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
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F-1
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PART I
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-
looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for
purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the
words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project” or
similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks,
uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect
the Company’s results of operations, financial condition, cash flows, performance or future achievements or events.
Currently, one of the most significant factors, however, is the adverse effect of the current pandemic of the novel
coronavirus, or COVID-19, on the financial condition, results of operations, cash flows and performance of the Company
and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19
impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be
predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the
pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures,
among others. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below,
as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic. Additional
factors which may cause actual results to differ materially from current expectations include, but are not limited to: global
and national economic conditions and changes in general economic, financial and real estate market conditions; the
financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies; the
Company’s concentration with certain tenants and in certain markets, which may make the Company more susceptible to
adverse events; changes in the Company’s business strategy; risks that the Company’s acquisition and development
projects will fail to perform as expected; adverse changes and disruption in the retail sector and the financing stability of
the Company’s tenants, which could impact tenants’ ability to pay rent and expense reimbursement; the Company’s ability
to pay dividends; risks relating to information technology and cybersecurity attacks, loss of confidential information and
other related business disruptions; loss of key management personnel; the potential need to fund improvements or other
capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on
favorable terms or at all; the level and volatility of interest rates; the Company’s ability to renew or re-lease space as leases
expire; limitations in the Company’s tenants’ leases on real estate tax, insurance and operating cost reimbursement
obligations; loss or bankruptcy of one or more of the Company’s major tenants, and bankruptcy laws that may limit the
Company’s remedies if a tenant becomes bankrupt and rejects its leases; potential liability for environmental
contamination, which could result in substantial costs; the Company’s level of indebtedness, which could reduce funds
available for other business purposes and reduce the Company’s operational flexibility; covenants in the Company’s credit
agreements and unsecured notes, which could limit the Company’s flexibility and adversely affect its financial condition;
credit market developments that may reduce availability under the Company’s revolving credit facility; an increase in
market interest rates which could raise the Company’s interest costs on existing and future debt; a decrease in interest
rates, which may lead to additional competition for the acquisition of real estate or adversely affect the Company’s results
of operations; the Company’s hedging strategies, which may not be successful in mitigating the Company’s risks
associated with interest rates; legislative or regulatory changes, including changes to laws governing real estate investment
trusts (“REITs”); the Company’s ability to maintain its qualification as a REIT for federal income tax purposes and the
limitations imposed on its business by its status as a REIT; and the Company’s failure to qualify as a REIT for federal
income tax purposes, which could adversely affect the Company’s operations and ability to make distributions.
Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant,” the
“Company,” “Agree Realty,” “we,” “our” or “us” refer to Agree Realty Corporation and all of its consolidated
subsidiaries, including its majority owned operating partnership, Agree Limited Partnership (the “Operating
Partnership”). Agree Realty has elected to treat certain subsidiaries as taxable real estate investment trust subsidiaries
which are collectively referred to herein as the “TRS.”
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.
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Debt
In August 2020, the Operating Partnership completed an underwritten public offering of $350.0 million aggregate principal
amount of 2.900% Notes due 2030 (the “2030 Senior Unsecured Public Notes”). The 2030 Senior Unsecured Public Notes
are fully and unconditionally guaranteed by Agree Realty Corporation and certain wholly owned subsidiaries of the
Operating Partnership. Considering the effect of terminated swap agreements related to the 2030 Senior Unsecured Public
Notes, the blended all-in rate to the Company for the $350.0 million aggregate principal amount is 3.49%.
Business Strategies
Our primary business objective is to generate consistent stockholder returns by primarily investing in and actively
managing a diversified portfolio of retail properties net leased to industry leading tenants. The following is a discussion of
our investment, financing and asset management strategies.
Investment
We are primarily focused on the long-term, fee simple ownership of properties net leased to national or large, regional
retailers operating in sectors we believe to be more e-commerce and recession resistant than other retail sectors. Our leases
are typically long-term net leases that require the tenant to pay all property operating expenses, including real estate taxes,
insurance and maintenance. We believe that a diversified portfolio of such properties provides for stable and predictable
cash flow.
We seek to expand and enhance our portfolio by identifying the best risk-adjusted investment opportunities across our
development, Partner Capital Solutions (“PCS”) and acquisitions platforms.
Development: We have been developing retail properties since the formation of our predecessor company in 1971 and
our development platform seeks to employ our capabilities to direct all aspects of the development process, including
site selection, land acquisition, lease negotiation, due diligence, design and construction. Our developments are
typically build-to-suit projects that result in fee simple ownership of the property upon completion.
Partner Capital Solutions: We launched our PCS program in April 2012. Our PCS program allows us to acquire
properties or development opportunities by partnering with private developers or retailers on their in-process
developments. We offer construction expertise, relationships, access to capital and forward commitments to purchase
the properties to facilitate the successful completion of their projects. We typically take fee simple ownership of PCS
projects upon their completion.
Acquisitions: Our acquisitions platform was launched in April 2010 in order to expand our investment capabilities by
pursuing opportunities that meet both our real estate and return on investment criteria.
We believe that development and PCS projects have the potential to generate superior risk-adjusted returns on investment
in properties that are substantially similar to those we acquire.
We focus on four core principles that underlie our investment criteria:
•(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)
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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)
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•(cid:3)
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•(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:
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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:
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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.
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Item 2: Properties
As of December 31, 2020, our portfolio consisted of 1,129 properties located in 46 states and totaling approximately
22.7 million square feet of GLA.
As of December 31, 2020, our portfolio was approximately 99.5% leased and had a weighted average remaining lease
term of approximately 9.7 years. A significant majority of our properties are leased to national tenants and approximately
67.5% of our annualized base rent was derived from tenants, or parents thereof, with an investment grade credit rating.
Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible
for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance. In
addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer
price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a
specified level.
Tenant Diversification
The following table presents annualized base rents for all tenants that generated 1.5% or greater of our total annualized
base rent as of December 31, 2020:
($ in thousands)
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
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