 1,088,316 400,013 — 1,451,469 798,136 810,840 1,437,877 601,092 — 989,430 1,278,532 2,881,525 803,762 5,666,081 1,874,866 957,557 1,009,345 F-52 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 12,288,548 983,847 892,212 1,039,496 5,098,522 373,295 250,206 6,053,326 1,401,815 984,976 3,367,615 9,026,205 2,795,710 2,079,562 991,654 1,234,928 1,598,191 403,441 2,327,720 1,330,765 1,034,905 2,416,157 1,413,268 3,683,553 2,583,227 1,095,914 2,847,380 1,041,232 1,155,629 5,115,371 1,559,165 2,251,920 1,437,554 1,275,404 1,234,030 2,208,865 3,185,583 510,412 32,175 41,697 386 — 10,904 6,126 277,671 — 2,526 95,588 529,610 105,413 72,574 48,625 57,695 52,140 7,455 80,919 40,473 51,734 61,830 61,608 137,223 94,520 52,586 112,540 43,367 56,143 158,377 99,537 117,545 52,746 41,134 36,097 94,736 115,592 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Hillsboro, OR Carlisle, PA Erie, PA Johnstown, PA King of Prussia, PA Philadelphia, PA Philadelphia, PA Pittsburgh, PA Pittsburgh, PA Upper Darby, PA Wysox, PA Richmond, RI Warwick, RI Greenville, SC Lake City, SC Manning, SC Mt. Pleasant, SC Myrtle Beach, SC Spartanburg, SC Sumter, SC Walterboro, SC Chattanooga, TN Johnson City, TN Beaumont, TX Donna, TX Fairfield, TX Groves, TX Humble, TX Jacksboro, TX Kemah, TX Lamesa, TX Live Oak, TX Lufkin, TX Plano, TX Port Arthur, TX Porter, TX Tomball, TX — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 4,632,369 340,349 58,279 1,030,667 5,097,320 155,212 127,690 927,083 1,397,965 861,339 1,668,272 1,293,932 687,454 628,081 57,911 245,546 555,387 254,334 709,338 521,299 207,130 1,179,566 181,117 936,389 962,302 125,098 596,586 173,885 119,147 2,324,774 66,019 371,174 382,643 452,721 512,094 524,532 1,336,029 7,656,179 643,498 833,933 — — 218,083 122,516 5,126,243 — 85,966 1,699,343 7,477,281 2,108,256 1,451,481 932,874 989,236 1,042,804 149,107 1,618,382 809,466 827,775 1,236,591 1,232,151 2,725,502 1,620,925 970,816 2,250,794 867,347 1,036,482 2,835,597 1,493,146 1,880,746 1,054,911 822,683 721,936 1,683,767 1,849,554 — — — 8,829 1,202 — — — 3,850 37,671 — 254,992 — — 869 146 — — — — — — — 21,662 — — — — — (45,000) — — — — — 566 — 4,632,369 340,349 58,279 1,030,667 5,098,522 155,212 127,690 927,083 1,401,815 861,339 1,668,272 1,293,932 687,454 628,081 57,911 245,546 555,387 254,334 709,338 521,299 207,130 1,179,566 181,117 936,389 962,302 125,098 596,586 173,885 119,147 2,324,774 66,019 371,174 382,643 452,721 512,094 524,532 1,336,029 7,656,179 643,498 833,933 8,829 — 218,083 122,516 5,126,243 — 123,637 1,699,343 7,732,273 2,108,256 1,451,481 933,743 989,382 1,042,804 149,107 1,618,382 809,466 827,775 1,236,591 1,232,151 2,747,164 1,620,925 970,816 2,250,794 867,347 1,036,482 2,790,597 1,493,146 1,880,746 1,054,911 822,683 721,936 1,684,333 1,849,554 F-53 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 1,877,106 1,180,263 1,338,800 3,689,500 1,182,318 1,529,500 1,950,490 868,140 2,717,787 1,454,278 3,296,587 3,579,610 1,226,609 1,235,027 2,200,583 1,320,989 6,695,352 1,382,081 1,605,433 1,260,784 1,455,531 1,218,190 2,260,726 1,078,482 993,385 1,572,939 1,734,937 1,391,913 6,470,188 1,195,421 1,234,996 9,547,155 9,164,515 6,026,610 1,095,933 19,426,761 17,403,640 74,816 39,606 52,349 161,873 33,089 53,829 57,484 25,745 123,535 — 57,729 165,422 40,586 69,072 69,172 57,272 236,035 58,664 53,597 46,455 39,631 32,892 25,086 28,902 30,604 58,699 47,845 39,094 256,583 37,789 37,551 276,869 153,489 63,209 — 113,326 328,251 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition Universal City, TX Waxahachie, TX Willis, TX Logan, UT Christiansburg, VA Fredericksburg, VA Glen Allen, VA Hampton, VA Louisa, VA Manassas, VA Virginia Beach, VA Virginia Beach, VA Everett, WA Bluefield, WV Green Bay, WI La Crosse, WI Madison, WI Mt. Pleasant, WI Schofield, WI Sheboygan, WI Athens, AL Attala, AL Birmingham, AL Blountsville, AL Coffeeville, AL Phenix, AL Silas, AL Tuba City, AZ Searcy, AR Sheridan, AR Trumann, AR Visalia, CA Lakewood, CO Rifle, CO Danbury, CT Greenwich, CT Orange, CT — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 380,788 388,138 406,466 914,515 520,538 452,911 1,112,948 353,242 538,246 1,454,278 2,142,002 271,176 414,899 287,740 817,143 175,551 2,475,815 208,806 533,503 331,692 338,789 289,473 1,400,530 262,412 129,263 292,234 383,742 138,006 851,561 124,667 170,957 2,552,353 3,021,260 4,427,019 1,095,933 16,350,193 6,881,022 1,496,318 792,125 925,047 2,774,985 661,780 1,076,589 837,542 514,898 2,179,541 — 1,154,585 3,308,434 811,710 947,287 1,383,440 1,145,438 4,249,537 1,173,275 1,071,930 929,092 1,119,459 928,717 859,880 816,070 864,122 1,280,705 1,351,195 1,253,376 5,582,069 1,070,754 1,064,039 6,994,518 6,125,185 1,599,591 — 3,076,568 10,519,218 — — 7,287 — — — — — — — — — — — — — (30,000) — — — (2,717) — 316 — — — — 531 36,558 — — 284 18,070 — — — 3,400 380,788 388,138 406,466 914,515 520,538 452,911 1,112,948 353,242 538,246 1,454,278 2,142,002 271,176 414,899 287,740 817,143 175,551 2,475,815 208,806 533,503 331,692 338,789 289,473 1,400,530 262,412 129,263 292,234 383,742 138,006 851,561 124,667 170,957 2,552,353 3,021,260 4,427,019 1,095,933 16,350,193 6,881,022 1,496,318 792,125 932,334 2,774,985 661,780 1,076,589 837,542 514,898 2,179,541 — 1,154,585 3,308,434 811,710 947,287 1,383,440 1,145,438 4,219,537 1,173,275 1,071,930 929,092 1,116,742 928,717 860,196 816,070 864,122 1,280,705 1,351,195 1,253,907 5,618,627 1,070,754 1,064,039 6,994,802 6,143,255 1,599,591 — 3,076,568 10,522,618 F-54 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 1,745,553 744,261 5,286,199 1,862,087 1,524,408 2,174,730 1,315,252 2,552,602 2,840,788 1,682,164 7,575,070 2,585,807 1,490,042 4,829,012 1,802,277 2,865,730 2,852,172 2,996,796 1,832,352 2,026,790 6,948,811 185,310 2,527,220 1,651,782 1,813,122 24,568,014 1,629,415 1,858,293 1,161,648 1,165,089 2,534,076 3,000,610 1,051,599 1,846,268 1,151,936 1,860,168 1,062,396 41,913 12 121,660 60,773 44,773 — 30,914 60,192 90,002 31,317 159,015 80,929 57,840 78,064 70,494 73,444 80,042 78,604 62,907 75,681 281,787 — 79,249 52,461 46,802 629,094 47,968 50,577 27,788 36,937 53,664 68,536 28,475 64,299 35,513 49,922 22,899 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition Torrington, CT Bear, DE Wilmington, DE Apopka, FL Clearwater, FL Cocoa, FL Lake Placid, FL Merritt Island, FL Orlando, FL Poinciana, FL Sanford, FL Tavares, FL Wauchula, FL West Palm Beach, FL Brunswick, GA Columbus, GA Conyers, GA Dacula, GA Marietta, GA Tucker, GA Chubbuck, ID Chubbuck, ID Chubbuck, ID Edwardsville, IL Elk Grove Village, IL Evergreen Park, IL Freeport, IL Geneva, IL Greenville, IL Murphysboro, IL Rockford, IL Round Lake, IL Fishers, IN Gas City, IN Hammond, IN Kokomo, IN Marion, IN — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 195,171 743,604 2,501,623 646,629 497,216 2,174,730 255,339 746,846 751,265 608,450 2,791,684 736,113 333,236 2,484,935 186,767 336,125 714,666 1,280,484 390,416 374,268 1,067,983 185,310 873,334 449,741 394,567 5,687,045 92,295 644,434 135,642 176,281 814,666 325,722 429,857 504,378 149,230 716,631 140,507 1,541,214 — 2,784,576 1,215,458 1,027,192 — 1,059,913 1,805,756 2,089,523 1,073,714 4,763,063 1,849,694 1,156,806 2,344,077 1,615,510 2,497,365 2,137,506 1,716,312 1,441,936 1,652,522 5,880,828 — 1,653,886 1,202,041 1,395,659 18,880,969 1,537,120 1,213,859 1,026,006 988,808 1,719,410 2,669,132 621,742 1,341,890 1,002,706 1,143,537 898,097 9,168 657 — — — — — — — — 20,323 — — — — 32,240 — — — — — — — — 22,896 — — — — — — 5,756 — — — — 23,792 195,171 743,604 2,501,623 646,629 497,216 2,174,730 255,339 746,846 751,265 608,450 2,791,684 736,113 333,236 2,484,935 186,767 336,125 714,666 1,280,484 390,416 374,268 1,067,983 185,310 873,334 449,741 394,567 5,687,045 92,295 644,434 135,642 176,281 814,666 325,722 429,857 504,378 149,230 716,631 140,507 1,550,382 657 2,784,576 1,215,458 1,027,192 — 1,059,913 1,805,756 2,089,523 1,073,714 4,783,386 1,849,694 1,156,806 2,344,077 1,615,510 2,529,605 2,137,506 1,716,312 1,441,936 1,652,522 5,880,828 — 1,653,886 1,202,041 1,418,555 18,880,969 1,537,120 1,213,859 1,026,006 988,808 1,719,410 2,674,888 621,742 1,341,890 1,002,706 1,143,537 921,889 F-55 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 1,855,160 1,634,947 1,321,943 1,277,507 1,539,246 1,185,530 6,957,907 1,775,720 3,548,261 1,397,460 1,105,470 1,366,541 965,606 565,778 7,314,373 2,419,734 11,806,722 1,434,391 6,021,464 2,022,709 1,424,228 6,864,254 1,511,948 1,576,889 1,423,808 819,738 934,990 1,789,565 3,153,128 1,623,933 929,407 20,652,639 8,206,169 867,025 1,207,599 1,003,895 1,086,009 57,776 42,110 29,041 49,084 43,129 34,007 237,395 27,582 97,352 38,520 25,967 26,568 30,581 — 167,678 57,913 213,551 36,178 128,031 65,121 46,491 154,135 41,473 38,454 27,927 26,820 22,039 36,899 115,802 45,652 29,836 461,563 240,127 29,618 46,295 29,431 39,143 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition Westfield, IN Waterloo, IA Concordia, KS Parsons, KS Pratt, KS Wellington, KS Wichita, KS Crestwood, KY Georgetown, KY Grayson, KY Henderson, KY Leitchfield, KY Kentwood, LA Lake Charles, LA Bowie, MD Eldersburg, MD Brockton, MA Ipswich, MA Ipswich, MA Adrian, MI Allegan, MI Bloomfield Hills, MI Caro, MI Clare, MI Cooks, MI Crystal Falls, MI Harrison, MI Jackson, MI Monroe, MI Plymouth, MI Spalding, MI Walker, MI Lakeville, MN Longville, MN Waite Park, MN Bolton, MS Bruce, MS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 594,597 369,497 150,440 203,953 245,375 95,197 1,257,608 670,021 257,839 241,857 146,676 303,830 327,392 565,778 2,840,009 563,227 3,254,807 467,109 2,606,990 459,814 184,466 1,160,912 183,318 153,379 304,340 62,462 59,984 524,446 501,688 580,459 86,973 4,821,073 1,774,051 30,748 142,863 172,890 189,929 1,260,563 1,265,450 1,144,639 1,073,554 1,293,871 1,090,333 5,700,299 1,096,031 3,025,734 1,155,603 958,794 1,062,711 638,214 890,034 4,474,364 1,855,987 8,504,236 967,282 3,414,474 1,562,895 1,239,762 4,181,635 1,328,630 1,412,383 1,109,838 757,276 900,901 1,265,119 2,651,440 1,043,474 842,434 15,814,475 6,386,118 836,277 1,064,736 831,005 896,080 — — 26,864 — — — — 9,668 264,688 — — — — (890,034) — 520 47,679 — — — — 1,521,707 — 11,127 9,630 — (25,895) — — — — 17,091 46,000 — — — — 594,597 369,497 150,440 203,953 245,375 95,197 1,257,608 670,021 257,839 241,857 146,676 303,830 327,392 565,778 2,840,009 563,227 3,254,807 467,109 2,606,990 459,814 184,466 1,160,912 183,318 153,379 304,340 62,462 59,984 524,446 501,688 580,459 86,973 4,821,073 1,774,051 30,748 142,863 172,890 189,929 1,260,563 1,265,450 1,171,503 1,073,554 1,293,871 1,090,333 5,700,299 1,105,699 3,290,422 1,155,603 958,794 1,062,711 638,214 — 4,474,364 1,856,507 8,551,915 967,282 3,414,474 1,562,895 1,239,762 5,703,342 1,328,630 1,423,510 1,119,468 757,276 875,006 1,265,119 2,651,440 1,043,474 842,434 15,831,566 6,432,118 836,277 1,064,736 831,005 896,080 F-56 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 39,237 40,836 39,917 36,490 42,091 36,577 29,902 22,768 96,647 94,030 29,163 29,557 29,924 37,506 33,856 38,512 91,758 70,562 58,928 32,761 271,918 33,893 32,064 84,347 45,138 175,011 33,395 45,039 263,431 — 34,156 35,433 72,663 56,131 44,763 33,754 62,081 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 1,021,611 1,947,457 1,084,212 1,563,328 1,299,770 1,098,155 996,408 699,419 3,604,586 3,903,879 1,031,393 934,308 1,044,873 1,275,443 1,239,207 1,432,437 4,131,654 3,905,819 2,829,385 2,407,750 6,241,685 1,273,753 1,258,952 5,077,078 1,449,438 9,151,435 1,494,018 2,049,751 9,428,818 1,481,940 1,821,173 1,138,390 3,239,573 2,100,075 1,724,854 1,538,489 1,780,813 Columbus, MS Flowood, MS Houston, MS Jackson, MS Michigan City, MS Pontotoc, MS Tutwiler, MS Fair Play, MO Florissant, MO Florissant, MO Grovespring, MO Hermitage, MO Madison, MO Oak Grove, MO Salem, MO South Fork, MO St. Louis, MO Manchester, HN Nashua, NH Lanoka Harbor, NJ Paramus, NJ San Ysidro, NM Hinsdale, NY Liverpool, NY Malone, NY Vestal, NY Columbus, NC Fayetteville, NC Hope Mills, NC Stallings, NC Sylva, NC Edgeley, ND Grand Forks, ND Williston, ND Batavia, OH Bellevue, OH Columbus, OH — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 123,385 638,891 170,449 393,954 336,323 174,112 152,108 56,563 1,394,072 1,647,163 207,974 98,531 199,972 275,293 153,713 345,053 743,673 1,486,550 808,886 1,355,335 — 316,770 353,602 1,697,114 413,667 3,540,906 423,026 505,574 1,522,142 1,481,940 450,055 193,509 1,187,389 515,210 601,071 186,215 357,767 898,226 1,308,566 913,763 1,169,374 963,447 924,043 844,300 642,856 2,210,514 2,256,716 823,419 833,177 844,901 1,000,150 1,085,494 1,087,384 3,387,981 2,419,269 2,020,221 1,052,415 6,224,221 956,983 905,350 3,355,641 1,035,771 5,610,529 1,070,992 1,544,177 7,906,676 — 1,351,631 944,881 2,052,184 1,584,865 1,125,756 1,343,783 1,423,046 — — — — — — — — — — — 2,600 — — — — — — 278 — 17,464 — — 24,323 — — — — — — 19,487 — — — (1,973) 8,491 — 123,385 638,891 170,449 393,954 336,323 174,112 152,108 56,563 1,394,072 1,647,163 207,974 98,531 199,972 275,293 153,713 345,053 743,673 1,486,550 808,886 1,355,335 — 316,770 353,602 1,697,114 413,667 3,540,906 423,026 505,574 1,522,142 1,481,940 450,055 193,509 1,187,389 515,210 601,071 186,215 357,767 898,226 1,308,566 913,763 1,169,374 963,447 924,043 844,300 642,856 2,210,514 2,256,716 823,419 835,777 844,901 1,000,150 1,085,494 1,087,384 3,387,981 2,419,269 2,020,499 1,052,415 6,241,685 956,983 905,350 3,379,964 1,035,771 5,610,529 1,070,992 1,544,177 7,906,676 — 1,371,118 944,881 2,052,184 1,584,865 1,123,783 1,352,274 1,423,046 F-57 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 39,925 44,297 96,735 35,097 39,130 117,494 39,052 53,684 36,017 46,670 29,604 22,788 32,375 93,867 88,343 106,798 38,573 82,390 69,059 26,983 866,957 119,981 101,292 101,595 44,839 264,608 606,177 52,518 98,211 44,123 34,745 42,558 47,817 83,080 30,556 107,792 24,080 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 1,572,613 1,402,258 4,230,088 1,490,225 2,313,961 3,479,232 1,611,425 1,569,772 1,571,174 1,700,694 844,900 843,090 1,008,259 4,115,989 2,574,226 3,571,556 1,292,017 3,131,694 1,936,210 1,708,778 22,890,686 5,094,266 4,334,029 3,445,711 1,468,055 10,022,464 16,012,387 1,265,829 4,619,985 1,433,092 1,061,051 1,090,292 1,247,001 4,723,411 1,155,120 3,360,396 1,291,188 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition Conneaut, OH Hamilton, OH Heath, OH Kenton, OH Maumee, OH Oxford, OH West Chester, OH West Chester, OH Ada, OK Bartlesville, OK Bokoshe, OK Lawton, OK Whitefield, OK Cranberry Township, PA Ebensburg, PA Flourtown, PA Monaca, PA Natrona Heights, PA North Huntingdon, PA Oakdale, PA Philadelphia, PA Pittsburgh, PA Robinson Township, PA Titusville, PA West View, PA York, PA Columbia, SC Hampton, SC Myrtle Beach, SC Orangeburg, SC Kadoka, SD Thorn Hill, TN Woodbury, TN Burleson, TX Carrizo Springs, TX Garland, TX Kenedy, TX — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 200,915 335,677 657,358 191,968 1,498,739 912,241 796,035 395,924 336,304 451,582 47,725 230,834 144,932 2,066,679 551,162 1,342,409 449,116 1,412,247 428,166 708,623 1,891,985 1,251,674 1,630,648 877,651 120,349 3,331,496 2,783,934 215,462 1,371,226 316,428 134,528 115,367 154,043 1,396,753 337,070 773,385 325,159 1,363,715 1,066,581 3,259,449 1,290,534 815,222 2,566,991 814,730 1,173,848 1,234,870 1,249,112 797,175 612,256 863,327 2,049,310 2,023,064 2,229,147 842,901 1,719,447 1,508,044 987,577 20,799,223 3,842,592 2,703,381 2,568,060 1,347,706 6,690,968 13,228,453 1,050,367 2,752,440 1,116,664 926,523 974,925 1,092,958 3,312,794 812,963 2,587,011 954,774 7,983 — 313,281 7,723 — — 660 — — — — — — — — — — — — 12,578 199,478 — — — — — — — 496,319 — — — — 13,864 5,087 — 11,255 200,915 335,677 657,358 191,968 1,498,739 912,241 796,035 395,924 336,304 451,582 47,725 230,834 144,932 2,066,679 551,162 1,342,409 449,116 1,412,247 428,166 708,623 1,891,985 1,251,674 1,630,648 877,651 120,349 3,331,496 2,783,934 215,462 1,371,226 316,428 134,528 115,367 154,043 1,396,753 337,070 773,385 325,159 1,371,698 1,066,581 3,572,730 1,298,257 815,222 2,566,991 815,390 1,173,848 1,234,870 1,249,112 797,175 612,256 863,327 2,049,310 2,023,064 2,229,147 842,901 1,719,447 1,508,044 1,000,155 20,998,701 3,842,592 2,703,381 2,568,060 1,347,706 6,690,968 13,228,453 1,050,367 3,248,759 1,116,664 926,523 974,925 1,092,958 3,326,658 818,050 2,587,011 966,029 F-58 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 3,595,873 1,005,266 2,654,449 854,005 1,420,268 775,155 1,157,206 1,459,039 1,298,027 1,569,387 6,383,371 801,332 979,587 1,416,869 2,362,102 18,902,531 9,892,575 6,329,606 5,052,648 10,322,238 959,365 13,139,532 18,896,667 8,807,632 1,913,532 5,504,488 10,668,451 7,982,862 15,205,504 4,272,185 1,674,556 1,771,696 1,011,723 1,804,345 2,319,829 3,941,721 8,306,715 — 9,007 13,450 13,080 5,838 10,586 — — 20,566 21,208 60,528 5,943 14,373 14,448 3,325 75,501 — 68,476 — 57,839 278 36,402 169,933 124,490 29,712 71,364 — 1,540 153,883 — — — 15,195 19,607 39,810 21,714 44,224 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Benton, AR Bismarck, AR Centerton, AR Elaine, AR Jonesboro, AR Little Rock, AR Mayflower, AR Mena, AR Pine Bluff, AR Pine Bluff, AR Searcy, AR Sparkman, AR West Helena, AR Coolidge, AZ Maricopa, AZ Phoenix, AZ Tucson, AZ Yuma, AZ Yuma, AZ Antioch, CA Calexico, CA Hawthorne, CA Napa, CA Palmdale, CA Quincy, CA Quincy, CA Rancho Cordova, CA San Francisco, CA Signal Hill, CA Stockton, CA Broomfield, CO Cortez, CO La Junta, CO Pueblo, CO Newington, CT Old Saybrook, CT Stafford Springs, CT — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,271,157 129,139 502,391 51,248 477,565 136,550 708,465 1,459,039 195,689 279,293 548,495 80,956 93,907 252,228 761,177 11,641,459 3,267,761 840,427 — 3,369,667 937,091 7,297,568 5,287,831 2,159,541 315,559 605,988 10,668,451 7,234,677 8,490,622 961,910 708,881 177,422 187,988 235,805 403,932 443,801 1,230,939 1,324,716 876,127 2,152,058 802,757 942,703 638,605 448,741 — 1,102,338 1,290,094 5,834,876 720,376 885,680 1,164,641 1,600,925 7,261,072 6,624,814 5,489,179 5,052,648 6,952,571 22,274 5,841,964 13,608,836 6,648,091 1,597,973 4,898,500 — 748,185 6,714,882 3,310,275 965,675 1,594,274 823,735 1,568,540 1,915,897 3,497,920 7,075,776 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2,271,157 129,139 502,391 51,248 477,565 136,550 708,465 1,459,039 195,689 279,293 548,495 80,956 93,907 252,228 761,177 11,641,459 3,267,761 840,427 — 3,369,667 937,091 7,297,568 5,287,831 2,159,541 315,559 605,988 10,668,451 7,234,677 8,490,622 961,910 708,881 177,422 187,988 235,805 403,932 443,801 1,230,939 1,324,716 876,127 2,152,058 802,757 942,703 638,605 448,741 — 1,102,338 1,290,094 5,834,876 720,376 885,680 1,164,641 1,600,925 7,261,072 6,624,814 5,489,179 5,052,648 6,952,571 22,274 5,841,964 13,608,836 6,648,091 1,597,973 4,898,500 — 748,185 6,714,882 3,310,275 965,675 1,594,274 823,735 1,568,540 1,915,897 3,497,920 7,075,776 F-59 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 3,269,976 7,619,928 3,279,215 2,538,652 2,309,838 4,688,786 2,371,382 2,452,878 9,646,253 1,510,628 1,993,875 2,106,598 12,618,320 2,610,021 1,181,128 3,143,389 1,680,021 3,576,689 1,774,325 1,454,838 5,206,495 561,767 1,062,627 1,429,563 7,078,726 15,542,149 10,080,177 3,850,931 1,412,010 3,810,057 3,233,217 2,861,717 3,547,818 12,122,736 3,411,553 1,353,706 2,702,596 85,111 252,614 89,048 73,237 74,359 83,472 45,816 66,425 190,261 36,034 41,645 51,500 — 58,474 28,311 77,213 33,160 66,731 36,615 31,204 130,891 — — 31,096 — 475,476 225,289 82,984 17,834 — 57,390 18,846 61,865 144,903 55,491 18,803 8,923 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2019 2020 2020 2020 2020 2020 2020 2020 2020 2020 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Laredo, TX Lewisville, TX Lubbock, TX Wichita Falls, TX Wylie, TX Draper, UT Bristol, VA Gloucester, VA Hampton, VA Hampton, VA Hampton, VA Hampton, VA Newport News, VA Newport News, VA Poquoson, VA South Boston, VA Surry, VA Williamsburg, VA Williamsburg, VA Wytheville, VA Ephrata, WA Charleston, WV Ripley, WV Black River Falls, WI Lake Geneva, WI Menomonee Falls, WI Sun Prairie, WI West Milwaukee, WI Adger, AL Dothan, AL Enterprise, AL Lanett, AL Saraland, AL Sylacauga, AL Theodore, AL Altheimer, AR Benton, AR — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,117,403 2,347,993 1,420,820 585,664 686,154 1,344,025 996,915 458,785 3,549,928 429,613 744,520 561,596 12,618,320 855,793 330,867 490,590 685,233 1,574,769 675,861 206,660 368,492 561,767 1,042,204 278,472 7,078,726 3,518,493 2,864,563 783,260 189,119 792,626 728,934 597,615 838,216 2,181,806 743,751 202,235 561,085 2,152,573 5,271,935 1,858,395 1,952,988 1,623,684 3,321,208 1,374,467 1,994,093 6,096,218 1,081,015 1,249,355 1,545,002 — 1,754,228 848,105 2,637,385 994,788 2,001,920 1,098,464 1,248,178 4,821,470 — — 1,141,572 — 12,020,248 7,215,614 3,055,907 1,222,891 3,017,431 2,504,283 2,264,102 2,709,602 9,940,930 2,667,802 1,151,471 2,141,511 — — — — — 23,553 — — 107 — — — — — 2,156 15,414 — — — — 16,533 — 20,423 9,519 — 3,408 — 11,764 — — — — — — — — — 1,117,403 2,347,993 1,420,820 585,664 686,154 1,344,025 996,915 458,785 3,549,928 429,613 744,520 561,596 12,618,320 855,793 330,867 490,590 685,233 1,574,769 675,861 206,660 368,492 561,767 1,062,627 278,472 7,078,726 3,518,493 2,864,563 783,260 189,119 792,626 728,934 597,615 838,216 2,181,806 743,751 202,235 561,085 2,152,573 5,271,935 1,858,395 1,952,988 1,623,684 3,344,761 1,374,467 1,994,093 6,096,325 1,081,015 1,249,355 1,545,002 — 1,754,228 850,261 2,652,799 994,788 2,001,920 1,098,464 1,248,178 4,838,003 — — 1,151,091 — 12,023,656 7,215,614 3,067,671 1,222,891 3,017,431 2,504,283 2,264,102 2,709,602 9,940,930 2,667,802 1,151,471 2,141,511 F-60 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 2,157,617 2,478,033 3,244,322 2,060,445 1,250,691 790,810 11,819,944 1,686,323 1,348,408 2,334,601 2,537,580 1,986,013 2,534,749 2,597,487 1,590,027 1,694,418 6,611,764 1,207,445 1,277,958 1,369,844 2,242,961 1,253,091 1,020,019 2,485,716 11,670,785 1,019,167 1,533,506 2,552,648 7,634,296 1,226,570 1,088,007 1,663,060 5,086,291 4,648,055 2,012,456 3,486,369 1,536,030 35,891 5,258 28,597 — — 10,250 120,898 21,399 — 34,554 44,040 — 30,826 31,077 21,238 24,033 32,899 16,140 26,016 — 7,123 — 14,328 37,436 98,416 14,394 28,146 18,699 34,229 23,569 23,343 28,357 14,283 26,273 8,727 — 17,684 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Davenport, FL Deerfield Beach, FL Labelle, FL Lake Placid, FL Leesburg, FL Madison, FL Orlando, FL Panama City, FL Pensacola, FL Port St. Lucie, FL Punta Gorda, FL Sebring, FL Venice, FL Vero Beach, FL Albany, GA Albany, GA Albany, GA Americus, GA Cairo, GA Dallas, GA Doraville, GA Flowery Branch, GA Jesup, GA Lawrenceville, GA Lithia Springs, GA Moultrie, GA Quitman, GA Savannah, GA Savannah, GA George, IA Graettinger, IA Alexis, IL Chicago, IL Chicago, IL Chicago, IL Chicago, IL East Alton, IL — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 721,966 1,963,542 489,345 2,060,445 708,698 171,150 4,558,262 830,080 379,154 670,030 615,829 1,986,013 1,301,719 1,241,406 311,920 248,888 898,015 238,633 237,315 235,642 533,512 1,253,091 155,604 852,136 3,789,145 150,752 407,661 749,834 3,502,278 283,785 154,261 425,656 2,780,722 424,932 596,808 932,560 113,457 1,435,651 514,491 2,754,977 — 541,993 619,660 7,261,682 856,243 969,254 1,664,571 1,921,751 — 1,233,030 1,356,081 1,278,107 1,445,530 5,713,749 968,812 1,040,643 1,134,202 1,709,449 — 864,415 1,633,580 7,881,640 868,415 1,125,845 1,802,814 4,132,018 942,785 933,746 1,237,404 2,305,569 4,223,123 1,415,648 2,553,809 1,422,573 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 721,966 1,963,542 489,345 2,060,445 708,698 171,150 4,558,262 830,080 379,154 670,030 615,829 1,986,013 1,301,719 1,241,406 311,920 248,888 898,015 238,633 237,315 235,642 533,512 1,253,091 155,604 852,136 3,789,145 150,752 407,661 749,834 3,502,278 283,785 154,261 425,656 2,780,722 424,932 596,808 932,560 113,457 1,435,651 514,491 2,754,977 — 541,993 619,660 7,261,682 856,243 969,254 1,664,571 1,921,751 — 1,233,030 1,356,081 1,278,107 1,445,530 5,713,749 968,812 1,040,643 1,134,202 1,709,449 — 864,415 1,633,580 7,881,640 868,415 1,125,845 1,802,814 4,132,018 942,785 933,746 1,237,404 2,305,569 4,223,123 1,415,648 2,553,809 1,422,573 F-61 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 2,430 16,369 166,583 4,860 — — — — — 3,214 36,929 18,766 — 19,591 — 34,483 29,134 24,584 25,677 27,939 4,908 77,038 6,418 7,664 27,897 12,347 10,101 18,152 10,172 — 142,153 — 1,901 3,147 — — 208,816 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 40 Years 1,379,075 1,609,368 11,229,942 1,292,792 1,285,644 3,088,828 1,893,553 1,146,260 2,527,855 1,802,133 1,871,013 1,703,357 2,038,429 2,807,847 1,627,304 5,360,795 3,172,989 4,006,121 3,256,959 4,406,353 1,420,366 5,267,190 830,166 1,194,863 1,602,290 1,882,619 1,258,151 1,667,620 3,145,067 2,610,597 10,509,302 2,773,542 5,739,831 2,115,411 4,127,428 5,087,945 9,358,319 Fairfield, IL Grayslake, IL Homewood, IL Kankakee, IL Manteno, IL Oswego, IL Rockton, IL Elkhart, IN Franklin, IN Indianapolis, IN Noblesville, IN Peru, IN Rockville, IN Derby, KS Independence, KS Shawnee, KS Wichita, KS Wichita, KS Wichita, KS Wichita, KS Louisa, KY Louisville, KY Louisville, KY Amite City, LA Baton Rouge, LA Denham Springs, LA Dequincy, LA Gibson, LA Gonzales, LA Hammond, LA Laplace, LA Springhill, LA Dorchester, MA East Wareham, MA Pittsfield, MA Pittsfield, MA Taunton, MA — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 198,833 478,307 1,224,131 107,139 71,681 373,727 367,154 173,631 979,332 251,149 259,582 202,110 436,457 440,419 200,329 2,594,271 834,377 2,031,526 1,194,939 2,171,260 242,391 2,185,678 208,346 264,208 377,270 398,006 288,426 414,855 688,032 367,215 1,971,887 438,507 4,815,990 590,052 4,127,428 5,087,945 1,005,673 1,180,242 1,131,061 10,005,811 1,185,653 1,213,963 2,715,101 1,526,399 972,629 1,548,523 1,550,984 1,611,431 1,501,247 1,601,972 2,367,428 1,426,975 2,766,524 2,338,612 1,974,595 2,062,020 2,235,093 1,177,975 3,081,512 621,820 930,655 1,225,020 1,484,613 969,725 1,252,765 2,457,035 2,243,382 8,537,415 2,335,035 923,841 1,525,359 — — 8,352,646 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 198,833 478,307 1,224,131 107,139 71,681 373,727 367,154 173,631 979,332 251,149 259,582 202,110 436,457 440,419 200,329 2,594,271 834,377 2,031,526 1,194,939 2,171,260 242,391 2,185,678 208,346 264,208 377,270 398,006 288,426 414,855 688,032 367,215 1,971,887 438,507 4,815,990 590,052 4,127,428 5,087,945 1,005,673 1,180,242 1,131,061 10,005,811 1,185,653 1,213,963 2,715,101 1,526,399 972,629 1,548,523 1,550,984 1,611,431 1,501,247 1,601,972 2,367,428 1,426,975 2,766,524 2,338,612 1,974,595 2,062,020 2,235,093 1,177,975 3,081,512 621,820 930,655 1,225,020 1,484,613 969,725 1,252,765 2,457,035 2,243,382 8,537,415 2,335,035 923,841 1,525,359 — — 8,352,646 F-62 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 2,471,339 3,031,879 2,209,572 2,294,941 5,172,322 1,627,817 1,476,157 2,253,542 798,847 2,630,236 1,882,192 2,093,407 10,043,160 10,446,479 993,904 2,540,285 1,355,135 4,317,574 3,479,253 3,495,999 1,675,581 985,420 1,062,819 1,354,725 1,106,972 3,238,938 1,301,330 4,715,842 2,275,485 3,267,767 5,836,325 1,186,791 2,653,831 1,311,923 2,101,898 8,043,315 3,143,260 42,818 — — 29,452 18,744 — — — 6,372 24,004 44,336 21,602 147,721 56,846 18,993 56,019 6,190 16,383 11,035 — — 21,339 24,910 26,950 22,426 — 16,177 45,043 17,868 — 31,638 14,846 32,874 10,788 9,731 78,505 14,808 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Aberdeen, MD Baltimore, MD Cockeysville, MD Hagerstown, MD Owings Mills, MD Augusta, ME Benton Harbor, MI Cedar Springs, MI Grayling, MI Hart, MI Holland, MI Howell, MI Jonesville, MI Monroe, MI Omer, MI Owosso, MI Taylor, MI Traverse City, MI Apple Valley, MN Blaine, MN Chanhassen, MN Glyndon, MN Hill City, MN Holdingford, MN Ottertail, MN Arnold, MO Leeton, MO Liberty, MO Northmoor, MO Platte City, MO Richmond Heights, MO Sheldon, MO Thayer, MO Union, MO Brandon, MS Flowood, MS Flowood, MS — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 758,616 3,031,879 2,209,572 1,009,779 2,154,954 1,627,817 385,355 346,310 277,355 1,336,141 108,733 601,610 1,171,853 1,315,043 165,126 299,521 338,092 337,556 814,086 497,750 1,664,359 131,845 66,391 276,722 209,929 846,894 192,069 367,591 551,491 766,613 3,305,260 168,799 685,788 270,233 526,657 1,625,494 759,912 1,712,723 — — 1,285,162 3,017,368 — 1,090,802 1,907,232 521,492 1,294,095 1,773,459 1,491,797 8,871,307 9,131,436 828,778 2,240,764 1,017,043 3,980,018 2,665,167 2,998,249 11,222 853,575 996,428 1,078,003 897,043 2,392,044 1,109,261 4,348,251 1,723,994 2,501,154 2,531,065 1,017,992 1,968,043 1,041,690 1,575,241 6,417,821 2,383,348 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 758,616 3,031,879 2,209,572 1,009,779 2,154,954 1,627,817 385,355 346,310 277,355 1,336,141 108,733 601,610 1,171,853 1,315,043 165,126 299,521 338,092 337,556 814,086 497,750 1,664,359 131,845 66,391 276,722 209,929 846,894 192,069 367,591 551,491 766,613 3,305,260 168,799 685,788 270,233 526,657 1,625,494 759,912 1,712,723 — — 1,285,162 3,017,368 — 1,090,802 1,907,232 521,492 1,294,095 1,773,459 1,491,797 8,871,307 9,131,436 828,778 2,240,764 1,017,043 3,980,018 2,665,167 2,998,249 11,222 853,575 996,428 1,078,003 897,043 2,392,044 1,109,261 4,348,251 1,723,994 2,501,154 2,531,065 1,017,992 1,968,043 1,041,690 1,575,241 6,417,821 2,383,348 F-63 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 1,139,786 1,054,314 1,291,313 1,135,743 3,289,794 7,631,594 1,541,413 1,123,355 3,202,729 5,132,913 1,417,713 1,793,024 14,338,754 1,395,977 1,271,240 22,437,345 2,306,587 2,350,712 1,318,783 1,399,068 2,176,908 1,848,460 1,442,029 14,541,024 1,387,226 1,474,144 1,378,659 1,398,979 1,257,497 3,073,987 1,528,043 13,235,289 1,721,311 1,375,220 1,361,550 1,135,889 10,323,892 15,475 14,669 14,262 15,410 61,435 38,649 — 5,307 21,339 — 9,544 11,721 218,557 9,791 8,417 — 24,792 29,132 12,526 9,656 — 11,585 9,289 232,423 9,663 10,140 9,368 9,291 9,040 17,578 9,358 62,488 — 8,469 10,269 7,787 205,217 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Gore Springs, MS Greenwood, MS Greenwood, MS Grenada, MS Gulfport, MS Madison, MS Oxford, MS Southaven, MS Wiggins, MS Asheville, NC Atlantic Beach, NC Beaufort, NC Boone, NC Buxton, NC Cary, NC Chapel Hill, NC Charlotte, NC Concord, NC Dallas, NC Durham, NC Elkin, NC Elm City, NC Emerald Isle, NC Fuquay-Varina, NC Garner, NC Goldsboro, NC Goldsboro, NC Greensboro, NC Greenville, NC Harkers Island, NC Jacksonville, NC Jacksonville, NC Jacksonville, NC Kinston, NC Knotts Island, NC Morehead City, NC Randleman, NC — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 188,141 150,855 137,312 187,855 597,617 1,437,048 547,606 259,300 639,466 5,132,913 261,338 375,437 4,795,569 209,947 253,081 22,437,345 978,304 952,393 309,847 229,232 292,234 447,081 316,187 4,398,922 216,566 246,160 243,355 272,962 161,533 964,627 405,135 3,213,710 295,296 358,915 129,285 201,436 1,368,987 951,645 903,459 1,154,001 947,888 2,692,177 6,194,546 993,807 864,055 2,563,263 — 1,156,375 1,417,587 9,543,185 1,186,030 1,018,159 — 1,328,283 1,398,319 1,008,936 1,169,836 1,884,674 1,401,379 1,125,842 10,142,102 1,170,660 1,227,984 1,135,304 1,126,017 1,095,964 2,109,360 1,122,908 10,021,579 1,426,015 1,016,305 1,232,265 934,453 8,954,905 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 188,141 150,855 137,312 187,855 597,617 1,437,048 547,606 259,300 639,466 5,132,913 261,338 375,437 4,795,569 209,947 253,081 22,437,345 978,304 952,393 309,847 229,232 292,234 447,081 316,187 4,398,922 216,566 246,160 243,355 272,962 161,533 964,627 405,135 3,213,710 295,296 358,915 129,285 201,436 1,368,987 951,645 903,459 1,154,001 947,888 2,692,177 6,194,546 993,807 864,055 2,563,263 — 1,156,375 1,417,587 9,543,185 1,186,030 1,018,159 — 1,328,283 1,398,319 1,008,936 1,169,836 1,884,674 1,401,379 1,125,842 10,142,102 1,170,660 1,227,984 1,135,304 1,126,017 1,095,964 2,109,360 1,122,908 10,021,579 1,426,015 1,016,305 1,232,265 934,453 8,954,905 F-64 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) Randleman, NC Rocky Mount, NC Rocky Mount, NC Salisbury, NC Salter Path, NC Smithfield, NC Sylva, NC Waves, NC Waxhaw, NC Winston Salem, NC Winston-Salem, NC Winterville, NC Stanley, ND Lebanon, NH Budd Lake, NJ Fairfield, NJ Paterson, NJ Clovis, NM Albany, NY Bemus Point, NY Candor, NY Conklin, NY Greene, NY Hamburg, NY Masonville, NY Medford, NY Mount Upton, NY Olean, NY Pompey, NY Ripley, NY Rochester, NY Syracuse, NY Wainscott, NY Watertown, NY Boardman, OH Carrollton, OH Chillicothe, OH — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,834,106 305,766 206,675 990,303 245,172 270,560 1,776,968 320,928 679,943 232,299 282,142 312,123 346,030 694,609 2,771,964 2,358,323 — 74,256 539,308 49,293 271,132 247,429 449,997 526,596 222,228 1,211,908 152,379 1,224,360 774,544 110,279 2,391,104 1,432,858 4,544,060 523,013 483,754 251,046 760,959 — 1,114,117 960,873 1,019,025 1,012,413 1,201,146 12,026,284 1,092,703 2,377,641 1,069,191 1,316,279 1,271,222 3,299,205 3,892,685 — — — 943,641 1,123,766 980,218 1,012,522 939,529 1,173,666 561,841 1,059,364 3,751,279 918,162 12,197,768 1,437,312 756,748 13,146,442 6,115,247 4,084,794 1,323,771 1,817,047 1,593,367 10,507,546 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1,834,106 305,766 206,675 990,303 245,172 270,560 1,776,968 320,928 679,943 232,299 282,142 312,123 346,030 694,609 2,771,964 2,358,323 — 74,256 539,308 49,293 271,132 247,429 449,997 526,596 222,228 1,211,908 152,379 1,224,360 774,544 110,279 2,391,104 1,432,858 4,544,060 523,013 483,754 251,046 760,959 — 1,114,117 960,873 1,019,025 1,012,413 1,201,146 12,026,284 1,092,703 2,377,641 1,069,191 1,316,279 1,271,222 3,299,205 3,892,685 — — — 943,641 1,123,766 980,218 1,012,522 939,529 1,173,666 561,841 1,059,364 3,751,279 918,162 12,197,768 1,437,312 756,748 13,146,442 6,115,247 4,084,794 1,323,771 1,817,047 1,593,367 10,507,546 1,834,106 1,419,883 1,167,548 2,009,328 1,257,585 1,471,706 13,803,252 1,413,631 3,057,584 1,301,490 1,598,421 1,583,345 3,645,235 4,587,294 2,771,964 2,358,323 — 1,017,897 1,663,074 1,029,511 1,283,654 1,186,958 1,623,663 1,088,437 1,281,592 4,963,187 1,070,541 13,422,128 2,211,856 867,027 15,537,546 7,548,105 8,628,854 1,846,784 2,300,801 1,844,413 11,268,505 — 9,284 8,007 — 8,437 10,010 225,253 9,106 9,836 8,910 — 10,594 61,746 64,778 — — — 1,945 9,255 12,208 12,645 11,732 14,659 — 13,230 23,297 11,477 228,418 17,966 9,459 81,966 114,447 76,457 8,197 18,868 29,631 196,845 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years F-65 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 17,145 37,290 — 15,529 — 95,546 — — 49,776 118 574 37,352 — — 16,148 49,493 — 13,997 47,052 63,557 117 22,648 14,192 16,545 6,660 13,856 15,480 — 74,121 15,915 31,579 103,497 10,370 41,251 4,557 31,577 — 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2,033,193 8,626,473 1,535,251 1,300,730 1,312,213 15,950,657 1,295,358 1,684,233 16,895,975 1,301,847 8,675,729 13,930,518 2,733,185 2,092,843 1,014,636 4,477,141 3,130,177 1,706,264 11,797,058 5,470,144 1,210,743 1,778,934 1,790,856 1,346,231 1,267,024 1,098,567 1,247,383 1,256,852 4,104,157 1,777,768 2,399,833 6,765,689 2,025,810 2,226,120 1,003,504 2,236,834 1,304,934 Cincinnati, OH Columbus, OH Defiance, OH Dunkirk, OH Hudson, OH Mason, OH Massillon, OH Mayfield Heights, OH Oregon, OH Parma, OH Toledo, OH Toledo, OH Westerville, OH Westerville, OH Checotah, OK Elk City, OK Moore, OK Oklahoma City, OK Eugene, OR Seaside, OR Bristol, PA Lawrence Township, PA Nescopeck, PA New Milford, PA Orangeville, PA Port Trevorton, PA Tobyhanna, PA Wellsboro, PA Whitehall, PA Chapin, SC Clemson, SC Columbia, SC Columbia, SC Greer, SC Irmo, SC Myrtle Beach, SC Myrtle Beach, SC — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 381,550 1,689,259 127,517 230,958 548,279 4,470,714 118,153 696,965 4,915,676 1,292,437 8,645,091 4,950,900 946,988 690,653 151,906 507,204 1,649,938 356,795 4,253,602 376,612 1,201,361 225,955 428,452 206,824 201,441 143,540 181,003 165,062 1,139,318 237,432 501,288 1,233,052 354,953 426,062 274,327 858,941 389,784 1,651,643 6,937,214 1,407,734 1,069,772 763,934 11,479,943 1,177,205 987,268 11,980,299 9,410 30,638 8,979,618 1,786,197 1,402,190 862,730 3,969,937 1,480,239 1,349,469 7,543,456 5,093,532 9,382 1,552,979 1,362,404 1,139,407 1,065,583 955,027 1,066,380 1,091,790 2,964,839 1,540,336 1,898,545 5,532,637 1,670,857 1,800,058 729,177 1,377,893 915,150 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 381,550 1,689,259 127,517 230,958 548,279 4,470,714 118,153 696,965 4,915,676 1,292,437 8,645,091 4,950,900 946,988 690,653 151,906 507,204 1,649,938 356,795 4,253,602 376,612 1,201,361 225,955 428,452 206,824 201,441 143,540 181,003 165,062 1,139,318 237,432 501,288 1,233,052 354,953 426,062 274,327 858,941 389,784 1,651,643 6,937,214 1,407,734 1,069,772 763,934 11,479,943 1,177,205 987,268 11,980,299 9,410 30,638 8,979,618 1,786,197 1,402,190 862,730 3,969,937 1,480,239 1,349,469 7,543,456 5,093,532 9,382 1,552,979 1,362,404 1,139,407 1,065,583 955,027 1,066,380 1,091,790 2,964,839 1,540,336 1,898,545 5,532,637 1,670,857 1,800,058 729,177 1,377,893 915,150 F-66 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) Description (cid:3) (cid:3) Initial Cost (cid:3) (cid:3) Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Land (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Gross Amount at Which Carried at (cid:3) (cid:3) Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Improvements Total (cid:3) Land (cid:3) (cid:3) Costs Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Acquisition (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) COLUMN F COLUMN G COLUMN H Life on (cid:3) Which (cid:3) Depreciation in (cid:3) Latest (cid:3) Income (cid:3) Statement is (cid:3) (cid:3) Accumulated Date of Computed (cid:3)(cid:3)(cid:3)(cid:3)(cid:3)Depreciation Acquisition (in years) 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 2,490,132 1,535,648 1,183,084 2,569,883 814,439 13,291,878 16,665,166 1,606,805 1,033,128 1,537,308 1,687,322 1,490,179 11,047,723 2,816,368 1,307,125 1,227,703 1,896,349 1,843,656 3,298,814 1,389,639 1,501,436 14,273,420 2,402,579 3,050,780 1,523,082 2,371,224 2,654,939 11,453,630 3,178,360 841,060 2,639,830 1,214,719 2,689,368 2,779,187 1,265,845 7,782,253 2,670,455 4,529 16,853 — 34,579 4,353 147,068 156,790 8,608 4,917 20,344 13,813 13,486 20,486 9,214 30,330 — 4,740 3,316 18,302 — 7,463 152,997 19,996 16,614 5,396 — 14,806 51,031 14,724 — 29,710 4,876 — 21,827 — — — 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years Pageland, SC Vermillion, SD Yankton, SD Cleveland, TN Henderson, TN Kimball, TN Knoxville, TN Knoxville, TN Lakeland, TN Nashville, TN Nashville, TN Seymour, TN Tullahoma, TN Belton, TX Comanche, TX Conroe, TX Converse, TX Converse, TX Cuero, TX Dayton, TX Devine, TX El Paso, TX Euless, TX Gonzales, TX Harker Heights, TX Harker Heights, TX Harlingen, TX Houston, TX Houston, TX Houston, TX Humble, TX La Feria, TX Lake Jackson, TX Lewisville, TX Lubbock, TX Lubbock, TX Mansfield, TX — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 305,018 182,981 197,328 1,060,966 109,252 1,509,366 4,110,394 210,544 237,682 556,406 355,577 187,929 1,206,870 587,479 93,935 1,227,703 1,425,000 200,802 361,553 167,367 307,379 5,085,368 802,881 382,828 659,665 1,564,673 231,002 5,229,809 812,409 835,464 595,712 44,473 898,275 1,033,074 332,773 1,884,836 1,116,200 2,185,114 1,352,667 985,756 1,508,917 705,187 11,782,512 12,554,772 1,396,261 795,446 980,902 1,331,745 1,302,250 9,840,853 2,228,889 1,213,190 — 471,349 1,642,854 2,937,261 1,222,272 1,194,057 9,188,052 1,599,698 2,667,952 863,417 806,551 2,423,937 6,223,821 2,365,951 5,596 2,044,118 1,170,246 1,791,093 1,746,113 933,072 5,897,417 1,554,255 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 305,018 182,981 197,328 1,060,966 109,252 1,509,366 4,110,394 210,544 237,682 556,406 355,577 187,929 1,206,870 587,479 93,935 1,227,703 1,425,000 200,802 361,553 167,367 307,379 5,085,368 802,881 382,828 659,665 1,564,673 231,002 5,229,809 812,409 835,464 595,712 44,473 898,275 1,033,074 332,773 1,884,836 1,116,200 2,185,114 1,352,667 985,756 1,508,917 705,187 11,782,512 12,554,772 1,396,261 795,446 980,902 1,331,745 1,302,250 9,840,853 2,228,889 1,213,190 — 471,349 1,642,854 2,937,261 1,222,272 1,194,057 9,188,052 1,599,698 2,667,952 863,417 806,551 2,423,937 6,223,821 2,365,951 5,596 2,044,118 1,170,246 1,791,093 1,746,113 933,072 5,897,417 1,554,255 F-67 Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation December 31, 2020 COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Description Encumbrance(cid:3)(cid:3)(cid:3)(cid:3)(cid:3) (cid:3) Land Initial Cost (cid:3) Costs (cid:3) (cid:3) Capitalized Building and (cid:3) Subsequent to Improvements (cid:3)(cid:3)(cid:3)(cid:3)(cid:3) Acquisition (cid:3) Gross Amount at Which Carried at Close of Period (cid:3) Building and (cid:3)(cid:3)(cid:3)(cid:3)(cid:3) Improvements (cid:3) (cid:3) Land Total (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Life on Which (cid:3) COLUMN F (cid:3) COLUMN G(cid:3) COLUMN H (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) Accumulated (cid:3) Date of (cid:3)(cid:3)(cid:3)(cid:3) Depreciation (cid:3)(cid:3)(cid:3)(cid:3)(cid:3) Acquisition (cid:3)(cid:3)(cid:3)(cid:3)(cid:3) (cid:3) (cid:3) (cid:3) Depreciation in (cid:3) (cid:3) (cid:3) (cid:3) Latest Income Statement is Computed (in years) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) McKinney, TX Rhome, TX Saginaw, TX San Antonio, TX Terrell, TX Tomball, TX Weslaco, TX Wylie, TX Chester, VA Galax, VA Henrico, VA Lynchburg, VA Burlington, WI Germantown, WI Minocqua, WI Mt. Pleasant, WI Oshkosh, WI Portage, WI Vienna, WV Cheyenne, WY — — — — — — — — — — — — — — — — — — — — 2,304,155 477,504 318,799 947,884 1,065,186 789,415 921,078 1,386,391 389,357 160,074 439,174 1,862,729 2,267,040 734,538 884,952 3,244,273 1,258,695 2,179,132 1,793,944 — 1,185,312 1,681,279 241,396 890,833 1,121,515 3,220,272 617,945 1,199,846 226,898 2,866,258 1,705,035 203,067 800,764 141,299 14,386,315 1,470,954 3,052,566 1,283,342 884,988 2,104,537 — — — — — — — — — — — — — — — — — — — — 2,304,155 477,504 318,799 947,884 1,065,186 789,415 921,078 1,386,391 389,357 160,074 439,174 1,862,729 2,267,040 734,538 884,952 3,244,273 1,258,695 2,179,132 1,793,944 — 1,185,312 1,681,279 4,166,884 2,744,544 1,053,337 1,832,836 4,309,459 2,048,110 3,100,210 3,180,335 389,357 1,345,386 2,120,453 241,396 890,833 1,132,229 1,121,515 3,220,272 4,341,787 — — 4,538 — 81,108 — — — — 2,453 — — — 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 2020 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 40 Years 617,945 1,199,846 1,817,791 — 2020 40 Years 226,898 2,866,258 3,093,156 11,817 2020 40 Years 1,705,035 203,067 800,764 141,299 14,386,315 1,470,954 3,052,566 1,283,342 16,091,350 1,674,021 3,853,330 1,424,641 89,769 3,035 25,401 32,085 2020 2020 2020 2020 40 Years 40 Years 40 Years 40 Years 884,988 2,104,537 2,989,525 — 2020 40 Years Subtotal Property Under Development Various Sub Total Total 33,433,403 1,098,550,861 2,325,363,409 43,520,524 1,094,862,557 2,372,572,237 3,467,434,794 172,698,378 — — $ 33,433,403 $ 1,098,550,861 $ 2,336,016,759 $ 43,520,524 $ 1,094,862,557 $ 2,383,225,587 $ 3,478,088,144 $ 172,698,378 10,653,350 10,653,350 10,653,350 10,653,350 10,653,350 10,653,350 — — — — — — — — 1. Reconciliation of Real Estate Properties The following table reconciles the Real Estate Properties from January 1, 2018 to December 31, 2020. 2020 2019 2018 Balance at January 1 Construction and acquisition cost Impairment charge Disposition of real estate Reclassified as assets held for sale Balance at December 31 2. Reconciliation of Accumulated Depreciation $ 2,346,339,886 $ 1,761,646,695 $ 1,299,254,832 519,369,366 (1,163,000) (55,814,503) — $ 3,476,755,797 $ 2,346,339,886 $ 1,761,646,695 1,175,354,194 (4,136,998) (39,468,937) (1,332,348) 644,483,047 (1,609,000) (53,596,678) (4,584,178) The following table reconciles the Real Estate Properties from January 1, 2018 to December 31, 2020. 2020 2019 2018 Balance at January 1 Current year depreciation expense Disposition of real estate Reclassified as assets held for sale Balance at December 31 F-68 $ 127,747,810 $ 100,311,974 $ 85,238,614 20,441,780 (5,368,420) — $ 172,576,741 $ 127,747,810 $ 100,311,974 34,398,782 (6,129,059) (833,887) 49,119,345 (4,168,777) (121,637) Agree Realty Corporation Schedule III – Real Estate and Accumulated Depreciation 3. Tax Basis of Building and Improvements December 31, 2020 The aggregate cost of Building and Improvements for federal income tax purposes is approximately $13,466,000 less than the cost basis used for financial statement purposes. F-69 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. SIGNATURES AGREE REALTY CORPORATION By: /s/ Joel N. Agree Joel N. Agree President and Chief Executive Officer Date: February 18, 2021 KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Agree Realty Corporation, hereby severally constitute Richard Agree, Joel N. Agree and Clayton Thelen, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Annual Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Agree Realty Corporation to comply with the provisions of the Securities Exchange Act of 1934, as amended and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all amendments thereto. PURSUANT to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 18th day of February 2021. By: /s/ Richard Agree Richard Agree Executive Chairman of the Board of Directors By: /s/ Joel N. Agree Joel N. Agree President, Chief Executive Officer and Director (Principal Executive Officer) By: /s/ Clayton Thelen Clayton Thelen Chief Financial Officer and Secretary (Principal Financial Officer) By: /s/ David Wolff David Wolff Chief Accounting Officer (Principal Accounting Officer) By: /s/ Karen Dearing Karen Dearing Director By: /s/ Merrie S. Frankel Merrie S. Frankel Director By: /s/ Mike Hollman Mike Hollman Director By: /s/ Farris G. Kalil Farris G. Kalil Director Date: February 18, 2021 Date: February 18, 2021 Date: February 18, 2021 Date: February 18, 2021 Date: February 18, 2021 Date: February 18, 2021 Date: February 18, 2021 Date: February 18, 2021 By: /s/ Greg Lehmkuhl Greg Lehmkuhl Director By: /s/ Simon Leopold Simon Leopold Director By: /s/ Jerome Rossi Jerome Rossi Director By: /s/ William S. Rubenfaer William S. Rubenfaer Director Date: February 18, 2021 Date: February 18, 2021 Date: February 18, 2021 Date: February 18, 2021 (This page has been left blank intentionally.) (This page has been left blank intentionally.) (This page has been left blank intentionally.) AGREE REALTY CORPORATION (cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:43)(cid:76)(cid:74)(cid:75)(cid:79)(cid:76)(cid:74)(cid:75)(cid:87)(cid:86) NYSE: ADC Financial - For Year Ended December 31, 2020 2019 2018 Rental Income ($000's) Core Funds from Operations ($000's) $ 248,309 $ 187,279 $ 136,884 $ 170,239 $ 127,987 $ 93,429 Core Funds from Operations per share $ 3.23 $ 3.08 $ 2.85 Dividends per share $ 2.405 $ 2.280 $ 2.155 Property Portfolio Real estate assets, at cost ($000's) Total assets ($000's) Total principal amount of debt outstanding ($000's) Number of properties Gross leasable area (sq. ft.) 2020 2019 2018 $ 3,476,756 $ 2,346,340 $ 1,761,646 $ 3,886,183 $ 2,664,530 $ 2,028,189 $ 1,225,434 $ 876,115 $ 724,062 1,129 821 645 22,667,000 14,605,000 11,237,000 TOTAL RETURN PERFORMANCE 300 260 220 180 140 100 l e u a V x e d n I 60 12.31.15 12.31.16 12.31.17 12.31.18 12.31.19 12.31.20 Agree Realty Corporation Russell 2000 SNL REIT Retail Shopping Ctr Index 12.31.15 12.31.16 12.31.17 12.31.18 12.31.19 12.31.20 Agree Realty Corporation Russell 2000 SNL REIT Retail Shopping Ctr 100.00 100.00 100.00 141.37 121.31 103.49 164.55 139.08 92.02 196.99 123.76 77.22 241.65 155.35 98.14 238.05 186.36 70.96 Period Ending AGREE REALTY CORPORATION Financial Highlights NYSE: ADC CORE FUNDS FROM OPERATIONS (in thousands) 2015 2016 2017 2018 2019 2020 REAL ESTATE ASSETS (in thousands) $180,000 $160,000 $140,000 $120,000 $100,000 $80,000 $60,000 $40,000 $20,000 $3,500,000 $3,000,000 $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 2015 2016 2017 2018 2019 2020 CORPORATE INFORMATION LEADERSHIP TEAM Joey Agree President Chief Executive Officer Director Craig Erlich Chief Operating Officer DIRECTORS Richard Agree Executive Chairman Karen Dearing Chief Financial Officer Sun Communities (NYSE: SUI) Merrie S. Frankel President Minerva Realty Consultants, LLC Adjunct Professor Columbia University New York University Mike Hollman Senior Vice President & Treasurer Hilton (NYSE: HLT) Farris Kalil Former, Director of Business Development Michigan National Bank Annual Meeting of Stockholders Thursday, May 6, 2021 - 10:00 AM ET www.virtualshareholdermeeting.com/ ADC2021 Independent Registered Public Accounting Firm Grant Thornton LLP 171 North Clark Street, Suite 200 Chicago, IL 60601 Simon Leopold Chief Financial Officer Secretary Danielle Spehar General Counsel Nicole Witteveen Vice President | People & Culture Ambassador John Rakolta, Jr. (Ret.) Chairman Former, Chief Executive Officer Walbridge Greg Lehmkuhl President Chief Executive Officer Lineage Logistics Jerry Rossi Chief Executive Officer R&R Consulting Former, Chairman Gabe’s Stores William S. Rubenfaer Partner Rubenfaer & Associates, P.C. Counsel Honigman 39400 Woodward Ave., Suite 101 Bloomfield Hills, MI 48304 Registrar & Transfer Agent Computershare P.O. Box 505005 Louisville, KY 40233 7 0 E . LO N G L A K E R O A D | B LO O M F I E L D H I L L S M I 4 8 3 0 4 w w w. a g r e e r e a l t y. c o m 

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